8-K
CIVISTA BANCSHARES, INC. (CIVB)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): June 06, 2025 |
|---|
Civista Bancshares, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Ohio | 001-36192 | 34-1558688 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 100 East Water Street | ||
| Sandusky, Ohio | 44870 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (419) 625 - 4121 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common shares, no par value | CIVB | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment to SERP and Amended Split Dollar Agreement
On June 6, 2025, Civista Bancshares, Inc. (the “Company”) adopted a First Amendment to the Company’s Supplemental Nonqualified Retirement Plan (the “SERP”), which was previously amended and restated effective as of January 1, 2024. The purpose of the First Amendment to the SERP is to (1) reflect an increase to the annual age 65 benefit for Charles A. Parcher under his SERP (increasing from $150,572 to $191,764) resulting from the increase in Mr. Parcher’s salary in connection with his promotion to Executive Vice President and Chief Lending Officer of the Company and President and Chief Lending Officer of Civita Bank in January 2025, and (2) add Ian Whinnem, Senior Vice President, Chief Financial Officer and Treasurer of the Company and Senior Vice President and Chief Financial Officer of Civista Bank, as a participant in the SERP. A copy of the First Amendment to the SERP is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Under the SERP, as amended, a participant generally will vest in his or her retirement benefit over 10 years of service. Vesting will be accelerated in the event that a participant becomes disabled before completing 10 years of service. Except when delayed pursuant to the requirements of Section 409A of the Internal Revenue Code, payment of the SERP retirement benefit will begin on the first day of the second month following the participant’s separation from service and continue for a period of 10 years thereafter. Generally, if a participant dies or is terminated for cause (as defined in the SERP) before payment of the retirement benefit has commenced, the participant will forfeit any right to payment of a retirement benefit.
The Company’s subsidiary, Civista Bank, has purchased split dollar life insurance policies in order to fund the obligations under the SERP. Generally, these policies provide participants with a death benefit equal to the retirement benefit a participant would have received under the SERP had the participant not died before separating from service. On June 6, 2025, Civista Bank entered into an amended and restated Endorsement Split Dollar Life Insurance Agreement with Charles A. Parcher (the “Amended Parcher Split Dollar Agreement”). Pursuant to the Amended Parcher Split Dollar Agreement, the minimum amount of the net death benefit payable to Mr. Parcher’s designated beneficiary(ies) upon his death while employed by Civista Bank was increased from $1,145,186 to $1,509,543 to reflect the increase in Mr. Parcher’s SERP benefit as described above. A copy of the Amended Parcher Split Dollar Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Civista Bank previously entered into similar Endorsement Split Dollar Life Insurance Agreements with certain other executive officers, which provide for the payment of the following minimum net death benefit to each executive officer’s designated beneficiary(ies) upon the executive officer’s death while employed by Civista Bank:
| Executive Officer | Title | Minimum Net Death Benefit |
|---|---|---|
| Dennis G. Shaffer | President and Chief Executive Officer of the Company and Chief Executive Officer of Civista Bank | $2,271,386 |
| Richard J. Dutton | Senior Vice President of the Company and Executive Vice President, Chief Operating Officer of Civista Bank | $1,276,205 |
| Ian Whinnem | Senior Vice President, Chief Financial Officer and Treasurer of the Company and Senior Vice President and Chief Financial Officer of Civista Bank | $1,150,033 |
| Lance A. Morrison | Senior Vice President, Secretary and General Counsel of the Company and Senior Vice President of Civista Bank | $865,537 |
The foregoing summaries of the First Amendment to the SERP, the SERP and the Amended Parcher Split Dollar Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the First Amendment to the SERP, the SERP and the Amended Parcher Split Dollar Agreement, which are filed as (or incorporated by reference in) Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 10.1 | First Amendment to Civista Bancshares, Inc. Supplemental Nonqualified Executive Retirement Plan, effective as of June 6, 2025 |
| 10.2 | Civista Bancshares, Inc. Supplemental Nonqualified Executive Retirement Plan, as amended and restated effective as of January 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2024 (File No. 001-36192) |
| 10.3 | Endorsement Split Dollar Insurance Agreement, dated June , 2025, between Civista Bank and Charles A. Parcher |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Civista Bancshares, Inc. | |||
|---|---|---|---|
| Date: | June 6, 2025 | By: | /s/ Ian Whinnem |
| Ian Whinnem,<br>Senior Vice President and Chief Financial Officer |
EX-10.1
Exhibit 10.1
FIRST AMENDMENT TO THE CIVISTA BANCSHARES, INC. SUPPLEMENTAL NONQUALIFIED EXECUTIVE RETIREMENT PLAN
Civista Bancshares, Inc. (the “Company”) hereby amends the Civista Bancshares, Inc. Supplemental Nonqualified Executive Retirement Plan (the “Plan) effective as of the date this amendment is approved by the Company’s Compensation Committee of the Board of Directors to increase the age 65 benefit for Charles Parcher in connection with his promotion in January 2025 (increasing from $150,572 to $191,764) and to add Ian Whinnem as a Plan participant. Except as listed below, the Plan terms remain unchanged.
NOW, THEREFORE, the Plan is hereby amended to revise Exhibit A to read as follows:
AMENDED EXHIBIT A TO
CIVISTA BANCSHARES, INC.
SUPPLEMENTAL NONQUALIFIED EXECUTIVE RETIREMENT PLAN
Dated as of June 6, 2025 Accrued Benefit
| Participant Name | Full Retirement Age | Accrued Benefit at Full Retirement Age |
|---|---|---|
| Richard J. Dutton | 65 | $165,431 per year for 10 years |
| Lance Morrison | 65 | $114,611 per year for 10 years |
| Charles Parcher | 65 | $191,764 per year for 10 years |
| Dennis Shaffer | 65 | $290,746 per year for 10 years |
| Ian Whinnem | 65 | $146,133 per year for 10 years |
COMPENSATION COMMITTEE
Vote on First Amendment SERP June 6, 2025
/s/ Harry Singer
Harry Singer, Chair
/s/ Mark J. Macioce
Mark J. Macioce
/s/ Dennis E. Murray, Jr.
