þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2010 | ||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Florida
(State or Other Jurisdiction of Incorporation or Organization) |
59-2260678
(I.R.S. Employer Identification No.) |
|
815 Colorado Avenue, Stuart, FL
(Address of Principal Executive Offices) |
34994
(Zip Code) |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Large accelerated filer
o
|
Accelerated filer þ |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
2
3
| the effects of future economic, business and market conditions and changes, domestic and foreign, including seasonality; | |
| changes in governmental monetary and fiscal policies, including interest rate policies of the Federal Reserve Board (the FRB); | |
| legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, including those associated with the Dodd Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and changes in the scope and cost of Federal Deposit Insurance Corporation (FDIC) insurance and other coverage; | |
| changes in accounting policies, rules and practices and applications or determinations made thereunder; | |
| the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and interest sensitive assets and liabilities; | |
| changes in borrower credit risks and payment behaviors; | |
| changes in the availability and cost of credit and capital in the financial markets; | |
| changes in the prices, values and sales volumes of residential and commercial real estate in the United States and in the communities we serve, which could impact write-downs of assets, our ability to liquidate non-performing assets, realized losses on the disposition of non-performing assets and increased credit losses; | |
| our ability to comply with any requirements imposed on us or on Seacoast National Bank (Seacoast National) by regulators and the potential negative consequences that may result; | |
| our concentration in commercial real estate loans; | |
| the failure of assumptions and estimates, as well as differences in, and changes to, economic, market and credit conditions, including changes in borrowers credit risks and payment behaviors from those used in our loan portfolio stress test; | |
| the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services; |
4
| the failure of assumptions and estimates underlying the establishment of reserves for possible loan losses and other estimates; | |
| the impact on the valuation of our investments due to market volatility or counterparty payment risk; | |
| statutory and regulatory restrictions on our ability to pay dividends to our shareholders, including those imposed by our participation in the U.S. Department of the Treasury (the Treasury) Capital Purchase Program (CPP); | |
| any applicable regulatory limits on Seacoast Nationals ability to pay dividends to us; | |
| increases in regulatory capital requirements for banking organizations generally, which may adversely affect our ability to expand our business or could cause us to shrink our business; | |
| the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; | |
| changes in technology or products that may be more difficult, costly, or less effective than anticipated; | |
| the effects of war or other conflicts, acts of terrorism or other catastrophic events that may affect general economic conditions; | |
| the risks that our deferred tax assets could be reduced if estimates of future taxable income from our operations and tax planning strategies are less than currently estimated, and sales of our capital stock could trigger a reduction in the amount of net operating loss carryforwards that we may be able to utilize for income tax purposes; and | |
| other factors and risks described under Risk Factors herein and in any of our subsequent reports that we make with the Securities and Exchange Commission (the Commission or SEC) under the Exchange Act. |
5
Item 1.
Business
FNB Brokerage Services, Inc. (FNB Brokerage), which
provides brokerage and annuity services;
FNB Insurance Services, Inc. (FNB Insurance), an
inactive subsidiary, which was formed to provide insurance
agency services;
South Branch Building, Inc., which is a general partner in a
partnership that constructed a branch facility of Seacoast
National; and
TCoast Holdings, LLC, BR West, LLC, TC Stuart, LLC and TC
Property Ventures, LLC, each of which was formed to own and
operate certain properties acquired through foreclosure.
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SBCF Capital Trust I, formed on March 31, 2005 for the
purpose of issuing $20 million in trust preferred
securities;
SBCF Statutory Trust II, formed on December 16, 2005,
also for the purpose of issuing $20 million in trust
preferred securities;
SBCF Statutory Trust III, formed on June 29, 2007, for
the purpose of issuing $12 million in trust preferred
securities; and
SBCF Statutory Trusts IV and V, formed on May 16,
2008, for the purpose of issuing additional preferred securities
in the future. These trusts have been inactive since their
formation.
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Minimum Common Equity.
The minimum requirement
for common equity, the highest form of loss absorbing capital,
will be raised from the current 2.0% level, before the
application of regulatory adjustments, to 4.5% after the
application of stricter adjustments. This requirement will be
phased in by January 1, 2015. As noted below, total common
equity required will rise to 7.0% by January 1, 2019 (4.5%
attributable to the minimum required common equity plus 2.5%
attributable to the capital conservation buffer).
Minimum Tier 1 Capital.
The minimum
Tier 1 capital requirement, which includes common equity
and other qualifying financial instruments based on stricter
criteria, will increase from 4.0% to 6.0% also by
January 1, 2015. Total Tier 1 capital will rise to
8.5% by January 1, 2019 (6.0% attributable to the minimum
required Tier 1 capital ratio plus 2.5% attributable to the
capital conservation buffer, as discussed below).
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Minimum Total Capital.
The minimum Total
Capital (Tier 1 and Tier 2 capital) requirement will
increase to 8.0% (10.5% by January 1, 2019, including the
capital conservation buffer).
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Regulatory
Seacoast
Seacoast
Minimum
(Consolidated)
National
4.0
%
16.56
%
15.03
%
8.0
%
17.84
%
16.30
%
3.0-5.0
%
10.25
%
9.29
%
15
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its net income available to shareholders for the past four
quarters, net of dividends previously paid during that period,
is not sufficient to fully fund the dividends;
its prospective rate of earnings retention is not consistent
with its capital needs and overall current and prospective
financial condition; or
it will not meet, or is in danger of not meeting, its minimum
regulatory capital adequacy ratios.
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Deposit Insurance
12 to 14 basis points
17 basis points
35 basis points
50 basis points
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ensuring that incentive compensation for senior executives does
not encourage unnecessary and excessive risks that threaten the
value of the financial institution;
required clawback of any bonus or incentive compensation paid to
a senior executive based on statements of earnings, gains or
other criteria that are later proven to be materially inaccurate;
prohibition on making golden parachute payments to senior
executives; and
an agreement not to deduct for tax purposes executive
compensation in excess of $500,000 for each senior executive.
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the development of internal policies, procedures, and controls;
the designation of a compliance officer;
an ongoing employee training program; and
an independent audit function to test the programs.
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Total reported loans for construction, land development, and
other land of 100 percent or more of a banks total
capital; or
Total reported loans secured by multifamily and nonfarm
nonresidential properties and loans for construction, land
development, and other land of 300 percent or more of a
banks total capital.
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limit the interest and other charges collected or contracted for
by Seacoast National, including new rules respecting the terms
of credit cards and of debit card overdrafts;
govern Seacoast Nationals disclosures of credit terms to
consumer borrowers;
require Seacoast National to provide information to enable the
public and public officials to determine whether it is
fulfilling its obligation to help meet the housing needs of the
community it serves;
prohibit Seacoast National from discriminating on the basis of
race, creed or other prohibited factors when it makes decisions
to extend credit; and
govern the manner in which Seacoast National may collect
consumer debts.
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require Seacoast National to adequately disclose the interest
rates and other terms of consumer deposit accounts;
impose a duty on Seacoast National to maintain the
confidentiality of consumer financial records and prescribe
procedures for complying with administrative subpoenas of
financial records;
require escheatment of unclaimed funds to the appropriate state
agencies after the passage of certain statutory time
frames; and
govern automatic deposits to and withdrawals from deposit
accounts with Seacoast National and the rights and liabilities
of customers who use automated teller machines, or ATMs, and
other electronic banking services. As described above, beginning
in July 2010, new rules took effect that limited Seacoast
Nationals ability to charge fees for the payment of
overdrafts for every day debit and ATM card transactions.
Item 1A.
Risk
Factors
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We expect to face increased regulation of our industry,
including as a result of recent regulatory reform initiatives by
the U.S. government. Compliance with such regulations may
increase our costs and limit our ability to pursue business
opportunities.
Market developments, government programs and the winding down of
various government programs may continue to adversely affect
consumer confidence levels and may cause adverse changes in
borrower behaviors and payment rates, resulting in further
increases in delinquencies and default rates, which could affect
our loan charge-offs and our provisions for credit losses.
Our ability to assess the creditworthiness of our customers or
to estimate the values of our assets and collateral for loans
will be reduced if the models and approaches we use become less
predictive of future behaviors, valuations, assumptions or
estimates. We estimate losses inherent in our credit exposure,
the adequacy of our allowance for loan losses and the values of
certain assets by using estimates based on difficult,
subjective, and complex judgments, including estimates as to the
effects of economic conditions and how these economic conditions
might affect the ability of our borrowers to repay their loans
or the value of assets.
Our ability to borrow from other financial institutions on
favorable terms or at all, or to raise capital, could be
adversely affected by further disruptions in the capital markets
or other events, including, among other things, deterioration in
investor expectations and changes in the FDICs resolution
authority or practices.
Failures of other depository institutions in our markets and
increasing consolidation of financial services companies as a
result of current market conditions could increase our deposits
and assets, necessitating additional capital, and may have
unexpected adverse effects upon our ability to compete
effectively.
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ensuring that incentive compensation for senior executives does
not encourage unnecessary and excessive risks that threaten the
value of the financial institution;
required clawback of any bonus or incentive compensation paid to
a senior executive based on statements of earnings, gains or
other criteria that are later proven to be materially inaccurate;
prohibition on making golden parachute payments to senior
executives; and
agreement not to deduct for tax purposes executive compensation
in excess of $500,000 for each senior executive.
a prohibition on making any golden parachute payment to a senior
executive officer or any of our next five most highly
compensated employees;
a prohibition on any compensation plan that would encourage
manipulation of the reported earnings to enhance the
compensation of any of its employees; and
a prohibition of the five highest paid executives from receiving
or accruing any bonus, retention award or incentive
compensation, or bonus except for long-term restricted stock
with a value not greater than one-third of the total amount of
annual compensation of the employee receiving the stock.
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any authorization or issuance of shares ranking senior to the
Series A Preferred Stock;
any amendment to the rights of the Series A Preferred Stock
so as to adversely affect the rights, preferences, privileges or
voting power of the Series A Preferred Stock; or
consummation of any merger, share exchange or similar
transaction unless the shares of Series A Preferred Stock
remain outstanding, or if we are not the surviving entity in
such transaction, are converted into or exchanged for preference
securities of the surviving entity and the shares of
Series A Preferred Stock remaining outstanding or such
preference securities have such rights, preferences, privileges
and voting power as are not materially less favorable to the
holders than the rights, preferences, privileges and voting
power of the shares of Series A Preferred Stock. Holders of
Series A Preferred Stock could block the foregoing
transitions, even where considered desirable by, or in the best
interests of, holders of our common stock.
Item 1B.
Unresolved
Staff Comments
Item 2.
Properties
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40
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Item 3.
Legal
Proceedings
Item 4.
[Reserved]
42
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Item 5.
Market
For Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
Sale Price Per Share of
Quarterly Dividends
Seacoast Common Stock
Declared Per Share of
High
Low
Seacoast Common Stock
$
6.870
$
2.170
$
0.01
4.350
2.150
0.00
2.840
1.910
0.00
2.620
1.180
0.00
$
2.040
$
1.370
$
0.00
2.500
1.280
0.00
1.480
1.120
0.00
1.460
1.120
0.00
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Period Ending
12/31/05
12/31/06
12/31/07
12/31/08
12/31/09
12/31/10
100.00
110.54
47.51
31.66
7.84
7.02
100.00
110.39
122.15
73.32
106.57
125.91
100.00
117.26
88.33
35.76
35.90
34.86
©
2011
www.snl.com
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Item 6.
Selected
Financial Data
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
Item 8.
Financial
Statements and Supplementary Data
Item 9.
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
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Item 9B.
Other
Information.
Item 10.
Directors,
Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
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Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Number of Securities
Number of
Remaining Available
Securities to be
Weighted Average
for Future Issuance
Issued Upon
Exercise Price of
Under Equity
Exercise of
Outstanding
Compensation Plans
Outstanding
Options,
(Excluding
Options, Warrants
Warrants and
Securities
and Rights
Rights
Reflected in Column (a))
$
546,796
21.39
510,155
1,500,000
228,407
546,796
$
21.39
2,238,562
(1)
Seacoast Banking Corporation of Florida 1996 Long-Term Incentive
Plan. Shares reserved under this plan are available for issuance
pursuant to the exercise of stock options and stock appreciation
rights granted under the plan, and may be granted as awards of
restricted stock, performance shares, or other stock-based
awards, including unrestricted stock.
(2)
Seacoast Banking Corporation of Florida 2000 Long-Term Incentive
Plan. Shares reserved under this plan are available for issuance
pursuant to the exercise of stock options and stock appreciation
rights granted under the plan and may be granted as awards of
performance shares, and awards of restricted stock or
stock-based awards.
(3)
Seacoast Banking Corporation of Florida 2008 Long-Term Incentive
Plan. Shares reserved under this plan are available for issuance
pursuant to the exercise of stock options and stock appreciation
rights granted under the plan, and may be granted as awards of
restricted stock, performance shares, or other stock-based
awards.
(4)
Seacoast Banking Corporation of Florida Employee Stock Purchase
Plan, as amended.
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accountant Fees and Services
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Item 15.