Dennis E. Murray, Jr.
/s/ M. Patricia Oliver
M. Patricia Oliver
/s/ Lorina W. Wise
Lorina W. Wise
/s/ Gerald B. Wurm
Gerald B. Wurm
EX-10.2
Exhibit 10.2
CIVISTA BANCSHARES, INC. SUPPLEMENTAL NONQUALIFIED EXECUTIVE RETIREMENT PLAN
(Formerly known as the First Citizens Banc Corp. Supplemental Nonqualified Executive Retirement Plan)
CIVISTA BANCSHARES, INC. SUPPLEMENTAL NONQUALIFIED EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS
Section Page
ARTICLE I – DEFINITIONS1
1.1 Definitions1
1.2 Construction4
ARTICLE II - ELIGIBILITY FOR PLAN PARTICIPATION4
2.1 Selection4
2.2 Beginning of Participation5
2.3 End of Participation5
ARTICLE III - BENEFITS5
3.1 Retirement Benefit; Disability Benefit5
3.2 Reporting and Withholding6
3.3 Tax Treatment6
ARTICLE IV - VESTING6
4.1 In General6
4.2 Exceptions6
4.3 Years of Service7
ARTICLE V - OVERPAYMENTS AND REPAYMENTS7
ARTICLE VI - BENEFICIARIES7
ARTICLE VII - ADMINISTRATIVE PROVISIONS8
7.1 Administration8
7.2 Powers and Authorities of Civista Bancshares, Inc. and Committee8
ARTICLE VIII - AMENDMENT AND TERMINATION8
ARTICLE IX - MISCELLANEOUS8
9.1 Non-Alienation of Benefits8
9.2 Payment of Benefits to Others9
9.3 Plan Noncontractual9
9.4 Successor Company9
9.5 Funding9
9.6 Claims and Review Procedures9
9.7 Claims of Other Persons12
9.8 Participant’s Address12
9.9 Severability12
9.10 No Suspension of Payments12
9.11 Governing Law12
9.12 Headings12
EXHIBIT A1
EXHIBIT B5
CIVISTA BANCSHARES, INC. SUPPLEMENTAL NONQUALIFIED EXECUTIVE RETIREMENT PLAN
WHEREAS, Civista Bancshares, Inc., formerly known as First Citizens Banc Corp. desires to amend and restate the Civista Bancshares, Inc. Supplemental Nonqualified Executive Retirement Plan, formerly known as the First Citizens Banc Corp. Supplemental Nonqualified Executive Retirement Plan (hereinafter referred to as the “Plan”) for the benefit of a select group of management and highly compensated employees employed by Civista Bancshares, Inc.
WHEREAS, Civista Bancshares, Inc. originally established the Plan effective as of January 1, 2011 and wishes to amend and restate the Plan to incorporate prior amendments to the Plan, to clarify Plan provisions, to eliminate duplicate provisions, to change the default beneficiary and to allow for accelerated vesting by the Board or Committee.
NOW, THEREFORE, effective as of January 1, 2024, Civista Bancshares, Inc. hereby amends and restates the Plan as hereinafter set forth.
ARTICLE I
DEFINITIONS
1.1 Definitions. Except as otherwise required by the context, the terms used in the Plan shall have the meaning hereinafter set forth.
1.1.1 Accrued Benefit.
A. Accrued Benefit at Full Retirement Age. The term “Accrued Benefit” at Full Retirement Age shall mean the amount set forth opposite each Participant’s name and corresponding age in Exhibit A, attached hereto and made a part hereof. For purposes of clarity, in the event that a Participant’s participation under the plan ends before the Participant’s Retirement or Separation from Service, the Participant’s Accrued Benefit shall be adjusted as described in Section 2.3.
B. Accrued Benefit at Early Retirement. For a Participant who Retires before Full Retirement Age, the term “Accrued Benefit” shall mean the actuarial present value of the Participant’s Accrued Benefit at Full Retirement Age. The actuarial present value shall be calculated using the market yield annual interest rate of U.S. Treasury Securities at 5 year constant maturity for the month of December immediately preceding the start of any calendar year in which such present value is to be calculated.
C. Accrued Benefit at Late Retirement. For a Participant who Retires within 10 years after Full Retirement Age, the term “Accrued Benefit” shall mean the Participant’s Accrued Benefit at Full Retirement Age, actuarially increased, using a 5% annual interest assumption, for each full month the Participant works after the Full Retirement Age designated for that Participant. For a Participant who retires more than 10 years after Full Retirement Age, the term “Accrued Benefit” shall be the benefit calculated under this Section 1.1.1.C as if the Participant had retired on the 10th anniversary of the Participant’s Full Retirement Age.
D. Grandfathered Benefit. To the extent that a Participant participated under the Plan prior to January 1, 2024, the Participant’s benefit under the Plan shall not be less than the scheduled benefit as set forth for the Participant under terms of the Plan as in effect on December 31,
2023, which are preserved for historical purposes in Exhibit B.
1.1.2 Affiliate. The term “Affiliate” shall mean all employers with which the Company would be considered a single employer under Sections 414(b) and 414(c) of the Code, using fifty (50) percent as the percent of ownership required under such Code sections.
1.1.3 Beneficiary. The term “Beneficiary” shall mean the person who, in accordance with the provisions of Article VI, shall be entitled to receive a distribution hereunder in the event a Participant dies before his interest under the Plan has been distributed to him in full.
1.1.4 Board. The term “Board” shall mean the Board of Directors of Civista Bancshares, Inc.
1.1.5 Cause. The term “Cause” shall be determined in the reasonable judgment of the Committee, (i) the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Company after written notification by the Company, or (ii) the willful engaging by the Participant in conduct which is demonstrably injurious to the Company, monetarily or otherwise, or (iii) the engaging by the Participant in egregious misconduct involving moral turpitude. For purposes of the Plan, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that such action was in the best interest of the Company.
1.1.6 Change of Control. The term “Change of Control” shall mean the occurrence of any of the following: (i) the sale, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of Civista Bancshares, Inc. to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), or (ii) any person or group is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of Civista Bancshares, Inc., including by way of merger, consolidation, or otherwise.
1.1.7 Committee. The term “Committee” shall mean the Compensation Committee of the Board.
1.1.8 Code. The term “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
1.1.9 Company. The term “Company” shall mean Civista Bancshares, Inc., a bank holding company organized and existing under the laws of the State of Ohio and registered with the Board of Governors of the Federal Reserve System, its corporate successors, and the surviving corporation resulting from any merger of Civista Bancshares, Inc. with any other corporation or corporations, and any United States subsidiary or affiliate of Civista Bancshares, Inc. that adopts the Plan with the consent of Civista Bancshares, Inc.
1.1.10 Disability. The term “Disability” shall mean the total and permanent disability of a Participant as determined by the Social Security Administration.
1.1.11 Disability Benefit. The term “Disability Benefit” shall mean, with respect to a Participant who has a Separation from Service without Cause due to the Participant’s Disability, a monthly amount equal to one-twelfth (1/12) of the Participant’s Accrued Benefit calculated as of the date of the Participant’s Separation from Service due to Disability, calculated as of the date of the Separation from Service and commencing with the first (1st) business day of the second (2nd) month following the month in which the Participant’s Separation from Service due to Disability occurs (provided that if the period prior to the first (1st) day of the second (2nd) month begins in one (1) calendar year and ends in another calendar year, the Participant shall have no right to designate the year of payment), and ending with the 120th month thereafter). A Disability Benefit shall be in lieu of a
Retirement Benefit. For purposes of clarity, no Disability Benefit shall be payable until the Participant provides notice to the Committee of a Social Security Administration determination of the Participant’s Disability. Any amount that should have been paid between the payment commencement date described above and the date of the receipt of the Committee’s notice of the Social Security Administration’s decision shall be paid in a lump sum as soon as administratively practicable after the date such Social Security Administration determination is received by the Committee. The Participant’s remaining Disability Benefits shall be paid monthly thereafter.
1.1.12 Eligible Employee. The term “Eligible Employee” shall mean an Employee who is an officer of Civista Bancshares, Inc. at the level of Senior Vice President or higher. For purposes of clarity, whether an Eligible Employee participates in the Plan is subject to the discretion of the Committee and status as an Eligible Employee does not necessarily entitle the individual to participate in the Plan.
1.1.13 Employee. The term “Employee” shall mean an individual carried on and paid through the payroll of the Company as an employee.
1.1.14 ERISA. The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
1.1.15 Full Retirement Age. The term “Full Retirement Age” shall mean age 65 or such other age set forth opposite each Participant’s name in Exhibit A, attached hereto and made a part hereof.
1.1.16 Participant. The term “Participant” shall mean any Eligible Employee of the Company, who participates in the Plan pursuant to Article II of the Plan.
1.1.17 Plan. The term “Plan” shall mean the Civista Bancshares, Inc. Supplemental Nonqualified Executive Retirement Plan, as set forth herein with all amendments, modifications, supplements, and appendices hereinafter made.
1.1.18 Plan Year. The term “Plan Year” shall mean any January 1 - December 31 calendar year.
1.1.19 Retirement. The term “Retirement” shall mean a Participant’s Separation from Service with the Company for any reason, other than death, a Separation from Service for Cause or a Separation from Service due to Disability.
1.1.20 Retirement Benefit. The term “Retirement Benefit” of a Participant shall mean, with respect to a Participant who has a Retirement, a monthly amount equal to one-twelfth (1/12) of the Participant’s Vested Accrued Benefit, calculated as of the date of Retirement and commencing, except as otherwise provided in Section 3.1.2 hereof, with the first (1st) business day of the second (2nd) month following the month in which the Participant’s Retirement occurs (provided that if the period prior to the first (1st) day of the second (2nd) month begins in one (1) calendar year and ends in another calendar year, the Participant shall have no right to designate the year of payment), and ending with the one hundred twentieth (120th) month thereafter).
1.1.21 Section 409A. The term “Section 409A” shall mean Section 409A of the Code and the final regulations and other guidance issued thereunder.
1.1.22 Separation from Service. The term “Separation from Service” shall mean the termination of employment of a Participant with the Company and its Affiliates, which termination of employment constitutes a “separation from service” within the meaning of Section 409A.
1.1.23 Specified Employee. The term “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A and any “specified employee” identification policy of Civista Bancshares, Inc.
1.1.24 Vested. The Term “Vested” shall mean the vested portion of a Participant’s Accrued Benefit determined by the Committee pursuant to Article IV of the Plan.
1.1.25 Years of Service. The term “Years of Service” shall mean service credited to a Participant under the provisions of Article IV.
1.2 Construction. Where necessary or appropriate to the meaning hereof, the singular shall be deemed to include the plural, the plural to include the singular, the masculine to include the feminine, and the feminine to include the masculine.
ARTICLE II
ELIGIBILITY FOR PLAN PARTICIPATION
2.1 Selection. Participation in the Plan shall be limited to a select group of executive management and highly compensated Eligible Employees, as determined and selected by the Committee in its sole discretion and ratified by the Board.
2.2 Beginning of Participation. Eligible Employees selected in 2011 pursuant to Section 2.1 to participate in the Plan shall become Participants as of January 1, 2011. All other Eligible Employees shall be eligible to participate in the Plan as of the first January 1 following determination and selection by the Committee and ratification by the Board pursuant to Section 2.1.