Exhibits,
Financial Statement Schedules
Incorporated herein by reference from Exhibit 3.1 to
the Companys Quarterly Report of Form
10-Q,
filed
May 10, 2006.
Incorporated herein by reference from Exhibit 3.1 to
the Companys
Form 8-K,
filed December 23, 2008.
Incorporated herein by reference from Exhibit 3.4 to
the Companys
Form S-1,
filed June 22, 2009.
Incorporated herein by reference from Exhibit 3.1 to
the Companys
Form 8-K,
filed July 20, 2009.
Incorporated herein by reference from Exhibit 3.1 to
the Companys
Form 8-K,
filed December 3, 2009.
Incorporated herein by reference from Exhibit 3.1 to
the Companys
Form 8-K/A,
filed July 14, 2010.
Incorporated herein by reference from Exhibit 3.1 to
the Companys
Form 8-K,
filed June 25, 2010.
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Incorporated herein by reference from Exhibit 3.2 to
the Companys
Form 8-K,
filed December 21, 2007.
Incorporated herein by reference from the Companys
Annual Report on
Form 10-K,
dated March 28, 2003.
Dated as of March 31, 2005, between the Company and
Wilmington Trust Company, as Trustee (including the form of
the Floating Rate Junior Subordinated Note, which appears in
Section 2.1 thereof), incorporated herein by reference from
Exhibit 10.1 to the Companys
Form 8-K
filed April 5, 2005.
Dated as of March 31, 2005 between the Company, as
Guarantor, and Wilmington Trust Company, as Guarantee
Trustee, incorporated herein by reference from Exhibit 10.2
to the Companys
Form 8-K
filed April 5, 2005.
Dated as of March 31, 2005, among the Company, as
Depositor, Wilmington Trust Company, as Property Trustee,
Wilmington Trust Company, as Delaware Trustee and the
Administrative Trustees named therein, as Administrative
Trustees (including exhibits containing the related forms of the
SBCF Capital Trust I Common Securities Certificate and the
Preferred Securities Certificate), incorporated herein by
reference from Exhibit 10.3 to the Companys
Form 8-K
filed April 5, 2005.
Dated as of December 16, 2005, between the Company and
U.S. Bank National Association, as Trustee (including the
form of the Junior Subordinated Debt Security, which appears as
Exhibit A to the Indenture), incorporated herein by
reference from Exhibit 10.1 to the Companys
Form 8-K
filed December 21, 2005.
Dated as of December 16, 2005, between the Company, as
Guarantor, and U.S. Bank National Association, as Guarantee
Trustee, incorporated herein by reference from Exhibit 10.2
to the Companys
Form 8-K
filed December 21, 2005.
Dated as of December 16, 2005, among the Company, as
Sponsor, Dennis S. Hudson, III and William R. Hahl, as
Administrators, and U.S. Bank National Association, as
Institutional Trustee (including exhibits containing the related
forms of the SBCF Statutory Trust II Common Securities
Certificate and the Capital Securities Certificate),
incorporated herein by reference from Exhibit 10.3 to the
Companys
Form 8-K
filed December 21, 2005.
Dated June 29, 2007, between the Company and LaSalle
Bank, as Trustee (including the form of the Junior Subordinated
Debt Security, which appears as Exhibit A to the
Indenture), incorporated herein by reference from
Exhibit 10.1 to the Companys
Form 8-K
filed July 3, 2007.
Dated June 29, 2007, between the Company, as Guarantor,
and LaSalle Bank, as Guarantee Trustee, incorporated herein by
reference from Exhibit 10.2 to the Companys
Form 8-K
filed July 3, 2007.
Dated June 29, 2007, among the Company, as Sponsor,
Dennis S. Hudson, III and William R. Hahl, as
Administrators, and LaSalle Bank, as Institutional Trustee
(including exhibits containing the related forms of the SBCF
Statutory Trust III Common Securities Certificate and the
Capital Securities Certificate), incorporated herein by
reference from Exhibit 10.3 to the Companys
Form 8-K
filed July 3, 2007.
Dated May 16, 2008, among the Company, as Depositor and
Wilmington Trust Company, a Delaware
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Dated May 16, 2008, among the Company, as Depositor and
Wilmington Trust Company, a Delaware banking corporation,
as Trustee (including exhibits containing the related forms of
Junior Subordinated Indenture, Subordinated Indenture, Senior
Indenture, Guarantee Agreement and the Amended and Restated
Trust Agreement of SBCF Capital Trust V), incorporated
herein by reference from Exhibit 4.14 to the Companys
Form S-3
filed May 23, 2008.
Incorporated herein by reference from Exhibit 4.1 to
the Companys
Form 8-K,
filed December 23, 2008.
Incorporated herein by reference from Exhibit 4.2 to
the Companys
Form 8-K,
filed December 23, 2008.
Dated October 23, 2009, between the Company and CapGen
Capital Group III, L.P., incorporated herein by reference from
Exhibit 10.1 to the Companys
Form 8-K,
filed October 29, 2009.
Dated October 23, 2009, between the Company and CapGen
Capital Group III, L.P., incorporated herein by reference from
Exhibit 10.2 to the Companys
Form 8-K,
filed October 29, 2009.
Dated as of April 8, 2010, among the Company and the
investors named on the signature pages thereto, incorporated
herein by reference from Exhibit 10.2 to the Companys
Form 8-K/A,
filed July 14, 2010.
Incorporated by reference from Exhibit A to the
Companys Definitive Proxy Statement on Schedule 14A,
filed with the Commission on April 27, 2009.
Dated January 18, 1994 between Dennis S. Hudson, III
and the Bank, incorporated herein by reference from the
Companys Annual Report on
Form 10-K,
dated March 28, 1995.
Dated January 2, 2007 between Harry R. Holland, III
and the Bank, incorporated herein by reference from
Exhibit 10.1 to the Companys
Form 8-K,
filed January 3, 2007.
Incorporated herein by reference from the Companys
Registration Statement on
Form S-8
File
No. 333-49972,
filed November 15, 2000.
Incorporated herein by reference from Exhibit 10.12 to the
Companys Annual Report on Form
10-K,
filed
March 30, 2001.
Incorporated herein by reference from Exhibit 10.13 to
the Companys Annual Report on Form
10-K,
filed
March 28, 2003.
Dated December 24, 2003 between Dennis S. Hudson, III
and the Company, incorporated herein by reference from
Exhibit 10.14 to the Companys
Form 8-K,
filed December 29, 2003.
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Dated December 24, 2003 between William R. Hahl and the
Company, incorporated herein by reference from
Exhibit 10.17 to the Companys
Form 8-K,
filed December 29, 2003.
Dated December 24, 2003 between Jean Strickland and the
Company, incorporated herein by reference from
Exhibit 10.18 to the Companys
Form 8-K,
filed January 9, 2004.
Dated July 18, 2006 between Richard A. Yanke and the
Company, incorporated herein by reference from
Exhibit 10.19 to the Companys Annual Report on
Form 10-K,
filed March 15, 2007.
Dated June 15, 2004, but effective July 1, 2004,
incorporated herein by reference from Exhibit 10.23 to the
Companys Annual Report on
Form 10-K,
filed on March 17, 2005.
Dated March 26, 2008 between O. Jean Strickland and the
Bank and Company, incorporated herein by reference from
Exhibit 10.1 to the Companys
Form 8-K,
filed March 26, 2008.
Incorporated herein by reference from Exhibit A to the
Companys Proxy Statement on Form DEF 14A, filed
March 18, 2008.
Dated December 19, 2008, between the Company and the
United States Department of the Treasury incorporated herein by
reference from Exhibit 10.1 to the Companys
Form 8-K,
filed December 23, 2008.
Dated December 16, 2008, between the Company and the
Office of the Comptroller of the Currency incorporated herein by
reference from Exhibit 10.4 to the Companys
Form 8-K,
filed December 23, 2008
Dated December 19, 2008, issued to the United Stated
Department of the Treasury incorporated herein by reference from
Exhibit 10.2 to the Companys
Form 8-K,
filed December 23, 2008.
Dated December 19, 2008, issued to the United States
Department of the Treasury incorporated herein by reference from
Exhibit 10.3 to the Companys
Form 8-K,
filed December 23, 2008.
Incorporated herein by reference from Exhibit 10.1 to the
Companys
Form 8-K,
filed January 5, 2009.
Dated as of April 8, 2010, among Seacoast Banking
Corporation of Florida and the investors named on the signature
pages thereto, incorporated herein by reference from
Exhibit 10.1 to the Companys
Form 8-K/A
filed July 14, 2010.
51
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*
Management contract or compensatory plan or arrangement.
**
The certifications attached as Exhibits 32.1 and 32.2
accompany this Annual Report on Form
10-K
and are
furnished to the Securities and Exchange Commission
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and shall not be deemed filed by the Company for
purposes of Section 18 of the Exchange Act.
52
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By:
Chairman of the Board, Chief Executive Officer and Director
(principal executive officer)
March 14, 2011
Vice-Chairman of the Board and Director
March 14, 2011
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)
March 14, 2011
Director
March 14, 2011
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March 14, 2011
March 14, 2011
March 14, 2011
March 14, 2011
March 14, 2011
March 14, 2011
March 14, 2011
March 14, 2011
54
ARTICLE 1 INTRODUCTION
|
1 | |||
|
||||
1.01
History of the Plan
|
1 | |||
1.02
Amended and Restated Plan
|
1 | |||
1.03
Plan Governs Distribution of Benefits
|
1 | |||
1.04
Purpose
|
1 | |||
|
||||
ARTICLE 2 DEFINITIONS
|
2 | |||
|
||||
Account
|
2 | |||
Adjustment
|
2 | |||
Affiliate
|
2 | |||
Authorized Leave of Absence
|
2 | |||
Beneficiary
|
2 | |||
Board
|
3 | |||
Break in Service
|
3 | |||
Code
|
3 | |||
Committee
|
3 | |||
Company
|
3 | |||
Company Stock
|
3 | |||
Company Stock Fund
|
3 | |||
Compensation
|
4 | |||
Contribution Agreement
|
4 | |||
Disability
|
4 | |||
Effective Date
|
4 | |||
Elective Profit Sharing Contribution
|
4 | |||
Eligible Employee
|
4 | |||
Employee
|
5 | |||
Employee Contribution
|
5 | |||
Employer
|
5 | |||
Employer Contribution
|
5 | |||
Employer Matching Contribution
|
5 | |||
Employer Matching Contribution Account
|
5 | |||
Entry Date
|
5 | |||
ERISA
|
5 | |||
Fiduciary
|
5 | |||
Highly Compensated Employee
|
5 | |||
Hour of Service
|
5 | |||
Investment Fund
|
6 | |||
Leased Employee
|
6 | |||
Non-elective Contribution
|
6 | |||
Non-Elective Profit Sharing Contribution
|
6 | |||
Normal Retirement Age
|
6 | |||
One-Year Break in Service
|
6 | |||
Participant
|
7 |
- i -
Plan
|
7 | |||
Plan Administrator or Administrator
|
7 | |||
Plan Year
|
7 | |||
Port St. Lucie Participant
|
7 | |||
Profit Sharing Contribution
|
7 | |||
Profit Sharing Contribution Account
|
7 | |||
Qualified Domestic Relations Order
|
7 | |||
Qualified Non-elective Contribution
|
7 | |||
Qualified Plan
|
7 | |||
Retirement
|
7 | |||
Retirement Contribution
|
7 | |||
Retirement Contribution Account
|
7 | |||
Rollover Contribution
|
7 | |||
Rollover Contribution Account
|
7 | |||
Roth 401(k) Contribution
|
7 | |||
Roth 401(k) Contribution Account
|
8 | |||
Salary Savings Contribution
|
8 | |||
Salary Savings Contribution Account
|
8 | |||
Separated Participant
|
8 | |||
Spouse
|
8 | |||
Termination of Employment
|
8 | |||
Transfer Contribution
|
9 | |||
Transfer Contribution Account
|
9 | |||
Treasury Regulation
|
9 | |||
Trust or Trust Agreement
|
9 | |||
Trust Fund or Fund
|
9 | |||
Trustee
|
9 | |||
Valuation Date
|
9 | |||
Voluntary After-Tax Contributions
|
9 | |||
Voluntary After-Tax Contribution Account
|
9 | |||
Year of Eligibility Service
|
9 | |||
Year of Vesting Service
|
9 | |||
|
||||
ARTICLE 3 PARTICIPATION
|
10 | |||
|
||||
3.01
Participation
|
10 | |||
3.02
Year of Eligibility Service
|
11 | |||
3.03
Participation and Rehire
|
11 | |||
3.04
Acquisitions
|
11 | |||
3.05
Not Contract for Employment
|
11 | |||
|
||||
ARTICLE 4 EMPLOYEE CONTRIBUTIONS
|
12 | |||
|
||||
4.01
Employee Contributions
|
12 | |||
4.02
Elections Regarding Employee Contributions
|
13 | |||
4.03
Changes in Employee Contribution Percentage or Suspension of Contributions
|
14 | |||
4.04
Deadline for Contribution and Allocation of Salary Savings Contributions
|
14 | |||
4.05
Rollover Contributions
|
14 | |||
4.06
Transfer Contribution
|
15 | |||
|
||||
ARTICLE 5 EMPLOYER CONTRIBUTIONS
|
16 | |||
|
||||
5.01
Employer Matching Contribution
|
16 | |||
5.02
Profit Sharing Contributions
|
17 | |||
5.03
Retirement Contribution
|
18 | |||
5.04
Qualified Non-Elective Contributions
|
18 | |||
5.05
Form and Timing of Contributions
|
19 | |||
5.06
Forfeitures
|
19 |
- ii -
5.07
Employment on Last Day of Plan Year
|
19 | |||
|
||||
ARTICLE 6 ACCOUNTS AND ALLOCATIONS
|
20 | |||
|
||||
6.01
Participant Accounts
|
20 | |||
6.02
Allocation of Adjustments
|
21 | |||
6.03
Investment Funds and Elections
|
21 | |||
6.04
Errors
|
22 | |||
6.05
Valuation For Purposes of Distributions
|
23 | |||
|
||||
ARTICLE 7 VESTING
|
24 | |||
|
||||
7.01
Retirement
|
24 | |||
7.02
Disability
|
24 | |||
7.03
Death
|
24 | |||
7.04
Other Termination of Employment
|
24 | |||
7.05
Year of Vesting Service
|
25 | |||
7.06
Forfeitures
|
26 | |||
7.07
Amendment of Vesting Schedule
|
26 | |||
|
||||
ARTICLE 8 DISTRIBUTIONS
|
28 | |||
|
||||
8.01
Commencement of Distribution
|
28 | |||
8.02
Method of Distribution
|
29 | |||
8.03
Minimum Distribution Requirements
|
30 | |||
8.04
Required Minimum Distributions for 2009
|
34 | |||
8.05
Application for Benefits
|
34 | |||
8.06
Distributions Pursuant to Qualified Domestic Relations Orders
|
35 | |||
8.07
Direct Transfer of Account to an Eligible Retirement Plan
|
35 | |||
8.08
Direct Trust to Trust Transfers by Non-Spouse Beneficiaries
|
36 | |||
|
||||
ARTICLE 9 HARDSHIP WITHDRAWALS; IN-SERVICE DISTRIBUTIONS
|
38 | |||
|
||||
9.01
Hardship Withdrawal of Account
|
38 | |||
9.02
Definition of Hardship
|
38 | |||
9.03
Maximum Hardship Distribution
|
39 | |||
9.04
Procedure to Request Hardship
|
40 | |||
9.05
Valuation for Purposes of Withdrawals
|
40 | |||
9.06
Age 59
1
/
2
In-Service Distributions
|
40 | |||
|
||||
ARTICLE 10 ADMINISTRATION OF THE PLAN
|
41 | |||
|
||||
10.01
Named Fiduciaries
|
41 | |||
10.02
Board of Directors
|
41 | |||
10.03
Trustee
|
41 | |||
10.04
Committee
|
41 | |||
10.05
Standard of Fiduciary Duty
|
42 | |||
10.06
Claims Procedure
|
42 | |||
10.07
Indemnification of Committee; Board
|
45 | |||
|
||||
ARTICLE 11 AMENDMENT AND TERMINATION
|
46 | |||
|
||||
11.01
Right to Amend
|
46 | |||
11.02
Termination and Discontinuance of Contributions
|
46 | |||
11.03
IRS Approval of Termination
|
46 | |||
|
||||
ARTICLE 12 SPECIAL DISCRIMINATION RULES
|
47 | |||
|
||||
12.01
Definitions
|
47 | |||
12.02
Limit on Salary Savings Contributions and Roth 401(k) Contributions
|
49 | |||
12.03
Average Actual Deferral Percentage
|
52 | |||
12.04
Special Rules For Determining Average Actual Deferral Percentage
|
52 |
- iii -
12.05
Distribution of Excess ADP Deferrals
|
53 | |||
12.06
Average Actual Contribution Percentage
|
55 | |||
12.07
Special Rules For Determining Average Actual Contribution Percentages
|
56 | |||
12.08
Distribution of Employer Matching Contributions
|
56 | |||
12.09
Forfeiture of Excess ACP Contributions
|
57 | |||
12.10
Order of Applying Certain Sections of Article
|
57 | |||
|
||||
ARTICLE 13 HIGHLY COMPENSATED EMPLOYEES
|
58 | |||
|
||||
13.01
In General
|
58 | |||
13.02
Highly Compensated Employees
|
58 | |||
13.03
Former Highly Compensated Employee
|
58 | |||
13.04
Definitions
|
58 | |||
13.05
Other Methods Permissible
|
59 | |||
|
||||
ARTICLE 14 MAXIMUM BENEFITS
|
60 | |||
|
||||
14.01
General Rule
|
60 | |||
14.02
Definitions
|
61 | |||
|
||||
ARTICLE 15 TOP HEAVY RULES
|
63 | |||
|
||||
15.01
General
|
63 | |||
15.02
Definitions
|
63 | |||
15.03
Minimum Benefit
|
64 | |||
|
||||
ARTICLE 16 MISCELLANEOUS
|
65 | |||
|
||||
16.01
Headings
|
65 | |||
16.02
Action by Employer
|
65 | |||
16.03
Spendthrift Clause
|
65 | |||
16.04
Distributions Upon Plan Termination
|
65 | |||
16.05
Discrimination
|
65 | |||
16.06
Release
|
65 | |||
16.07
Compliance with Applicable Laws
|
66 | |||
16.08
Merger
|
66 | |||
16.09
Governing Law
|
66 | |||
16.10
Legally Incompetent
|
66 | |||
16.11
Location of Participant or Beneficiary Unknown
|
66 | |||
16.12
Protected Benefits
|
66 | |||
16.13
Qualified Military Service
|
67 | |||
|
||||
APPENDIX A PREDECESSOR EMPLOYERS AND PAST SERVICE CREDIT RULES
|
69 |
- iv -
1.01 | History of the Plan . | |
Effective January 1, 1983, Seacoast Banking Corporation of Florida adopted and established the Retirement Savings Plan for First National Bank & Trust Company of Treasure Coast (the Plan) for the exclusive benefit of its Eligible Employees. The Plan was thereafter amended, and amended and restated in its entirety, from time to time. Effective as of April 28, 2006, the name of the Plan was changed to the Retirement Savings Plan for Employees of Seacoast National Bank. Effective as of January 1, 2009, sponsorship of the Plan was transferred to Seacoast National Bank (the Company). The Plan has at all times been maintained as a plan meeting the requirements of qualification under Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code). | ||
1.02 | Amended and Restated Plan . | |
Effective January 1, 2009, the Plan is continued in an amended and restated form as set forth in its entirety in this document. Certain provisions of this Plan may have effective dates prior to or later than January 1, 2009, and are noted accordingly. | ||
1.03 | Plan Governs Distribution of Benefits . | |
The distribution of benefits for all Participants (whether employed by the Employer before or after the Effective Date) shall be governed by the provisions of this Plan. Nevertheless, early retirement benefits, retirement-type subsidies, or optional forms of benefits protected under Code Section 411(d)(6) shall not be reduced or eliminated with respect to such benefits that have already accrued unless such reduction or elimination is permitted under the Code, Treasury Regulations, authority issued by the Internal Revenue Service, or judicial authority. | ||
1.04 | Purpose . | |
The purpose of this Plan is to encourage savings on the part of Participants by allowing them to accumulate tax-deferred savings while providing an incentive through matching contributions made by the Employer. Further, the benefits described in the Plan are provided for the exclusive benefit of the Participants and their Beneficiaries and this Plan shall be administered and interpreted in accordance with such purpose. |
(a) | Unmarried Participants . For unmarried Participants, any individual(s), trust(s), estate(s), partnership(s), corporation(s) or other entity or entities designated by the Participant in accordance with procedures established by the Committee to receive any distribution to which the Participant is entitled under the Plan in the event of the Participants death. The Committee may require certification by a Participant in any form it deems appropriate of the Participants marital status prior to accepting or honoring any Beneficiary designation. Any Beneficiary designation shall be void if the Participant revokes the designation or marries. Any Beneficiary designation shall be void to the |
- 2 -
extent it conflicts with the terms of a qualified domestic relations order, as defined in Code Section 414(p). | |||
If an unmarried Participant fails to designate a Beneficiary or if the designated Beneficiary fails to survive the Participant and the Participant has not designated a contingent Beneficiary, the Beneficiary shall be the Participants estate. | |||
(b) | Married Participant . A married Participants Beneficiary shall be his Spouse at the time of his death unless the Participant has designated a non-Spouse Beneficiary (or Beneficiaries) with the written consent of his Spouse given in the presence of a notary public on a form provided by the Committee, or unless the terms of a qualified domestic relations order require payment to a non-Spouse Beneficiary. A married Participants designation of a non-Spouse Beneficiary in accordance with the preceding sentence shall remain valid until revoked by the Participant or until the Participant marries a Spouse who has not consented to a designation in accordance with the preceding sentence. A Spouses consent to the Participants designation of a non-Spouse Beneficiary (or Beneficiaries) must state the specific non-spouse Beneficiary (including any class of Beneficiaries or contingent Beneficiaries) and the particular optional form of benefit. The Participant may not subsequently substitute another non-spouse Beneficiary or select another optional form of benefit without the Spouses consent. Notwithstanding the preceding sentence, the Spouse may execute a general consent that allows the Participant to subsequently change the designated Beneficiary or optional form of benefit without Spousal consent, provided the Spouse acknowledges that (i) the Spouse may limit consent to a specific beneficiary or a specific optional form of benefit, and (ii) the Spouse voluntarily elects to relinquish such rights. |
- 3 -
- 4 -
(a) | Each hour for which an Employee is paid, or entitled to payment, for performance of duties for the Employer. These hours shall be credited to the Employee for the period during which the duties were performed; | ||
(b) | Each hour for which an Employee is paid, or entitled to payment, by the Employer, on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity, layoff, jury duty, military duty, or leave of absence. No more than 501 Hours of Service will be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). | ||
(c) | Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. These hours shall be credited to the Employee for the |
- 5 -
computation period or period to which the award or agreement pertains, rather than the computation period in which the award, agreement, or payment is made. | |||
(d) | In lieu of the foregoing, an Employee who is not compensated on an hourly basis (such as salary, commission or piecework employees) shall be credited with 45 Hours of Service for each week in which such Employee would be credited with Hours of Service in hourly pay. However, this method of computing Hours of Service may not be used for any Employee whose Hours of Service is required to be counted and recorded by any Federal law, such as the Fair Labor Standards Act. Any such method must yield an equivalency of at least 1,000 hours per computation period. | ||
(e) | Notwithstanding any provision of the plan to the contrary, an Employee shall be credited with each hour for which the Employee is not paid but which is required to be credited to such employee under the Family and Medical Leave Act or the Uniformed Services Reemployment Rights Act. Hours credited under this paragraph shall be credited to the minimum extent and solely for the purpose required under the applicable law. |
1. | The same hours shall not be credited under subparagraphs (a) or (b) above, as the case may be, and subparagraph (c) above, nor shall the same hours credited under subparagraphs (a) through (d) above be credited under subparagraph (e) above. | ||
2. | The rules relating to determining Hours of Service for reasons other than the performance of duties and for crediting Hours of Service to particular periods of employment shall be those rules stated in Department of Labor Regulations Sections 2530.200b-2(b) and -2(c), respectively. |
- 6 -
- 7 -
(i) | Voluntary resignation from the service of the Employer; | ||
(ii) | Discharge from the service of the Employer by the Employer as the result of a reduction in force that is due to an Employer restructuring, reorganization, downsizing or elimination of a function or department; | ||
(iii) | Death; | ||
(iv) | Disability; or | ||
(v) | Retirement. |
- 8 -
- 9 -
3.01 | Participation . |
(a) | Participants on the Effective Date An Eligible Employee who was a Participant in the Plan on the day preceding the Effective Date shall automatically become a Participant in this Plan on the Effective Date, provided he is employed on the Effective Date. | ||
(b) | New Participants/Participation on and After the Effective Date . Subject to subparagraphs (1) (3) below, an Eligible Employee who is not described in subsection (a) above shall become a Participant in the Plan on the Entry Date coinciding with or next following the later of (i) the date on which the Employee has completed ninety (90) days of employment, or (ii) the date the Employee becomes a member of the class of Eligible Employees. |
(1) | Employee Contributions . For purposes of becoming eligible to make Employee Contributions, an Eligible Employee who is not described in subsection (a) above shall become a Participant in the Plan on the later of (i) the first Entry Date coincident with or next following the date the Eligible Employee has completed 90 days of employment or (ii) the date the Employee becomes a member of the class of Eligible Employees. | ||
(2) | Employer Contributions . For purposes of becoming eligible to receive an Employer Contribution, an Eligible Employee who is not described in subsection (a) above shall become a Participant in the Plan on the Entry Date coincident with or next following the later of (i) the date on which the Eligible Employee completes one Year of Eligibility Service, or (ii) the date on which the Eligible Employee becomes a member of the class of Eligible Employees. | ||
(3) | Rollover Contributions . Notwithstanding the preceding subparagraphs (1) and (2), an Eligible Employee shall be eligible to become a Participant solely for purposes of making a Rollover Contribution under Section 4.05 on the date the Eligible Employee first accrues an Hour of Service with the Employer. An Eligible Employee who has not satisfied the applicable eligibility requirements set forth in this Section 3.01(b) may not make Salary Savings Contributions (see subparagraph (b)(1)), receive an allocation of an Employer Contribution (see subparagraph (b)(2), or otherwise be permitted to make any withdrawals or loans from his Account under the Plan. |
(c) | Break in Service . If an Eligible Employee either (i) is not employed or (ii) is no longer an Eligible Employee on the earliest Entry Date on or after which such Employee satisfied the requirements described above, but returns to work or again becomes an Eligible Employee before incurring a Break in Service, such Eligible Employee shall commence participation on the date such Employee returns to work or again becomes an Eligible Employee, whichever is later. If the Employee returns to work or again becomes an Eligible Employee after a Break in Service, such Employee must again satisfy the requirements of Section 3.01(b). |
- 10 -
(d) | Enrollment in Plan . An Eligible Employee who becomes eligible to participate in this Plan will be asked to follow certain procedures to enroll in the Plan, and pursuant to which he will designate Beneficiaries and may elect to make Salary Savings Contributions. However, an Eligible Employees participation in the Plan shall not be contingent upon completion of such enrollment process. |
3.02 | Year of Eligibility Service . | |
A Year of Eligibility Service is determined under the 1,000 Hours of Service method. Accordingly, an Employee shall receive one Year of Eligibility Service upon completing a twelve (12) consecutive month period of employment during which the Employee earns at least 1,000 Hours of Service. The initial twelve month period shall be the twelve consecutive month period commencing on the Employees date of hire or rehire. If the Employee fails to complete 1,000 Hours of Service during this 12-month period, the Employee shall receive a Year of Eligibility Service upon completing at least 1,000 Hours of Service during a Plan Year (commencing with the Plan Year during which the Employees first anniversary of his date of hire occurs). | ||
3.03 | Participation and Rehire . |
(a) | Status as a Participant . A Participants participation in the Plan shall continue until the Participants Termination of Employment. On or after his Termination of Employment, the Employee shall be known as a Separated Participant and his benefits shall thereafter be governed by the provisions of Article 8. The individuals status as a Separated Participant shall cease as of the date the individual ceases to have any balance in his Account. | ||
(b) | Rehire of Person who was a Participant in this Plan . An Eligible Employee who was a Participant in this Plan at the time of his Termination of Employment and who is subsequently rehired by the Employer, shall be eligible to immediately participate in this Plan on the date of his rehire (provided he is an Eligible Employee on such date). See Section 3.01(c) to determine if an Employee was a Participant at the time of his Termination of Employment. |
3.04 | Acquisitions . | |
If a group of persons becomes employed by the Employer (or any of its subsidiaries or divisions) as a result of an acquisition of another employer, the Committee shall determine whether and to what extent employment with such prior employer shall be treated as Years of Eligibility Service, the applicable Entry Date (or special entry date) for such acquired employees, and any other terms and conditions that apply to eligibility to participate in this Plan. Such terms and conditions shall be set forth in an appendix to this Plan. Except to the extent required by law, employees of an acquired business that is not identified in an appendix shall be treated as having first accrued an Hour of Service as of the date of the Employers acquisition of such business. | ||
3.05 | Not Contract for Employment . | |
Participation in the Plan shall not give any Employee the right to be retained in the Employers employ, nor shall any Employee, upon dismissal from or voluntary termination of his employment, have any right or interest in the Fund, except as herein provided. |
- 11 -
4.01 | Employee Contributions . | |
Except during periods of suspension described in Section 4.03, a Participant may elect to make Salary Savings Contributions and, effective on and after September 1, 2009, Roth 401(k) Contributions by means of payroll deduction as provided below. For purposes of this Section 4.01, Compensation shall have the meaning described in Article 2, but ignoring the second paragraph of such definition (i.e., the Code Section 401(a)(17) limitation). |
(a) | Salary Savings Contributions . A Participant may contribute as a Salary Savings Contribution any whole percentage from 1% to 75% (in 1% increments) of his Compensation during any Plan Year. Because of the limitations described in Section 4.02(c), a Participant may not be allowed to contribute the maximum percentage. | ||
(b) | Voluntary After-Tax Contributions . Effective as of April 1, 2001, no additional Voluntary After-Tax Contributions shall be permitted under this Plan. Any Voluntary After-Tax Contributions allocated to a Participants Account for payroll periods prior to April 1, 2001 shall remain in such Participants Account until such time as the Account is distributed to the Participant. | ||