2.3 End of Participation. An Employee shall cease to be a Participant immediately upon the first to occur of the following: (i) the Employee’s Separation from Service; or (ii) the end of the Plan Year in which the Committee, in its sole discretion, determines that the Employee is no longer an Eligible Employee. If the Committee ends a Participant’s participation before the Participant’s Retirement or Separation from Service, the Participant’s Accrued Benefit as of the Participant’s Full Retirement Date as listed on Exhibit A shall be determined by multiplying the amount listed on Exhibit A by the number of years between the date that the Participant was named as a Participant under the Plan and the date that such participation ended, and dividing by the total number of years between the date that the Participant was named as a Participant under the Plan and the Full Retirement Date.
ARTICLE III
BENEFITS
3.1 Retirement Benefit; Disability Benefit.
3.1.1 In General. Upon the Retirement of a Vested Participant, such Participant shall be entitled to a Retirement Benefit in lieu of all other Plan benefits. Upon the Separation from Service of a Participant without Cause due to Disability, such Participant shall be entitled to a Disability Benefit in lieu of all other Plan benefits. Payment of such benefits shall be made in accordance with Section 3.1.2 or the definition of the Retirement Benefit or Disability Benefit, as the case may be, in Article I.
3.1.2 Payment of Retirement Benefit to Specified Employees. Notwithstanding anything to the contrary, a Retirement Benefit payable upon the Retirement of a Vested Specified Employee shall not start to be paid until the thirty (30) day period commencing with the first day of the seventh (7th) month following the month of the Vested Specified Employee’s Retirement; provided that if such thirty (30) day period begins in one calendar year and ends in another calendar year, such Specified Employee shall have no right to designate the calendar year of payment. Any amount that would have been paid between the first (1st) business day of the second (2nd) month following the month in which the Participant’s Retirement and the first day of the seventh (7th) month following the month of the Specified Employee’s Retirement, shall be paid in a lump sum with the first monthly payment described in the first sentence of this Section 3.1.2 and the Participant’s remaining Retirement Benefits shall be paid monthly thereafter.
3.1.3 Payments as Separate Payments. The right to each installment payment is to be treated as a right to a series of separate payments, as permitted under Section 409A.
3.1.4 No Acceleration or Delay. Except as permitted by Section 409A, no acceleration or delay of the time, or change to the form, of payment of the Retirement Benefit or Disability Benefit shall be permitted.
3.2 Reporting and Withholding. All accruals and payments under the Plan will be subject to any reporting, disclosures, and/or withholding required, in the sole judgment of the Company, to be made under applicable federal, state, local, or other laws then in effect, in amounts and in a manner determined in the sole discretion of the Company. If withholding of any taxes is required prior to payment hereunder, such taxes shall be withheld from the other compensation of the Participant, and the Participant through the Participant’s participation in the Plan acknowledges and authorizes such withholding without further action of the Company. If no other compensation is then payable to the Participant, the Participant shall remit to the Company an amount sufficient to satisfy the Participant’s tax liability.
3.3 Tax Treatment. Notwithstanding any other provision of the Plan, although the Board, the Company, and any designee of the Board or the Company shall use their best efforts to avoid the imposition of taxation, penalties, and interest under Section 409A, the tax treatment of Plan benefits under the Plan shall not be, and is not, warranted or guaranteed. Neither the Company, the Board, nor any of their designees shall be held liable for any taxes, penalties, or other monetary amounts owed by a Participant or other person as a result of the Plan, any deferral or payment under the Plan, or the administration of the Plan.
ARTICLE IV
VESTING
4.1 In General. A Participant’s Retirement Benefit under the Plan shall become nonforfeitable and 100% Vested upon the earlier of (i) the Participant’s completion of ten (10) Years of Service, (ii) the Participant’s Separation from Service due to Disability, or (iii) the Participant’s Separation from Service without Cause within the first two (2) years after a Change in Control. Prior to a Participant’s completion of ten (10) Years of Service, Separation from Service due to Disability or Separation from Service without Cause following a Change in Control, the following vesting schedule shall apply, and the vested percentage determined pursuant to such vesting schedule shall be applied to the Participant’s Accrued Benefit:
| Completed Years of Service | Vested Percentage |
|---|---|
| Less than 1 | 0% |
| 1 | 10% |
| 2 | 20% |
| 3 | 30% |
| 4 | 40% |
| 5 | 50% |
| 6 | 60% |
| 7 | 70% |
| 8 | 80% |
| 9 | 90% |
| Completed Years of Service | Vested Percentage |
| --- | --- |
| 10 or more | 100% |
4.2 Exceptions.
4.2.1 Notwithstanding any provision of the Plan to the contrary, if a Participant terminates employment with the Company because of death or a Termination for Cause, the Participant shall automatically forfeit all benefits, and rights to benefits (whether or not Vested, including, without limitation, the Participant’s Retirement Benefit and the Participant’s Disability Benefit) under the Plan.
4.2.2 Notwithstanding the vesting schedule in Section 4.1, the Board/Committee may, at any time and in its sole discretion, accelerate vesting of a Participant’s Accrued Benefit under the Plan. However, consistent with Section 3.1.3 hereof, such acceleration of vesting shall not result in a change in the time or form of payment of the Retirement Benefit or Disability Benefit under the Plan.
4.2.3 If the Participant or Beneficiary does not inform the Company of their current address and the Participant or Beneficiary does not file a claim for any benefits due under the plan within 3 years from the date that an amount would be payable, any such unclaimed payment shall be forfeited. For purposes of clarity, only payments more than 3 years overdue shall be forfeited.
4.3 Years of Service. Each twelve (12) month period of continuous employment of a Participant with the Company, commencing with the Participant’s date of hire with the Company and any Affiliate, shall constitute a Year of Service.