(c) | Non-elective Contributions . A Participant may contribute as a Non-elective Contribution any amount the Participant elects to contribute to the Plan under the Section 125 Plan maintained by the Employer. Such amounts shall be allocated to a Participants Salary Savings Contributions Account under the Plan. | ||
(d) | Catch-Up Contributions . All Employees who are eligible to make Salary Savings Contributions under this Plan and who have attained age 50 before the close of the calendar year shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(a)(4), 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such Catch-Up Contributions. Catch-Up Contributions shall be deemed to be Salary Savings Contributions and/or Roth 401(k) Contributions for purposes of the Employer Matching Contribution provided under Section 5.01 of the Plan. | ||
The Plan will mirror a Participants election of Salary Savings Contributions and Roth 401(k) Contributions during the Plan Year in determining the allocation of his Catch-Up Contributions for the Plan Year between Salary Savings Contributions and Roth 401(k) Contributions. | |||
(e) | Roth 401(k) Contributions . Except during periods of suspension as set forth in Section 4.03, effective for pay periods beginning on and after September 1, 2009, a Participant may enter into a Contribution Agreement and elect to make Roth 401(k) Contributions to |
- 12 -
the Plan by means of payroll deduction. A Participant may contribute as a Roth 401(k) Contribution any whole percentage from 1% to 75% of his Compensation during any Plan Year. The contribution limit of 1% to 75% of Compensation applies to both Salary Savings Contributions under Section 4.01(a) and Roth 401(k) Contributions under this Section 4.01(e). Thus, if a Participant elects to contribute 25% of Compensation as a Roth 401(k) Contribution, the maximum Salary Savings Contribution would be 50% of Compensation. The Plan Administrator may establish guidelines and rules in order to effectuate the provisions of this Section 4.01(e). |
4.02 | Elections Regarding Employee Contributions . |
(a) | Procedure for Making Elections . A Participant may enter a Contribution Agreement with the Employer authorizing the Employer to withhold a portion of such Participants Compensation as a Salary Savings Contribution during each pay period and/or, effective on and after September 1, 2009, to withhold a portion of such Compensation as a Roth 401(k) Contribution during each pay period. The election to make Salary Savings Contributions and/or Roth 401(k) Contributions shall be effective as of the first day of the Participants normal pay period after the Employer (or its designee) receives the Contribution Agreement or as soon as administratively feasible thereafter. The Committee may prescribe additional rules and regulations regarding the manner and timing of the Participants election including a shorter or longer period of required notice. | ||
The automatic enrollment provisions that were effective under the Plan during the 2008 Plan Year were suspended effective as of the close of the day on December 31, 2008. However, each Participant who, on December 31, 2008, was making Salary Savings Contributions to the Plan at the rate of two percent (2%) of his Compensation under those automatic enrollment provisions shall continue to have Salary Savings Contributions made to the Plan on his behalf at the rate of two percent (2%) of his Compensation on and after January 1, 2009 until such as the Participant elects otherwise. | |||
A Participant may elect to make Non-elective Contributions and/or Catch-Up Contributions to the Plan in accordance with the procedures prescribed by the Committee from time to time. |
(b) | Treatment as 401(k) Contributions . |
(1) | Pre-Tax Contributions . It is expressly intended that, to the extent allowable by law, Salary Savings Contributions, Non-elective Contributions and Catch-Up Contributions shall not be included in the gross income of the Employee for income tax purposes and shall be deemed contributions under a cash or deferred arrangement pursuant to Code Section 401(k). | ||
(2) | Roth 401(k) Contributions . It is expressly intended that, to the extent allowable by law, Roth 401(k) Contributions shall be included in the Participants gross income for income tax purposes at the time the Participant would have received the amount of the Roth 401(k) Contribution in cash if the Employee had not made the election described in Section 4.02(a). |
(c) | Additional Limitations of Salary Savings Contributions, Non-elective Contributions and Roth 401(k) Contributions . Salary Savings Contributions, Non-elective Contributions |
- 13 -
and Roth 401(k) Contributions (but not Catch-Up Contributions) shall be subject to the limitations described in Section 12.01 (maximum dollar contribution limit), Section 12.03 (ADP nondiscrimination test), and Article 14 (Code Section 415 limit). |
4.03 | Changes in Employee Contribution Percentage or Suspension of Contributions . |
(a) | Change of Contribution Percentage . A Participant may increase or decrease the percentage of his Compensation contributed as an Employee Contribution at any time by delivery of a new written notice to the Committee (or to its designee) using such forms and/or procedures approved by the Committee. | ||
(b) | Suspension of Contributions . A Participant may suspend his Employee Contributions at any time by properly completing a form using such procedures as prescribed by the Committee. The suspension of Employee Contributions will be effective on the first day of the Participants normal payroll period that begins after the Participant submits his request to the Committee or its designee. A Participant may resume making Salary Savings Contributions effective as of the first day of the payroll period after the Participant submits his request to the Committee or its designee. Employee Contributions automatically shall be suspended beginning on the first payroll period that commences after the Participant is not in receipt of Compensation, the Participants layoff, or the Participants Authorized Leave of Absence without pay. | ||
(c) | Other Rules . |
(1) | Section 9.03 describes the circumstances under which a Participants Salary Savings Contributions and Roth 401(k) Contributions will be suspended for a period of at least 6 months after the Participant receives a hardship distribution. | ||
(2) | In order to satisfy the provisions of Article 12 and Article 14, the Committee may from time to time either temporarily suspend the Employee Contributions of certain Participants or reduce the maximum permissible Employee Contribution that may be made to the Plan by those Participants. | ||
(3) | Any reduction, increase, or suspension of Employee Contributions described in this Section 4.03 shall be made in such manner as the Committee may prescribe from time to time consistent with the provisions of this Section. |
4.04 | Deadline for Contribution and Allocation of Salary Savings Contributions . |
Employee Contributions shall be paid to the Trustee as soon as such assets can be reasonably segregated from the Employers general assets at the end of each regular pay period, but in no event later than such deadline prescribed in Department of Labor Regulation 2510.3-102(b)-1 or any successor regulations. |
4.05 | Rollover Contributions . |
(a) | Without regard to any limitation on contributions set forth in this Article 4, an Eligible Employee (even if such person has not yet become a Participant in the Plan) shall be permitted, if the Committee consents (based on non-discriminatory criteria), to transfer to |
- 14 -
the Trustee during any Plan Year additional property acceptable to the Trustee, provided such property was received by the Eligible Employee from: |
(1) | a qualified plan described in Section 401(a) or 403(a) of the Code, including after-tax employee contributions, | ||
(2) | an annuity contract described in Section 403(b) of the Code, excluding after-tax employee contributions, | ||
(3) | an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state or any agency or instrumentality of a state or political subdivision of a state, or | ||
(4) | an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code that is eligible to be rolled over and would otherwise be includible in gross income. |
(b) | Such property described in subparagraph (a) shall be held by the Trustee in the Eligible Employees Rollover Contribution Account, and the Eligible Employees Rollover Account shall share in any Adjustment as provided in Section 6.02. | ||
(c) | All such amounts so held shall at all times be fully vested and nonforfeitable. Such amounts shall be distributed to the Eligible Employee upon Termination of Employment in the manner provided in Article 8. | ||
(d) | The fact that an Eligible Employee may make a Rollover Contribution pursuant to this Section 4.05 shall not operate to make such person a Participant in this Plan for any other purpose. |
4.06 | Transfer Contribution . |
(a) | If the Committee consents (based on nondiscriminatory criteria), a trustee of another Qualified Plan may transfer the account balance of a Participant held in such other Qualified Plan to the Trustee of this Plan. After such transfer, the Trustee of this Plan shall hold such transferred account balance in an account designated by the Committee. | ||
(b) | Transfers from another Qualified Plan directly to this Plan shall be permitted only if the transferred assets are acceptable to the Trustee and only if the transfer will not adversely affect the tax qualified status of this Plan. On a nondiscriminatory basis, the Trustee may refuse to accept a transfer if the transfer will increase the administrative burdens of the Plan (including the addition of new optional forms of benefit). | ||
(c) | Information about the transferred assets and any limitations or conditions imposed on sub-accounts held under the Plan shall be specified in an appendix to this Plan. The Committee may amend such appendix without the consent of the Board or the Employer. |
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5.01 | Employer Matching Contribution . |
(a) | Eligibility to Receive Matching Contributions with respect to Salary Savings Contributions and Roth 401(k) Contributions . Each Plan Year, the Employer shall, or for Plan Years beginning after December 31, 2009, may make an Employer Matching Contribution on behalf of each Participant who has completed a Year of Eligibility Service and who made Salary Savings Contributions and/or Roth 401(k) Contributions during the Plan Year following his Matching Contribution Eligibility Date. A Participants Matching Contribution Eligibility Date shall mean the Entry Date coincident with or next following the later of (i) the date on which the Eligible Employee completes one Year of Eligibility Service, or (ii) the date on which the Eligible Employee becomes a member of the class of Eligible Employees. A Participant shall not receive any Employer Matching Contributions on any Salary Savings Contributions and/or Roth 401(k) Contributions made before his Matching Contribution Eligibility Date or on any Salary Savings Contributions and/or Roth 401(k) Contributions attributable to Compensation earned before his Matching Contribution Eligibility Date. | ||
(b) | Eligibility to Receive Matching Contribution with respect to Elective Profit Sharing Contributions . Each Plan Year, the Employer shall, or for Plan Years beginning after December 31, 2009, may make an Employer Matching Contribution on behalf of each Participant who has completed a Year of Eligibility Service and who elected to contribute his Elective Profit Sharing Contribution to the Plan for the Plan Year. | ||
(c) | Amount of Match . |
(1) | Match on Salary Savings Contributions and Roth 401(k) Contributions for 2009 . Effective as of January 1, 2009, the rate of the Employer Matching Contribution will be 25% of a Participants Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year to the extent those Salary Savings Contributions and Roth 401(k) Contributions do not exceed 4% of the Participants Compensation for the Plan Year. This means that if a Participant contributes 4% of his Compensation to the Plan during the Plan Year as Salary Savings Contributions and Roth 401(k) Contributions, the amount of his Employer Matching Contributions on those Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year will be 1% of his Compensation for the Plan Year. A Participants Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year in excess of 4% of his Compensation for the Plan Year will not be matched. | ||
For a Participant whose Matching Contribution Eligibility Date (as defined in Section 5.01(a) above) occurs during the Plan Year, the rate of the Employer Matching Contribution on the Participants Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year will be 25% of the Participants Salary Savings Contribution and Roth 401(k) Contributions for the Plan Year made after his Matching Contribution Eligibility Date to the extent those Salary |
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Savings Contributions and Roth 401(k) Contributions do not exceed 4% of the Participants Compensation for the Plan Year earned after his Matching Contribution Eligibility Date. | |||
(2) | Discretionary Match on Salary Savings Contributions and Roth 401(k) Contributions for Plan Years beginning after December 31, 2009 . Prior to the first day of each Plan Year beginning after December 31, 2009, the Company may declare (but is not required to declare) a discretionary Employer Matching Contribution for the following Plan Year. Such Employer Matching Contribution shall be a percentage of the Salary Savings Contributions and Roth 401(k) Contributions made by a Participant for such Plan Year, subject to such overall limit as the Company may declare with respect to the Plan Year. For a Participant whose Matching Contribution Eligibility Date (as defined in Section 5.01(a) above) occurs during the Plan Year, the rate of the discretionary Employer Matching Contribution, if any, on the Participants Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year will be determined based on the Participants Salary Savings Contribution and Roth 401(k) Contributions for the Plan Year made after his Matching Contribution Eligibility Date. Such discretionary Employer Matching Contribution, if any, shall be made in cash and allocated to the Account of each eligible Participant during the payroll period or such other period selected by the Company. | ||
(3) | Match on Elective Profit Sharing Contribution . For the 2009 Plan Year, the Employer Matching Contribution made by the Employer with respect to Elective Profit Sharing Contributions shall equal 100% of the Participants Elective Profit Sharing Contributions that the Participant elects to contribute to the Plan for such Plan Year. For Plan Years beginning after December 31, 2009, if the Company, in its sole discretion, elects to make an Employer Matching Contribution with respect to Elective Profit Sharing Contribution, such Employer Matching Contribution shall be equal to a percentage, as declared by the Company, of the Participants Elective Profit Sharing Contributions that the Participant elects to contribute to the Plan for the Plan Year. The matching contribution percentage shall be declared by the Company if and when the Company decides to make a discretionary Profit Sharing Contribution to the Plan. The Employer Matching Contribution shall be allocated to the Participants Employer Matching Contribution Account within a reasonable time after the end of the Plan Year or such other period determined by the Company. |