ARTICLE V
OVERPAYMENTS AND REPAYMENTS
If and to the extent permitted by Section 409A, in the event that the Board determines that the benefits actually paid under the Plan exceed the benefits that were properly payable to a Participant or Beneficiary pursuant to the Plan, the Company may, in addition to exercising any other legal remedies available, reduce or suspend future benefit payments in any manner that the Board in its sole discretion deems equitable and in accordance with Section 409A.
ARTICLE VI
BENEFICIARIES
In the event a Participant dies after Retirement or a Separation from Service due to Disability, but before the amount of the Participant’s Retirement Benefit or Disability Benefit under Section 3.1 of the Plan has been paid in full, any remaining amounts shall be distributed in accordance with the same payment schedule as was applicable to the deceased Participant, to his Beneficiary(ies), who shall be the person(s) designated in writing (in the form and manner specified by either the Company or the Committee) as his Beneficiary(ies) under the Plan. In the event a Participant does not designate a Beneficiary or his designated Beneficiary does not survive the Participant, the deceased Participant’s estate shall be his Beneficiary for Plan purposes. The Company will have no duty, in any circumstances, to attempt to open an estate on behalf of a Participant, to determine whether any designated beneficiary is alive or to ascertain the address of such benefit or otherwise attempt to locate any designated beneficiary or representative of the Executive’s estate.
ARTICLE VII
ADMINISTRATIVE PROVISIONS
7.1 Administration. The Plan shall be administered by Civista Bancshares, Inc. (and to the extent of the Committee’s powers and responsibilities, the Committee) as an unfunded “top hat” plan.
7.2 Powers and Authorities of Civista Bancshares, Inc. and Committee. Except as otherwise specifically provided herein, Civista Bancshares, Inc. (and to the extent of the Committee’s powers and responsibilities, the Committee) shall have full power and authority to interpret, construe, and administer the Plan, and its interpretations and construction hereof, and actions hereunder, including the timing, form, amount, or recipient of any payment to be made hereunder, shall be binding and conclusive on all persons for all purposes. Civista Bancshares, Inc. may delegate any of its powers, authorities, or responsibilities for the operation and administration of the Plan to the Committee and may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder.
ARTICLE VIII
AMENDMENT AND TERMINATION
Civista Bancshares, Inc. reserves the right to amend or terminate the Plan at any time by action of the Board, in accordance with Section 409A, including Treasury Regulation Section 1.409A-3(j)(4)(ix)(C). In the event Civista Bancshares, Inc. terminates the Plan (and all other “plans” required to be aggregated with the Plan) at a time not proximate to a downturn in the financial health of Civista Bancshares, Inc., Plan termination distributions (calculated by the Committee based upon the Participant’s Retirement Benefit as of the last day of the month preceding or coinciding with the Plan’s termination date) to Participants shall be automatically delayed for twelve (12) months following the date of Plan termination and shall be paid in a cash lump sum to each Participant within fifteen (15) days following the twelve (12) month anniversary of such Plan termination date; provided, however, that if such fifteen (15) day period begins in one calendar year and ends in another, the Participant shall have no right to designate the calendar year of payment. Thereafter, no new plan of the same type shall be adopted for three (3) years.
ARTICLE IX
MISCELLANEOUS
9.1 Non-Alienation of Benefits. No benefit under the Plan shall at any time be subject in any manner to the claims of any creditor or to attachment or garnishment or other legal process by any creditor, nor shall any Participant or Beneficiary have the right to alienate, anticipate, pledge, encumber or assign any claim or right to any of the benefits or proceeds which he may expect to receive under the Plan. If any Participant or Beneficiary shall attempt to, or shall, alienate or in any way encumber his benefits under the Plan, or any part thereof, or if by reason of his bankruptcy or other event happening at any time any such benefits would otherwise be received by anyone else or would not be enjoyed by him, his interest in all such benefits shall automatically terminate and the same shall be held or applied to or for the benefit of such person, his spouse, children, or other dependents as the Committee may select. If any Participant or Beneficiary attempts to alienate or encumber his benefits under the Plan, the Company shall be reimbursed and indemnified on demand out of the interest of such Participant in the Plan for any loss, cost or expense incurred as a result of Participant’s actions.
9.2 Payment of Benefits to Others. If any Participant or Beneficiary to whom a benefit is payable is unable to care for his affairs because of minority, illness or accident, any payment due (unless prior claim therefor shall have been made by a duly qualified guardian or other legal representative) may be paid to any individual deemed by the Committee to be maintaining or responsible for the maintenance of such person. Any payment made in accordance with the provisions of this Section 9.2 shall be a complete discharge of any liability of the Plan with respect to the benefit so paid.
9.3 Plan Noncontractual. Nothing herein contained shall be construed as a commitment or agreement on the part of any person employed by the Company to continue his employment with the Company, and nothing herein contained shall be construed as a commitment on the part of the Company to continue the employment or the annual rate of compensation of any such person for any period, and all Participants shall remain subject to discharge to the same extent as if the Plan had never been established.
9.4 Successor Company. The rights and obligations of the Company under the Plan shall inure to
the benefit of, and shall be binding upon, the successors and assigns of the Company.
9.5 Funding. The obligation of the Company under the Plan to provide a Participant or a Beneficiary with a benefit constitutes the unfunded, unsecured promise of the Company to make payments as provided herein. A Participant or Beneficiary shall have only the rights of a general unsecured creditor and shall not have any interest in, or a lien or prior claim upon, any specific assets of the Company. It is the intention of the Company that this Plan be unfunded for purposes of ERISA and the Code.
9.6 Claims and Review Procedures
9.6.1 Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Committee which shall make all determinations concerning such claim. Any claim filed with the Committee and any decision by the Committee denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”).
In General. Notice of a denial of benefits (other than Disability benefits) will be provided within ninety (90) days of the Committee’s receipt of the Claimant’s claim for benefits. If the Committee determines that it needs additional time to review the claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial ninety (90) day period. The extension will not be more than ninety (90) days from the end of the initial ninety (90) day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Committee expects to make a decision.