5.02 | Profit Sharing Contributions . |
(a) | Eligibility to Receive Profit Sharing Contributions . Each year, the Company may elect to make a discretionary Profit Sharing Contribution to the Plan. |
(1) | A Participant shall not be eligible to receive an initial Profit Sharing Contribution until he completes a Year of Eligibility Service and satisfies the allocation requirements of subparagraph (2). | ||
(2) | The Profit Sharing Contribution shall be allocated to the Profit Sharing Account of each Participant who (A) has satisfied the requirement of subparagraph (1) (if applicable), (B) has completed at least 1,000 Hours of Service during the Plan |
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Year, and (C) is employed on the last day of the Plan Year or who had a Termination of Employment during the Plan Year on account of death, Disability or Retirement. |
(b) | Non-Elective and Elective Profit Sharing Contribution . Fifty percent (50%) of the Profit Sharing Contribution (the Non-Elective Profit Sharing Contribution) shall be allocated to each eligible Participants Profit Sharing Contribution Account in the same proportion that each such Participants Eligible Compensation (as defined below) for the Plan Year bears to the total Eligible Compensation of all such Participants for the Plan Year. The remaining fifty percent (50%) may, at the election of the Participant, be distributed immediately to the Participant in cash or be contributed to the Plan (the Elective Profit Sharing Contribution). However, as is further described in Section 9.03(b)(1) of the Plan, a Participant who has received a hardship withdrawal from the Plan within 6 months of the date of Profit Sharing Contribution to the Plan cannot elect an Elective Profit Sharing Contribution but instead must receive the remaining fifty percent (50%) in a cash distribution. See Section 5.01(c)(2) regarding a matching contribution with respect to Elective Profit Sharing Contributions. | ||
(c) | Eligible Compensation . For purposes of this Section 5.02, Eligible Compensation shall mean a Participants base wages (including commissions, but excluding overtime, bonuses and incentives) received while a Participant in the Plan. Eligible Compensation received during a Plan Year but prior to the time an Eligible Employee completes a Year of Eligibility Service shall be excluded. |
5.03 | Retirement Contribution . | |
Each year the Company may (but shall not be required to) make an additional contribution annually to the Plan each Plan Year on behalf of each eligible Participant. Such contribution shall be no more than 2% (or such other percentage or amount as determined by the Committee) of a Participants Eligible Compensation (as defined in Section 5.02(c) above). Eligible Compensation received during a Plan Year but prior to the time an Eligible Employee completes a Year of Eligibility Service shall be excluded for purposes of calculating the Retirement Contribution. |
(1) | A Participant shall not be eligible to receive an initial Retirement Contribution until he completes a Year of Eligibility Service and satisfies the allocation requirements of subparagraph (2). | ||
(2) | The Retirement Contribution shall be allocated to the Retirement Contribution Account of each Participant who (A) has satisfied the requirement of subparagraph (1) (if applicable), (B) has completed at least 1,000 Hours of Service during the Plan Year, and (C) is employed on the last day of the Plan Year or who had a Termination of Employment during the Plan Year on account of death, Disability or Retirement. |
5.04 | Qualified Non-Elective Contributions . | |
In the sole discretion of the Employer, an additional Employer Contribution may be made to the Plan which shall be known as a Qualified Non-Elective Contribution. Such contribution shall be made in order to satisfy the requirements of Article 12, and shall be allocated to the Qualified |
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Non-Elective Contribution Accounts of those Non-Highly Compensated Employees selected by the Committee at the time such Qualified Non-Elective Contribution is made, or as soon thereafter as possible. | ||
5.05 | Form and Timing of Contributions . |
(a) | Employer Contributions shall be made in cash or in property acceptable to the Trustee valued at the propertys fair market value on the date the property is delivered to the Trustee. Employer Matching Contributions, Profit Sharing Contributions and Retirement Contributions shall be delivered to the Trustee on or before the date prescribed by the Code for filing the Companys federal income tax return, including authorized extensions. | ||
(b) | Except as provided in this Section 5.04, all Employer Contributions shall be irrevocable, shall never inure to the benefit of any Employer, shall be held for the exclusive purpose of providing benefits to Participants and their Beneficiaries (and contingently for defraying reasonable expenses of administering the Plan), and shall be held and distributed by the Trustees only in accordance with this Plan. | ||
(c) | A contribution that was made by a mistake in fact or conditioned upon the deductibility of the contribution under Section 404 of the Code shall be returned to the Employer within one year after the payment of the contribution or the disallowance of the deduction (to the extent disallowed) whichever is applicable. All contributions made to this Plan are conditional upon the deductibility of such contribution under Code Section 404. |
5.06 | Forfeitures . |
(a) | Forfeitures shall first be applied to restore amounts previously forfeited pursuant to Section 7.06(c). See Section 7.06 to determine when a forfeiture of a Participants Account occurs. | ||
(b) | If any forfeitures remain after the restoration of forfeitures described in Section 5.06(a), such remaining forfeitures shall be applied to reduce Plan administrative expenses and/or reduce Employer Contributions. |
5.07 | Employment on Last Day of Plan Year. | |
To the extent necessary to comply with Code Sections 410(b), 401(a)(4) or any other applicable requirement, Employees who were not otherwise eligible to receive an Employer Contribution shall be deemed to be eligible. The Committee (in a nondiscriminatory manner) shall determine which Employees may participate in the Plan, the extent of such participation and the allocation of any Employer Contribution. |
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6.01 | Participant Accounts . |
(a) | Individual Account Plan . This Plan is an individual account plan, as that term is used in ERISA. A separate Account shall be maintained for each Participant, Separated Participant or Beneficiary, so long as he has an interest in the Trust Fund. | ||
(b) | Sub-Accounts . Each Account shall be divided (as appropriate) into the following parts and sub-parts: |
(1) | The Salary Savings Contribution Account; | ||
(2) | The Roth 401(k) Contribution Account; | ||
(3) | The Employer Matching Contribution Account (which Account shall be divided into two subparts one subpart tracking Employer Matching Contributions on Salary Savings Contributions and the second subpart tracking Matching Contributions on Elective Profit Sharing Contributions); | ||
(4) | The Profit Sharing Contribution Account (which Account shall be divided into two subparts one subpart tracking Elective Profit Sharing Contributions and the second subpart tracking Non-Elective Profit Sharing Contributions); | ||
(5) | The Qualified Non-Elective Contribution Account; | ||
(6) | The Rollover Contribution Account; | ||
(7) | The Voluntary After-Tax Contribution Account; | ||
(8) | The Retirement Contribution Account; and | ||
(9) | The Transfer Contribution Account. |
In addition, the Committee may divide such sub-accounts into such additional sub-portions as the Committee deems to be necessary or advisable under the circumstances or to establish other accounts or sub-accounts as needed. |
(c) | Value of Account as of Valuation Date . As of each Valuation Date, each Participants Account shall equal: |
(1) | his total Account as determined on the immediately preceding Valuation Date, plus | ||
(2) | his Employee Contributions added to his Account since the immediately preceding Valuation Date, plus |
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(3) | his Employer Contributions added to his Account since the immediately preceding Valuation Date, plus | ||
(4) | his Rollover Contributions and Transfer Contributions since the immediately preceding Valuation Date, minus | ||
(5) | his distributions, if any, since the immediately preceding Valuation Date, plus or minus | ||
(6) | his allocable share of Adjustments. |
6.02 | Allocation of Adjustments . |
(a) | The Adjustment for each Investment Fund shall be calculated as of each Valuation Date. The Adjustment for a given Investment Fund shall be allocated to each Account invested in such Investment Fund in the proportion that each such Account bears to the total of all such Accounts. Such Valuation shall occur prior to the allocation of Employer Contributions but after taking into account all distributions and all Employee Contributions since the prior Valuation Date. Any Rollover Contribution or Transfer Contribution made during the Plan Year shall be weighted to reflect the number of full months such Rollover Contribution or Transfer Contribution was held in the Plan. | ||
(b) | The Committee may direct that expenses attributable to general Plan administration be allocated among the Accounts of all Participants in proportion to their Account balances. | ||
(c) | The Adjustment that is allocable to the Participants directed investment of his loan shall be the interest payments made by the Participant with respect to such loan since the immediately preceding Valuation Date. |
6.03 | Investment Funds and Elections . |
(a) | Election of Investment Funds . Each Participant shall direct the investment of his Account, following such procedures as may be specified by the Committee (or its designee), to have his Account allocated or reallocated among the Investment Funds. | ||
(b) | Initial Investment Direction . A Participants initial investment election must allocate his entire Account, together with all subsequent contributions, for so long as the election remains in effect. Notwithstanding the foregoing, an Eligible Employee who fails to make a proper investment election by the deadline established by the Committee or its designee for such purpose shall be deemed to have elected to allocate 100% of his Account in the default fund designated by the Committee for such purpose from time to time. Each such default fund shall comply with the requirements to be a qualified default investment fund under Section 404(c)(5) of ERISA and the applicable regulations thereunder. | ||
(c) | Subsequent Elections . Investment elections will remain in effect until changed by a new election. New elections may be made by a Participant at any time in the same manner as set forth in Section 6.03(a), and shall be effective as of the Valuation Date immediately following delivery of the new election to the Committee (or its designee). New elections may change future allocations to the Participants Account, may reallocate between the |
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Investment Funds any amounts previously credited to the Participants Account, or may leave the allocation of such prior amounts unchanged. Trust transactions reflecting investment elections among the Investment Funds will occur as of the Valuation Date that immediately follows the timely receipt of such investment election when such allocation or re-allocation can be made and all Investment Fund values shall be determined as of such dates. | |||
(d) | Investment Options . The Committee is authorized to select new Investment Funds or to eliminate any Investment Fund as the Committee shall deem appropriate from time to time. Any change in Investment Funds shall be noted in the minutes of the Committee. The creation of an Investment Fund shall not be effective until the Trustee has consented in writing to the creation of such new Investment Fund. Any creation or deletion of an Investment Fund shall not be effective until such change is communicated to Participants and new investment elections are solicited from Participants, if appropriate. | ||
(e) | Investment in the Company Stock Fund . Notwithstanding the other provisions of this Section 6.03, effective as of April 1, 2007, a Participant may not allocate more than thirty percent (30%) of any new contributions to be made by him or on his behalf under the Plan for investment in the Company Stock Fund. In addition, at any time, a Participant may not elect to reallocate the investment of his Account in such a manner that after the reallocation, more than thirty percent (30%) of his Account is invested in the Company Stock Fund. Notwithstanding the foregoing: |
(i) | If more than thirty percent (30%) of a Participants Account was invested in the Company Stock Fund on March 31, 2007, such Participant will not be able to direct any subsequent contributions into the Company Stock Fund or reallocate any amounts previously credited to his Account into the Company Stock Fund until the percentage of his Account invested in the Company Stock Fund is less than thirty percent (30%). | ||
(ii) | If more than thirty percent (30%) of a Participants Account was invested in the Company Stock Fund on March 31, 2007 and the Participant fails to change his investment elections to reallocate any subsequent contributions into an alternative Investment Fund for payroll periods beginning on and after April 1, 2007, until the Participants Account satisfies the requirements of subparagraph (i) above, or the Participant changes his elections, whichever occurs earlier, such amounts will be invested in the Investment Fund that, in the opinion of the Committee, best preserves the principal amount of the Participants Account. |
6.04 | Errors . | |
Where an error or omission is discovered in any Participants Account, the Committee shall make appropriate corrective adjustments as of the end of the Plan Year in which the error or omission is discovered. If it is not practical to correct the error retroactively, then the Committee shall take such action in its sole discretion as may be necessary to make such corrective adjustments, provided that any such actions shall treat similarly situated Participants alike and shall not discriminate in favor of Highly Compensated Employees. |
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6.05 | Valuation For Purposes of Distributions . |
(a) | For the purposes of Article 8, each Participants Account shall be valued as of the Valuation Date immediately preceding the distribution of the Participants Account. | ||
(b) | No person entitled to a distribution shall receive interest or other earnings on the Account from the applicable Valuation Date described in subsection (a), to the date of actual distribution to such person. | ||
(c) | This Section 6.05 shall not apply to the valuation of Accounts for purposes of in-service withdrawals or loans. Instead, see Section 9.05. |
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7.01 | Retirement . | |
A Participant who has a Termination of Employment on or after attaining age 55 shall be 100% vested in his Account. Such Account will be distributed on the date and in the form specified in Article 8. | ||
7.02 | Disability . | |
A Participant who has a Termination of Employment on account of Disability shall become 100% vested in his Account as of the date of such Disability and shall be entitled to a distribution of his Account on the date and in the form specified in Article 8. | ||
7.03 | Death . | |
A Participant who has a Termination of Employment on account of death shall become 100% vested in his Account. The Participants Beneficiary shall receive a distribution of such Account on the date and in the form specified in Article 8. Effective as of January 1, 2007, a Participant who dies while performing qualified military service (as defined in Section 414(u) of the Code) shall be deemed to have a Termination of Employment on account of death for purposes of this Section 7.03. | ||
7.04 | Other Termination of Employment . |
(a) | In General . Upon a Participants Termination of Employment for any reason other than Retirement, Disability or death, the Participant shall be entitled to the vested portion of his Account, which shall be distributed on the date and in the form specified in Article 8. | ||
(b) | 100% Vesting in Certain Sub-Accounts . |
(1) | A Participant shall always be one hundred percent (100%) vested in his Salary Savings Contribution Account, Roth 401(k) Contribution Account, Voluntary After-Tax Contribution Account, the Elective Profit Sharing Contribution portion of the Participants Profit Sharing Contribution Account and Rollover Contribution Account. | ||
(2) | Effective January 1, 1999, a Participant shall always be one hundred percent (100%) vested in any portion of his Employer Matching Contribution Account. The special vesting rule in the preceding sentence shall not apply to any Participant who Terminated Employment prior to January 1, 1999. If a Participant Terminated Employment prior to January 1, 1999 but becomes a Participant again on or after January 1, 1999, this special vesting rule shall apply to any portion of his Employer Matching Contribution Account that has not been forfeited pursuant to Section 7.06 or that is forfeited but restored pursuant to Section 7.06(c). |
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(c) | Four Year Vesting For Certain Sub-Accounts . Any Participant who ceases to be an Employee shall have a vested interest in his Retirement Contribution Account and the Non-Elective Profit Sharing Contribution portion of his Profit Sharing Contribution Account as follows: |
Years of Vesting Service as of | ||||||||
Termination of Employment | Vested Percentage | |||||||
|
Less than 1 year | 0 | % | |||||
|
1 year | 25 | % | |||||
|
2 years | 50 | % | |||||
|
3 years | 75 | % | |||||
|
4 years | 100 | % |
This vesting schedule shall also apply to the Employer Matching Contribution Account of a Participant who Terminated Employment prior to January 1, 1999 (as discussed in subsection (b)(2) above) | |||
(d) | Forfeiture . That portion of the Participants Account that is not vested upon such Termination of Employment shall be forfeited in accordance with Section 7.06. | ||
(e) | Transfer Contribution Account . See an appendix to this Plan for the vesting schedule applicable to a Transfer Contribution Account upon a Participants Termination of Employment. |
7.05 | Year of Vesting Service . |
(a) | Vesting Credit Prior to Effective Date. An Employees Vesting Service prior to the Effective Date shall be determined under the terms of the Plan in effect when the Participant Terminated Employment. |
(b) | Vesting Credit After Effective Date . On or after the Effective Date, an Employee shall receive one Year of Vesting Service for any Plan Year during which the Employee is credited with 1,000 or more Hours of Service. An Employee shall not receive a Year of Vesting Service for any period of employment during any Plan Year if the Employee is credited with less than 1,000 Hours of Service during such Plan Year. | ||
(c) | Forfeiture of Vesting Service . A Year of Vesting Service shall not include any period of employment that precedes a Break in Service if, as of the first day of the Break in Service, the Employee does not have a vested interest in his Employer Contributions or Salary Savings Contributions. | ||
(d) | Employment with Affiliates . Any period of employment with an Affiliate shall be considered service with the Employer for purposes of determining whether the Employee has a Year of Vesting Service. | ||
(e) | Authorized Leave of Absence . A Year of Vesting Service shall not include any period of Authorized Leave of Absence or service in the military except to the extent such service is required to be credited under applicable federal law. |
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(f) | Employment with Non-Affiliates or Predecessor Businesses . A Participant shall not receive a Year of Vesting Service for any employment with an Affiliate before it becomes an Affiliate including any period of employment with a predecessor business prior to its acquisition by the Employer except to the extent specifically set forth in an appendix to this Plan. |
7.06 | Forfeitures . |
(a) | No Distribution of Account Prior to Break In Service . A Participant who incurs a Termination of Employment but who does not receive a distribution of his vested Account prior to incurring a Break in Service shall, upon incurring the Break in Service, forfeit the non-vested portion of his Account. If the terminated Participant resumes employment with the Employer prior to incurring a Break in Service, then the Participants entire Account, unreduced by any forfeiture, shall become his beginning Account on the date he resumes participation in the Plan. | ||
(b) | Distribution of Vested Account Prior to Break in Service . A Participant who incurs a Termination of Employment and receives a distribution of his entire vested Account prior to incurring a Break in Service, shall, upon such distribution, forfeit the non-vested portion of his Account. A Participant who is not vested in any portion of his Account shall be deemed to have received a distribution of his entire vested account upon his Termination of Employment and the Participants non-vested Account shall be immediately forfeited. | ||
(c) | Repayment of Account; Restoration of Non-Vested Account . Except as provided below, a Participant who is re-hired by the Employer shall have the right to repay to the Plan the portion of the Participants Account that was previously distributed to him. In the event the Participant repays the entire distribution he received from the Plan, the Employer shall restore the non-vested portion of the Participants Account. A Participants Account shall first be restored, to the extent possible, out of forfeitures under the Plan in the Plan Year in which the distribution was restored. To the extent such forfeitures are insufficient to restore the Participants Account, restoration shall be made from Employer Contributions. A Participant who was deemed to have received a distribution of his vested Account (see subsection (b) above) shall be deemed to have repaid such vested Account if such Participant is rehired before incurring a Break in Service. | ||
(d) | Restrictions on Repayment of Account . Notwithstanding anything to the contrary in this Plan, a Participant shall not have the right to repay to the Plan the portion of his Account that was previously distributed to him after any of the following events: (i) the Participant incurs a Break in Service before returning to employment, (ii) the Participant fails to repay the prior distribution within five (5) years after the Participant is re-employed by the Employer, or (iii) the Participant received a distribution of his entire Account balance at the time of such earlier distribution. |
7.07 | Amendment of Vesting Schedule . | |
If the vesting schedule of the Plan is amended, or the Plan is amended in any way that directly or indirectly affects the computation of any Participants nonforfeitable percentage, or if the Plan is deemed amended by an automatic change to or from a Top-Heavy vesting schedule, each Participant with at least three (3) Years of Vesting Service with the Employer may elect, within a |
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reasonable period after the adoption of the amendment, to have his nonforfeitable percentage computed under the Plan without regard to such amendment. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the later of: |
(a) | 60 days after the amendment is adopted; | ||
(b) | 60 days after the amendment becomes effective; or | ||
(c) | 60 days after the Participant is issued written notice of the amendment by the Employer or Trustee. |
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8.01 | Commencement of Distribution . |
(a) | Distribution Following Termination of Employment . A Participants Account shall be distributed as soon as administratively feasible following the Participants Termination of Employment and the date the Committee receives the Participants (or, if applicable, his Beneficiarys) written request for a distribution. All distributions shall be made on a pro-rata basis from a Participants Account, to the extent applicable. Except as provided in Section 8.01(b), the Participants Account shall not be distributed without the Participants (or, if applicable, his Beneficiarys) consent. This means that, unless the rule set forth in Section 8.01(b)(i) below applies ( in the case of a Participant whose vested Account balance does not exceed $1,000), a Participant who has a Termination of Employment may elect (i) to commence distributions from the Plan as soon as administratively feasible following his Termination of Employment in one of the forms permitted under Section 8.3 of the Plan or (ii) to defer his distributions to a date not later than his Required Beginning Date (as defined in Section 8.03(e)(5) of the Plan). Such a Participant will be deemed to have elected to defer his distributions to a date not later than his Required Beginning Date if he does not elect an earlier commencement of his distributions. | ||
(b) | Consent of Participant . A Participants (or, if applicable, his Beneficiarys) consent to a distribution of the Participants Account shall not be required in the circumstances described below, and the Committee shall direct the Trustee to distribute the Participants Account as provided below: |
(i) | Account does not exceed $1,000 . If a Participant has a Termination of Employment and the value of his vested Account balance does not exceed $1,000, such Account shall be distributed to the Participant (or, if applicable, to his Beneficiary) in a lump sum no later than ninety (90) days after the end of the Plan Year in which such Termination of Employment occurred. Solely for purposes of determining whether the Participants vested Account balance does not exceed $1,000, the value of the Participants vested Account balance shall include the portion of the Account balance that is attributable to Rollover Contributions (and earnings allocable thereto). | ||
(ii) | Required Distributions . If a distribution is required under Section 8.03 of the Plan (relating to required distributions under Section 401(a)(9) of the Code), the Participants Account shall be distributed as provided in Section 8.03of the Plan regardless of whether the Participant (or, if applicable, his Beneficiary) consents to such distributions. |
(c) | Hardship Withdrawals; In-Service Distributions . A hardship withdrawal will be paid to the Participant as soon as administratively feasible after the Participants request is approved by the Committee. An in-service distribution will be paid to the Participant as soon as administratively feasible after the Participants request is approved by the Company. |
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(d) | Distribution upon Severance from Employment . A Participants Account shall be distributed on account of the Participants severance from employment. | ||
(e) | Direction to Trustee . The Committee shall issue directions to the Trustee concerning the recipient and the distribution date of benefits that are to be paid from the Trust pursuant to the Plan. | ||
(f) | Establishment of Guidelines . The Committee may establish for administrative purposes, uniform and nondiscriminatory guidelines concerning the commencement of benefits. | ||
(g) | Value of Account . See Section 6.06 for the method of determining the value of a Participants Account prior to its distribution pursuant to this Article 8. |
8.02 | Method of Distribution . | |
The Participants Account shall be distributed to the Participant in accordance with one of the following forms of payment selected by the Participant. If a Participant elects to receive either a lump sum distribution or installment payments pursuant to Section 8.02(a) or 8.02(b), and if any portion of the Participants Account is invested in the Company Stock Fund, then the Participant may elect to receive any or all of such portion invested in the Company Stock Fund in whole shares of Company Stock, with cash paid for any fractional shares. |
(a) | Lump Sum Payment is a single lump sum payment of the Participants entire vested Account. This is the normal form of payment under the Plan. If the Participant does not elect otherwise, his Account shall be distributed in a single lump sum. | ||
(b) | Installment Payment is a form of distribution where equal installments are made over the Participants life expectancy, the Participants and his Beneficiarys joint life expectancy, or another period that does not exceed the joint life expectancy of the Participant and his Beneficiary. Installment payments will be made, at the Participants election, in monthly, quarterly, semi-annual or annual payments. A Participant who elects the installment form of payment will have the following options: |
(i) | A Participant may, upon application to the Committee, request that his entire Account be distributed in a lump sum payment subsequent to the commencement of installment payments. | ||
(ii) | A Participant who has elected to have installments paid over his life expectancy or over his and his Spouses joint life expectancy may, upon application to the Committee, and not more than once in any 12-month period, request to have his and/or his and his Spouses joint life expectancy re-calculated for purposes of determining the amount of his installment payments, provided that such recalculation shall be made in a manner consistent with Treasury Regulations Section 1.401(a)(9)-9. An election under this paragraph shall not constitute an election to have the Participants life expectancy recalculated for purposes of the minimum distribution rules in Sections 8.03, and if the amount required to be distributed for the year under Sections 8.03 exceeds the amount actually paid to the Participant or his Beneficiary in installment payments under this Section |
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8.02(d), the difference shall be paid to the Participant or Beneficiary in a single lump sum before the date on which such payment is due. | |||
(iii) | A Participant may, upon application to the Committee, request a one-time withdrawal in a minimum of $10,000 from his Account balance. |
Subject to the provisions of Sections 8.03(b)(2), 8.03(d) and 8.03(f) of the Plan, a Beneficiary shall have the same payment options as are available to the Participant (as described above) with respect to the portion of the Participants vested Account payable to the Beneficiary. |
8.03 | Minimum Distribution Requirements . |
(a) | General Rules. |
(1) | Precedence . The requirements of this Section 8.03 will take precedence over any inconsistent provisions of the Plan. | ||