Disability Benefits. Notice of denial of Disability benefits will be provided within forty five (45) days of the Committee’s receipt of the Claimant’s claim for Disability benefits. If the Committee determines that it needs additional time to review the Disability claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial forty five (45) day period. The extension will not be more than thirty (30) days from the end of the initial forty five (45) day period. If the Committee determines that a decision cannot be made within the first extension period due to matters beyond the control of the Committee, the time period for making a determination may be further extended for an additional thirty (30) days. If such an additional extension is necessary, the Committee shall notify the Claimant prior to the expiration of the initial thirty (30) day extension. Any notice of extension shall indicate the circumstances necessitating the extension of time, the date by, which the Committee expects to furnish a notice of decision, the specific standards on which such entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim and any additional information needed to resolve those issues. A Claimant will be provided a minimum of forty five (45) days to submit any necessary additional information to the Committee. In the event that a thirty (30) day extension is necessary due to a Claimant’s failure to submit information necessary to decide a claim, the period for furnishing a notice of decision shall be tolled from the date on which the notice of the extension is sent to the Claimant until the earlier of the date the Claimant responds to the request for additional information or the response deadline.
Contents of Notice Generally. If a claim for benefits is completely or partially denied, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. The notice shall (i) describe the specific reason or reasons for the denial; (ii) cite the pertinent provisions of the Plan document and (iii) explain, where appropriate,
how the Claimant can perfect the claim, including a description of any additional material or information necessary to complete the claim and why such material or information is necessary. The claim denial also shall include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review.
9.6.2 Appeal of Denied Claims. A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal with a committee designated by the Company or the Committee to hear such appeals (the “Appeals Committee”). A Claimant who timely requests a review of the denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to the Appeals Committee. All written comments, documents, records, and other information shall be considered “relevant” if the information (i) was relied upon in making a benefits determination, (ii) was submitted, considered or generated in the course of making a benefits decision regardless of whether it was relied upon to make the decision, or (iii) demonstrates compliance with administrative processes and safeguards established for making benefit decisions. The Appeals Committee may, in its sole discretion and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal.
In General. Appeal of a denied benefits claim (other than a Disability benefits claim) must be filed in writing with the Appeals Committee no later than sixty (60) days after receipt of the written notification of such claim denial. The Appeals Committee shall make its decision regarding the merits of the denied claim within sixty (60) days following receipt of the appeal (or within one hundred and twenty (120) days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.
Disability Benefits. Appeal of a denied Disability benefits claim must be filed in writing with the Appeals Committee no later than one hundred eighty (180) days after receipt of the written notification of such claim denial. The review shall be conducted by the Appeals Committee (exclusive of the person who made the initial adverse decision or such person’s subordinate). The Appeals Committee shall make its decision regarding the merits of the denied claim within forty five (45) days following receipt of the appeal (or within ninety (90) days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Appeals Committee expects to render the determination on review. Following its review of any additional information submitted by the Claimant, the Appeals Committee shall render a decision on its review of the denied claim.
Contents of Notice Generally. If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. The decision on review shall set forth (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant (as defined above) to the Claimant’s claim, and (iv) a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.
9.7 Claims of Other Persons. The provisions of the Plan shall in no event be construed as giving any person, firm, or corporation any legal or equitable right as against the Company, its officers, employees, or directors, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.
9.8 Participant’s Address. Each Participant shall keep the Company informed of his or her current address and the current address of his Beneficiary. The Company shall not be obligated to search for the Participant or any Beneficiary.
9.9 Severability. If a provision of the Plan is determined to be invalid, illegal or unenforceable, the invalidity, illegality or unenforceability shall not affect the remaining provision of the Plan and the Plan shall be construed in all respects as if such invalid, illegal or unenforceable provision had not been included in the Plan.
9.10 No Suspension of Payments. Monthly benefits of a Participant shall continue to be paid, notwithstanding the fact that the Participant returns to work for the Company.
9.11 Governing Law. To the extent not preempted by federal law, the provisions of the Plan shall be governed and construed in accordance with the laws of the State of Ohio, to the extent such laws are not preempted by the laws of the United States.
9.12 Headings. The headings of the Plan have been inserted for convenience of reference only and are to be ignored in the construction of the provisions of the Plan.
EXHIBIT A
TO
CIVISTA BANCSHARES, INC.
SUPPLEMENTAL NONQUALIFIED EXECUTIVE RETIREMENT PLAN
Dated as of January 1, 2024
Accrued Benefit
EX-10.3
CIVISTA BANK
ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT
This Civista Bank Endorsement Split Dollar Life Insurance Agreement (“Agreement”) is entered into by Civista Bank (“Bank”) and Charles A. Parcher (“Insured”) on June ___, 2025, and shall be effective as of June ___, 2025 (“Effective Date”) with respect to certain policies of life insurance insuring the life of the Insured (“Policy” or “Policies”), which are described in Schedule A attached hereto, and which were or are being issued by the insurance company or companies (“Insurer” or “Insurers”) described in Schedule A. Civista Bancshares, Inc. (the “Company”) has executed this Agreement for the sole purpose of guaranteeing the Bank’s payment of premiums hereunder. Insured is the Chief Lending Officer of the Bank. The respective rights and duties of the Bank and Insured in the Policy are set forth herein and on Schedule A. This Agreement supersedes and renders null and void that certain Civista Bank Endorsement Split Dollar Life Insurance Agreement dated June 13, 2016 by and between Bank and Insured (the “2016 Agreement”). This Agreement is intended to be a non-equity, endorsement split dollar agreement, such that it is not treated as an impermissible personal loan from the Bank to the Insured under Section 402 of the Sarbanes-Oxley Act of 2002. This Agreement shall remain in effect only for so long as the Insured remains employed by the Bank.
- Policy Title and Ownership; Endorsement.
- Policy title and ownership shall reside in the Bank for its use and for the use of the Insured, all in accordance with this Agreement. Such Policy shall be treated as “bank owned life insurance” and is held subject to the provisions and limitations set forth in the Interagency Statement on the Purchase and Risk Management of Life Insurance (OCC 2004-56). The Bank may, to the extent of its interest, exercise the right to borrow or withdraw on the Policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the Policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.
- An endorsement on the form provided by the Insurer must be completed and filed with the Insurer for the Policy identified on Schedule A in order to implement the rights and obligations set forth in this Agreement. The parties agree that the Policy shall be subject to the terms and conditions of this Agreement and of the endorsement filed with the Insurer.
- The Bank agrees that during the Insured’s employment by the Bank, except as otherwise provided herein, the Bank shall not sell, assign, transfer, surrender or cancel the policy, or change the beneficiary designation without the express written consent of the Insured.
- Beneficiary Designation Rights.
(a) The Insured shall have the right and power to designate a beneficiary or beneficiaries on the attached Beneficiary Designation From to receive the Insured’s share of the Policy proceeds payable upon the death of the Insured while the Insured is employed by the Bank, subject to any right or interest the Bank may have in such proceeds, as provided in this Agreement.
Said Beneficiary Designation Form shall be submitted with an executed original of this Agreement to the General Counsel of the Bank.
(b) The Insured may change any beneficiary designation at any time by delivering a new Beneficiary Designation Form to General Counsel at the Bank or the Insurer. Any change in beneficiary designation shall automatically supersede the existing beneficiary designation on file. No designation or change of beneficiary shall be effective until the beneficiary designation form is received, accepted and acknowledged in writing by the Bank/Insurer.
(c) If the Insured dies without a valid beneficiary designation, or if all of the Insured designated beneficiaries predecease the Insured, then the Insured’s surviving spouse, if any, shall be the Insured designated beneficiary. If the Insured has no surviving legal spouse, then the death benefit shall be paid to the personal representative of the Insured’s estate, on behalf of the estate.
(d) The beneficiary designation shall be deemed automatically revoked if the Insured has designated the Insured’s spouse as the primary beneficiary and the marriage to such spouse is legally dissolved after the date of the beneficiary designation.
(e) The Bank shall not terminate, alter or amend the Insured’s beneficiary designations without the written consent of the Insured.
(f) The Bank shall be the beneficiary of any proceeds remaining under the Policy after the payment required under this Agreement has been made to the Insured’s designated beneficiary(ies) and after the Insurer is no longer employed by the Bank.
- Premium Payment. The Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the Policy in force.
- Taxable Benefit. Annually, the Insured will recognize a taxable benefit equal to the assumed cost of insurance required by the Internal Revenue Service (“IRS”), as determined by the Bank from time to time. The Bank will timely report to the Insured the amount of such imputed income each year on IRS Form W-2 or its equivalent. The Bank and the Insured intend that this Agreement will be subject to taxation under the “economic benefit” provisions of Treasury Regulation Section 1.61-22(d).
- Division and Distribution of Death Proceeds. Upon the death of the Insured while employed by the Bank, the Bank shall cooperate with the Insured’s designated beneficiary(ies) to take whatever action is necessary to collect the death benefit provided under the Policy. Subject to Sections 6 and 8 below, the division of the death proceeds of the Policy shall be as follows:
(a) the Insured’s beneficiary(ies) designated in accordance with Section 2 shall be entitled to payment from the Policy proceeds directly from the Insurer of an amount equal to the lesser of:
(i) One Million One Hundred Forty Five Thousand One Hundred Eighty Six Dollars ($1,145,186); or
(ii) The Net Death Benefit. The “Net Death Benefit” shall be the death benefit payable under the terms of the Policy reduced by the aggregate premiums paid by the Bank. Notwithstanding anything to the contrary herein, Bank shall ensure that the Net Death Benefit under the Policy is never less than One Million Five Hundred Nine Thousand Five Hundred Forty Two and 93/100 Dollars ($1,509,542.93) for as long as this Agreement is in effect. In the event that the Bank determines that the Net Death Benefit has decreased or is likely to decrease below said amount, the Bank shall increase the premium payments in order to avoid this result.
(b) the Policy proceeds in excess of the amount payable to the Insured’s beneficiary(ies) described in Section 5(a) shall be payable to the Bank.
- Ownership of the Cash Surrender Value of the Policy. The Bank shall at all times be entitled to one hundred percent (100%) of the Policy’s cash value, as that term is defined in the Policy contract, less any policy loans and unpaid interest or cash withdrawals previously incurred by the Bank. Such cash value shall be determined as of the date of surrender or death, as the case may be.
- Rights of Insured or Assignees. The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, any right, title or interest in the subject Policy nor any rights, options, privileges or duties created under this Agreement.
- Termination of Agreement.
- This Agreement shall terminate upon the occurrence of any one of the following:
- The Insured’s termination of employment for any reason;
- The mutual agreement of the Bank and the Insured;
- If any regulatory agency requires the Bank to sever its relationship with the Insured;
- If the Bank is subjected to banking regulatory restrictions limiting its ability to pay such compensation to the Insured;
- Upon the occurrence of the bankruptcy, insolvency, receivership or dissolution of the Bank; or
- Due to adverse tax or accounting consequences that may arise due to tax law or accounting changes that may arise following the implementation of this Agreement.
In the event of termination of this Agreement under Sections 8(a)(iii) through (vi), the Insured and the Insured’s beneficiary(ies) shall not have a claim against the Bank or the Company due to such termination.
- Except as noted in subsection (a) above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Section 5.
- Amendment and Revocation. The Insured and the Bank agree that, during the Insured’s lifetime, this Agreement may be amended at any time or times, in whole or in part, by the mutual written consent of the Insured and the Bank.
- ERISA Provisions. Solely to the extent this Agreement is a “welfare benefit plan” within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the following provisions shall apply.