(2) | Requirements of Treasury Regulations Incorporated . All distributions required under this Section 8.03 will be determined and made in accordance with the Treasury Regulations under Section 401(a)(9) of the Code. | ||
(3) | TEFRA Section 242(b)(2) Elections . Notwithstanding the other provisions of this Section 8.03, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that related to Section 242(b)(2) of TEFRA. |
(b) | Time and Manner of Distribution |
(1) | Required Beginning Date . The Participants entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participants Required Beginning Date. All distributions shall be made on a pro-rata basis from a Participants Account. | ||
(2) | Death of Participant Before Distributions Begin . If the Participant dies before distributions begin, the Participants entire interest will be distributed, or begin to be distributed, no later than as follows: |
(A) | If the Participants surviving Spouse is the Participants sole Designated Beneficiary, then, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1 / 2 , if later. | ||
(B) | If the Participants surviving Spouse is not the Participants sole Designated Beneficiary, then except as provided in Section 8.03(f), distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. |
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(C) | If there is no Designated Beneficiary as of September 30 of the year following the year of the Participants death, the Participants entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participants death. | ||
(D) | If the Participants surviving Spouse is the Participants sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this Section 8.03(b), other than Section 8.03(b)(2)(A), will apply as if the surviving Spouse were the Participant. |
For purposes of this Section 8.03(b)(2) and Section 8.03(d), unless Section 8.03(b)(2)(D) applies, distributions are considered to begin on the Participants Required Beginning Date. If Section 8.03(b)(2)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under Section 8.03(b)(2)(A). |
(3) | Forms of Distribution . Unless the Participants interest is distributed in the form of a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Sections 8.03(c) and 8.03(d). |
(c) | Required Minimum Distributions During Participants Lifetime . |
(1) | Amount of Required Minimum Distribution for Each Distribution Calendar Year . During the Participants lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of: |
(A) | The quotient obtained by dividing the Participants Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participants age as of the Participants birthday in the Distribution Calendar Year; or | ||
(B) | If the Participants sole Designated Beneficiary for the Distribution Calendar Year is the Participants Spouse, the quotient obtained by dividing the Participants Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participants and Spouses attained ages as of the Participants and Spouses birthdays in the Distribution Calendar Year. |
(2) | Lifetime Required Minimum Distributions Continue Through Year of Participants Death . Required minimum distributions will be determined under this Section 8.03(c) beginning with the first Distribution Calendar Year and up to an including the Distribution Calendar Year that includes the Participants date of death. |
(d) | Required Minimum Distributions After Participants Death . |
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(1) | Death On or After Date Distributions Begin . |
(A) | Participant Survived by Designated Beneficiary . If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participants death is the quotient obtained by dividing the Participants Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participants Designated Beneficiary, determined as follows: |
(i) | The Participants remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. | ||
(ii) | If the Participants surviving Spouse is the Participants sole Designated Beneficiary, the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of the Participants death using the surviving Spouses age as of the Spouses birthday in that year. For Distribution Calendar Years after the year of the surviving Spouses death, the remaining Life Expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouses birthday in the calendar year of the Spouses death, reduced by one for each subsequent calendar year. | ||
(iii) | If the Participants surviving Spouse is not the Participants sole Designated Beneficiary, the Designated Beneficiarys remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participants death, reduced by one for each subsequent year. |
(B) | No Designated Beneficiary . If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participants death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participants death is the quotient obtained by dividing the Participants Account Balance by the Participants remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. |
(2) | Death Before Date Distributions Begin . |
(A) | Participant Survived by Designated Beneficiary . Except as provided in Section 8.03(f), if the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participants death is the quotient obtained by dividing the Participants Account Balance by the remaining Life Expectancy of the Participants Designated Beneficiary, determined as provided in Section 8.03(a). |
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(B) | No Designated Beneficiary . If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participants death, distribution of the Participants entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participants death. | ||
(C) | Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin . If the Participant dies before the date distributions begin, the Participants surviving Spouse is the Participants sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under Section 8.03(b)(2)(A), this Section 8.03(d)(2)will apply as if the surviving Spouse were the Participant. |
(e) | Definitions . |
(1) | Designated Beneficiary . The individual who is designated as the Beneficiary under the Plan and is the designated beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-4, Q&A-1 of the Treasury Regulations. | ||
(2) | Distribution Calendar Year . A calendar year for which a minimum distribution is required. For distributions beginning before the Participants death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains the Participants Required Beginning Date. For distributions beginning after the Participants death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Section 8.03(b)(2). The Required Minimum Distribution for the Participants first Distribution Calendar Year will be made on or before the Participants Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participants Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year. | ||
(3) | Life Expectancy . Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations. | ||
(4) | Participants Account Balance . The Account balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (the Valuation Calendar Year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of the dates in the Valuation Calendar Year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year. |
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(5) | Required Beginning Date . April 1 following the later of the calendar year in which the Participant (i) attains age 70 1 / 2 or (ii) incurs a Termination of Employment; provided however that for a Participant who is a 5% owner (as defined in Code Section 401(a)(9) and the Treasury Regulations thereunder), the Required Beginning Date shall mean April 1 following the calendar year in which the Participant attains age 70 1 / 2 . |
(f) | Election to Allow Participants or Beneficiaries to Elect 5-Year Rule . | ||
Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the Life Expectancy rule in Sections 8.03(b)(2) and 8.03(d)(1)(B) of the Plan applies to distributions after the death of a Participant who has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 8.03(b)(2) of the Plan or by September 30 of the calendar year that contains the fifth anniversary of the Participants (or if applicable, surviving spouses) death. If neither the Participant nor the Beneficiary makes an election under this paragraph, distributions will be made in accordance with Sections 8.03(b)(2) and 8.03(d)(1)(B) of the Plan. |
8.04 | Required Minimum Distributions for 2009 . |
Notwithstanding the provisions of Section 8.03 of the Plan (or any other provisions of the Plan), any required minimum distributions under Section 401(a)(9) of the Code payable to a Participant or Beneficiary for the 2009 calendar year shall be treated as follows: |
(a) | If the Participant or Beneficiary is scheduled to receive an annual minimum required distribution payment for 2009 , no payment will be made unless the Participant or Beneficiary elects to receive such payment for 2009. | ||
(b) | If the Participant or Beneficiary has no scheduled receive minimum required distribution payments for 2009, but would have been required to receive a required minimum payment for 2009, no payments will be made to the Participant or Beneficiary with respect to these 2009 required minimum distributions unless the Participant or Beneficiary elects to receive such payments. | ||
(c) | If the Participant or Beneficiary is scheduled to receive minimum required distributions for 2009 on a monthly, quarterly or semi-annual basis, such payments will be made unless the Participant or Beneficiary elects to stop those payments for 2009. |
8.05 | Application for Benefits . |
The Committee or its designee may require a Participant or Beneficiary to complete and file with the Committee certain forms as a condition precedent to the payment of benefits. The Committee may rely upon all such information given to it, including the Participants current mailing address. It is the responsibility of all persons interested in distributions from the Trust Fund to keep the Committee informed of their current mailing addresses. |
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8.06 | Distributions Pursuant to Qualified Domestic Relations Orders . |
Notwithstanding anything to the contrary in this Plan, a qualified domestic relations order, as defined in Code Section 414(p), may provide that any amount to be distributed to an alternate payee may be distributed immediately even though the Participant is not yet entitled to a distribution under the Plan. The intent of this Section is to provide for the distribution of benefits to an alternate payee as permitted by Treasury Regulation 1.401(a)-13(g)(3). Notwithstanding any other provision of the Plan to the contrary, if the total amount payable to an alternate payee under a Qualified Domestic Relations Order does not exceed $1,000, the only payment option available to the alternate payee shall be a lump sum payment. |
8.07 | Direct Transfer of Account to an Eligible Retirement Plan . |
(a) | In General . If a Participant is entitled to a distribution of his Account, the Participant may elect to have all or part of such Distribution paid directly to an Eligible Retirement Plan in the form of a direct rollover. | ||
(b) | Election . The Participant must make the election described in paragraph (a) above within ninety (90) but no later than thirty (30) days (7 if the Participant executes the appropriate waiver) prior to his benefit commencement date in the manner and on the form provided by the Committee. The Participant must provide all information requested by the Committee for the Trustee to make the transfer. Failure to provide such information will void the Participants election. | ||
(c) | Definition of Eligible Retirement Plan . The term Eligible Retirement Plan shall mean: |
(i) | an eligible retirement account described in Section 408(a) of the Code; | ||
(ii) | an eligible retirement annuity described in Section 408(b) of the Code (other than an endowment contract); | ||
(iii) | an employees trust described in Section 401(a) of the Code that is exempt from tax under Section 501(a) of the Code; | ||
(iv) | an annuity plan described in Section 403(a) of the Code; | ||
(v) | an eligible deferred compensation plan under Section 457(b) of the Code that is maintained by a state, political subdivision or a state or any agency or instrumentality of a state or political subdivision of a state; or | ||
(vi) | an annuity contract described in Section 403(b) of the Code. |
The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code. | |||
(d) | Exceptions . The Committee is not required to offer a direct transfer of a Participants Account if: |
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(i) | The distribution is a series of substantially equal periodic payments made at least annually for the life (or life expectancy) of the Participant or for the joint lives (or joint life expectancies) of the Participant and his Beneficiary; | ||
(ii) | The distribution is a series of substantially equal periodic payments made at least annually for a period of at least ten years; | ||
(iii) | The distribution is required under Section 409(a) of the Code (a required minimum distribution); | ||
(iv) | The distribution is made upon the hardship of the Employee; or | ||
(v) | The distribution is less than $200 in a lump sum form (or any higher amount as established by the Internal Revenue Code or other applicable authority) and withholding is therefore not required. |
(e) | Income Tax Withholding . Under the Internal Revenue Code, the Committee is generally required to withhold for federal income taxes on a distribution made directly to a Participant. Federal income tax withholding is not required for any direct transfer of a Participants Account to an Eligible Retirement Plan or for any distribution described in paragraph (d) above. | ||
(f) | Rollovers of After-Tax Employee Contributions . For purposes of the direct rollover provisions in this Section 8.07 of the Plan, a portion of the distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions that are not includible in gross income. However, such portion may be transferred only to (i) an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or (ii) a qualified defined contribution plan described in Section 401(a) of the Code or an annuity described in Section 403(b) of the Code, and such plan or trust agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is not so includable. | ||
(g) | Rollovers of Roth 401(k) Contributions . Notwithstanding the foregoing provisions of this Section 8.07, a direct rollover of a distribution from a Participants Roth 401(k) Contribution Account under the Plan will only be made to another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code, and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code. |
8.08 | Direct Trust-to-Trust Transfers by Non-Spouse Beneficiaries . |
Effective January 1, 2009, a non-spouse Beneficiary may elect, at the time and in the manner prescribed by the Committee, to have any portion of a distribution from the Plan paid directly to an Individual Retirement Plan specified by the non-spouse Beneficiary in a direct trustee-to-trustee transfer. For this purpose, the term Individual Retirement Plan shall mean an individual retirement account described in Section 408(a) of the Code or an individual retirement annuity described in Section 408(b) of the Code (other than an endowment contract) that is established for the purpose of receiving the distribution on behalf of an individual who is designated as a Beneficiary and who is not the surviving spouse of the Participant. This transfer shall be treated |