- The Bank shall be the named fiduciary for purposes of ERISA under this Agreement. Accordingly, the Bank shall have authority to control and manage the operation and administration of this Agreement, including the right to interpret any provision of this Agreement, and such interpretation shall be binding on all parties.
(b) The named fiduciary designated in Section 10(a) may allocate its responsibilities for the operation and administration of the Agreement, including the designation of persons to carry out fiduciary responsibilities under the Agreement.
(c) All premiums paid with respect to the Policy shall be remitted to the Insurer when due in accordance with the Agreement.
(d) Benefits under this Agreement shall be paid directly by the Insurer, with those benefits in turn being based on the payment of premiums, as provided in this Agreement.
(e) For purposes of handling claims with respect to this Agreement, the “Claims Reviewer” shall be the Bank, unless another person or organizational unit is designated by the Bank as Claims Reviewer.
An initial claim for benefits under this Agreement must be made by the Insured or his beneficiary in accordance with the terms of the Agreement or Policy through which the benefits are provided. Not later than 90 days after receipt of such claim, the Claims Reviewer shall provide its written decision on the claim to the claimant, unless special circumstances require the extension of such 90-day period. If such extension is necessary, the Claims Reviewer shall provide the Insured or the Insured’s beneficiary with written notification of such extension before the expiration of the initial 90-day period.
In the event the Claims Reviewer denies the claim of an Insured or the Insured’s beneficiary in whole or in part, the Claims Reviewer’s written notification shall specify, in a manner calculated to be understood by the claimant, the reason for the denial; a reference to the specific provision of the Agreement or Policy on which the determination is based; a description of any additional material or information necessary for the claimant to perfect the claim; an explanation as to why such information or material is necessary; and an explanation of
the applicable review procedure and the time limits applicable to such procedures, including a statement of the right to bring a civil action under section 502(a) of ERISA following the denial of the claim.
Should the claimant be dissatisfied with the Claims Reviewer’s disposition of the claim, the claimant may have a full and fair review of the denied claim by the Bank upon written request therefore submitted by the claimant or the claimant’s duly authorized representative and received by the Bank within 60 days after the claimant receives written notification that the claim has been denied. In connection with such appeal, the claimant or the claimant’s duly authorized representative shall have the opportunity to submit written comment, documents, records and other information related to the claim. The Claims Reviewer shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim. The Claims Reviewer shall act to deny or accept the appealed claim within 60 days after receipt of the claimant’s written request for review unless special circumstances require the extension of such 60-day period. If such extension is necessary, the Claims Reviewer shall provide the claimant with written notification of such extension and the special circumstances requiring the extension and the date by which the Claims Reviewer expects to render its decision before the expiration of such initial 60-day period. The action of the Claims Reviewer shall be in the form of a written notice to the claimant and its contents shall include the specific reason(s) for the denial; references to the specific provision(s) in the Agreement or Policy on which the denial is based; a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim; and a statement regarding the claimant’s right to bring a civil action under Section 502(a) of ERISA.
In no event may a claimant commence legal action for benefits the claimant believes are due to the claimant until the claimant has exhausted all of the remedies and procedures set forth in this Section and under ERISA. However, in no event may any such action be brought after the limitations period contained in the Policy.
Miscellaneous.
Binding Agreement. The Insured and the Bank agree that this Agreement shall be binding on their heirs, successors, personal representatives and assigns.
Insurance Company Not a Party to this Agreement. The Insurer shall not be deemed a party to this Agreement, but will be provided an executed copy of this Agreement.
Severability. If one or more provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to their terms.
Governing Law. This Agreement shall be governed by the laws of the State of Ohio, to the extent not pre-empted by federal law, without regard to conflict of law provisions.
No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Insured the right to remain an employee of the Bank, nor
does it interfere with the Bank’s right to discharge the Insured from employment. It also does not require the Insured to remain employed or interfere with the Insured’s right to terminate employment at any time.
Payment of Premiums. All premium payments required by this Agreement shall be timely paid in cash or check from the general funds of the Bank. The Company guarantees the payment of such premiums by the Bank.
Notices. Any notice, consent or demand required or permitted to be given hereunder shall be in writing and shall be signed by the party giving such notice, consent or demand. If such notice, consent or demand is mailed to a party hereto, it shall be sent by United States certified mail or reputable overnight delivery service to such party’s last known address as shown on the Bank’s records. The date of the mailing shall be deemed to be the date of the notice.
IN WITNESS WHEREOF, the Bank, the Company and the Insured have executed this Agreement as of the date first set forth above but on the actual dates set forth below.
| CIVISTA BANK<br><br>By:<br><br><br><br>Date: |
|---|
| CIVISTA BANCSHARES, INC.<br><br>By:<br><br><br><br>Date: |
| INSURED:<br><br>Signature:<br><br>Printed Name: Charles A. Parcher<br><br>Date: |
SCHEDULE A
TO
CIVISTA BANK
ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT
| Insurer | Policy Number | Issue Date |
|---|
CIVISTA BANK
ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT
BENEFICIARY DESIGNATION
The Insured, under the terms of the Civista Bank Endorsement Split Dollar Life Insurance Agreement, hereby designates the following Beneficiary(ies) to receive any death benefits under such Agreement, following the Insured’s death:
| PRIMARY BENEFICIARY: | |
|---|---|
| Name:<br><br>Name:<br><br>Name: | % of Benefit:<br><br>% of Benefit:<br><br>% of Benefit: |
| SECONDARY BENEFICIARY (if all Primary Beneficiaries pre-decease the Insured): | |
| Name:<br><br>Name:<br><br>Name: | % of Benefit:<br><br>% of Benefit:<br><br>% of Benefit: |
This Beneficiary Designation hereby revokes any prior Beneficiary Designation which may have been in effect and this Beneficiary Designation is revocable.
Date:
Charles A. Parcher
Chief Lending Officer