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as an eligible rollover distribution for purposes of Section 402(c) of the Code and, for Plan Years beginning on and after January 1, 2010, for all purposes of the Code. |
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9.01 | Hardship Withdrawal of Account . |
(a) | In General . Any Participant may request the Committee to distribute to him, on account of a financial hardship, part or all of his: |
(i) | Salary Savings Contributions Account; |
(ii) | Roth 401(k) Contribution Account |
(iii) | Elective Profit Sharing Contribution portion of his Profit Sharing Contribution Account, provided the Participant is 100% vested in this sub-account; |
(iv) | Non Elective Profit Sharing Contribution portion of his Profit Sharing Contribution Account, provided the Participant is 100% vested in this sub-account; |
(v) | Retirement Contribution Account, provided the Participant is 100% vested in this sub-account; |
(vi) | Voluntary After-Tax Contribution Account; |
(vii) | Rollover Contribution Account; and |
(viii) | Employer Matching Contributions on Elective Profit Sharing Contributions, provided the Participant is 100% vested in this sub-account. |
Such Account shall be valued in accordance with Section 9.05. Distributions shall be made on a pro-rata basis from each of the Participants sub-accounts listed above. |
(b) | No Distribution of Earnings . Notwithstanding the above, income or gain that is allocated to a Participants Salary Savings Contribution Account, his Roth 401(k) Contribution Account and to the Participants Elective Profit Sharing Contributions held in his Profit Sharing Contribution Account may not be distributed in a hardship withdrawal. |
9.02 | Definition of Hardship . |
Hardship shall mean an immediate and heavy financial need experienced by reason of: |
(a) | Expenses of any accident or sickness of such Participant, his Spouse or any individual (including non-custodial children of the Participant) claimed as a dependent (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code) by the Participant for federal income tax purposes; |
(b) | Purchase of a primary residence of such Participant; |
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(c) | Payment of tuition and related educational fees for the next twelve months of post-secondary education for the Participant, for the Spouse, a child of the Participant or for an individual claimed as a dependent (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code) by the Participant for federal income tax purposes; |
(d) | The need to prevent the eviction of the Participant from his primary residence or foreclosure on the Participants primary residence; |
(e) | Payment of funeral expenses for a deceased parent, Spouse, or child of the Participant or individual claimed as a dependent (as defined in Section 152 of the Code, without regard to Section 152(d)(1)(B) of the Code) by the Participant for federal income tax purposes; |
(f) | Payment of expenses for the repair of damage to the Participants primary residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceeds 10% of the Participants adjusted gross income); or |
(g) | Other financial hardships as permitted by Treasury Regulations or other regulatory or judicial authority and approved by the Committee. |
9.03 | Maximum Hardship Distribution . |
A hardship distribution cannot exceed the amount required to meet the immediate financial need created by the hardship (after taking into account applicable federal, state, or local income taxes and penalties) and not reasonably available from other resources of the Participant. In order to ensure compliance with this requirement, the Committee may require the Participant to satisfy any or all of the provisions described below in (1), (2), or (3) below as a condition precedent to the Participant receiving a hardship distribution: |
(a) | No Other Sources Available . Certification by the Participant on a form provided by the Committee for such purpose that the financial need cannot be relieved (1) through reimbursement or payment by insurance; (2) by reasonable liquidation of the Participants assets; (3) by ceasing Salary Savings Contributions and Roth 40(k) Contributions under the Plan; (4) by other in-service distributions (including loans) under the Plan and under any other plan maintained by the Employer; or (5) by borrowing from commercial lenders on reasonable commercial terms. |
(b) | Receipt of All Distributions Available; Suspension of Future Contributions . Receipt by the Participant of all distributions that he is eligible to receive under this Plan and under any other plan maintained by the Employer. | ||
In addition, the Participant must agree to the following limitations and restrictions: |
(1) | The Participants Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions shall automatically be suspended beginning on the first payroll period that commences after such Participant requests and receives a hardship distribution. Such Participant may resume making Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing |
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Contributions to the Plan at any time after 6 months have expired since the effective date of such suspension. |
(2) | The Participant shall be prohibited under a legally enforceable agreement from making an Employee contribution to any other plan maintained by the Employer for at least 6 months after the receipt of the hardship distribution. For this purpose, the phrase any other plan includes all qualified and nonqualified plans of deferred compensation, stock option plans and stock purchase plans. It does not include a health or welfare plan including one that is part of a Section 125 cafeteria plan. |
(c) | Other . Any other condition or method approved by the Internal Revenue Service. |
9.04 | Procedure to Request Hardship . | |
The request to receive a hardship distribution shall be made in writing to the Committee explaining the nature of the financial hardship and stating the amount needed to meet the immediate need. Under no circumstances shall the Committee permit a Participant to repay to the Plan the amount of any hardship withdrawal by a Participant under this Section. | ||
9.05 | Valuation for Purposes of Withdrawals . | |
The Participants Account for purposes of determining the amount of a hardship withdrawal or in-service distribution shall be determined as of the Valuation Date preceding (i) the date on which the Committee approves the hardship withdrawal or (ii) the date on which the Company approves the in-service distribution. | ||
9.06 | Age 59 1 / 2 In-Service Distributions . |
(a) | A Participant who has not terminated employment may, at any time after attaining age 59 1 / 2 , elect to withdraw all or part of his vested Account (including any earnings thereon). A distribution shall be made no earlier than the month following the calendar month in which the Participant attains age 59 1 / 2 . Distributions shall be made on a pro-rata basis from each of the Participants vested sub-accounts listed in Section 6.01. | ||
(b) | A Participant who receives an age 59 1 / 2 withdrawal shall not be suspended from continuing or commencing to make (in accordance with the Plan) Salary Savings contributions to the Plan. | ||
(c) | No in-service withdrawal will be permitted unless the amount to be withdrawn is at least $1,000 (or the entire amount available for withdrawal, if less). | ||
(d) | In no event shall a Participant be permitted to repay the amount of his in-service withdrawal. | ||
(e) | The Committee may establish additional uniform and nondiscriminatory administrative procedures concerning requests for in-service withdrawals. |
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10.01 | Named Fiduciaries . | |
The following parties are named as Fiduciaries of the Plan and shall have the authority to control and manage the operation and administration of the Plan: |
(a) | The Company; | ||
(b) | The Board; | ||
(c) | The Trustee; and | ||
(d) | The Committee. |
The Fiduciaries named above shall have only the powers and duties expressly allocated to them in the Plan and in the Trust Agreement and shall have no other powers and duties in respect of the Plan; provided, however, that if a power or responsibility is not expressly allocated to a specific named fiduciary, the power or responsibility shall be that of the Company. No Fiduciary shall have any liability for, or responsibility to inquire into, the acts and omissions of any other Fiduciary in the exercise of powers or the discharge of responsibilities assigned to such other Fiduciary under this Plan or the Trust Agreement. |
10.02 | Board of Directors . | |
The Board shall have the following powers and duties with respect to the Plan: |
(a) | The Board shall have the power to appoint and remove the Trustee and the members of the Committee. The Board may delegate its authority to appoint or remove the Trustee and the members of the Committee to an officer of the Company. | ||
(b) | The Board shall have the power to amend the Plan, in whole or in part, pursuant to Section 11.01; or to terminate the Plan, in whole or in part. |
10.03 | Trustee . | |
The Trustee shall exercise all of the powers and duties assigned to the Trustee as set forth in the Trust Agreement. The Trustee shall have no other responsibilities with respect to the Plan. | ||
10.04 | Committee . |
(a) | A committee of one or more individuals may be appointed by and serve at the discretion of the Board to administer the Plan. Any Participant, officer, or director of the Employer shall be eligible to be appointed a member of the Committee and all members shall serve as such without compensation. Upon termination of his employment with the Employer, or upon ceasing to be an officer or director, if not an employee, a member of the Committee automatically shall cease to be a member of the Committee. The Board shall |
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have the right to remove any member of the Committee at any time, with or without cause. A member may resign at any time by giving written notice to the Committee and the Board. If a vacancy in the Committee should occur, a successor may be appointed by the Board. The Committee shall by written notice keep the Trustee notified of current membership of the Committee, its officers and agents. The Committee shall furnish the Trustee a certified signature card for each member of the Committee and for all purposes hereunder the Trustee shall be conclusively entitled to rely upon such certified signatures. If there are no members of the Committee, the Company shall assume the authority, powers, duties and privileges of the Committee. |
(b) | The Board or the Chief Executive Officer shall appoint a Chairman and a Secretary from among the members of the Committee. All resolutions, determinations and other actions shall be by a majority vote of all members of the Committee. The Committee may appoint such agents, who need not be members of the Committee, as it deems necessary for the effective performance of its duties, and may delegate to such agents such powers and duties, whether ministerial or discretionary, as the Committee deems expedient or appropriate. The compensation of such agents shall be fixed by the Committee; provided, however, that in no event shall compensation be paid if such payment violates the provisions of Section 406 of ERISA and is not exempted from such prohibitions by Section 408 of ERISA. |
(c) | The Committee shall have complete control of the administration of the Plan with all powers necessary to enable it to properly carry out the provisions of the Plan. In addition to all implied powers and responsibilities necessary to carry out the objectives of the Plan and to comply with the requirements of ERISA, the Committee shall have the following specific powers and responsibilities: |
(1) | To construe the Plan and Trust Agreement and to determine all questions arising in the administration, interpretation and operation of the Plan; |
(2) | To decide all questions relating to the eligibility of Employees to participate in the benefits of the Plan and Trust Agreement; |
(3) | To determine the benefits of the Plan to which any Participant, Beneficiary or other person may be entitled; |
(4) | To keep records of all acts and determinations of the Committee, and to keep all such records, books of accounts, data and other documents as may be necessary for the proper administration of the Plan; |
(5) | To prepare and distribute to all Plan Participants and Beneficiaries information concerning the Plan and their rights under the Plan, including, but not limited to, all information that is required to be distributed by ERISA, the regulations thereunder, or by any other applicable law; |
(6) | To file with the Secretary of Labor such reports and additional documents as may be required by ERISA and regulations issued thereunder, including, but not limited to, summary plan description, modifications and changes, annual reports, terminal reports and supplementary reports; |
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(7) | To file with the Secretary of the Treasury all reports and information required to be filed by the Code, ERISA and regulations issued under each; and |
(8) | To do all things necessary to operate and administer the Plan in accordance with its provisions and in compliance with applicable provisions of federal law. |
(d) | To enable the Committee to perform its functions, the Employer shall supply full and timely information of all matters relating to the compensation and length of service of all Participants, their Retirement, death or other cause of termination of employment, and such other pertinent facts as the Committee may require. The Committee shall advise the Trustee of such facts and issue to the Trustee such instructions as may be required by the Trustee in the administration of the Plan. The Committee and the Employer shall be entitled to rely upon all certificates and reports made by a Certified Public Accountant selected or approved by the Employer. The Committee, the Employer and its officers shall be fully protected in respect of any action suffered by them in good faith in reliance upon the advice or opinion of any accountant or attorney, and all action so taken or suffered shall be conclusive upon each of them and upon all other persons interested in the Plan. |
10.05 | Standard of Fiduciary Duty . | |
Any Fiduciary, or any person designated by a Fiduciary to carry out fiduciary responsibilities with respect to the Plan, shall discharge his duties solely in the interests of the Participants and Beneficiaries for the exclusive purpose of providing them with benefits and defraying the reasonable expenses of administering the Plan. Any Fiduciary shall discharge his duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matter would use in the conduct of an enterprise of a like character and with like aims. Any Fiduciary shall discharge his duties in accordance with the documents and instruments governing the Plan insofar as such documents and instruments are consistent with the provisions of ERISA. Notwithstanding any other provisions of the Plan, no Fiduciary shall be authorized to engage in any transaction that is prohibited by Sections 406 and 2003(a) of ERISA or Section 4975 of the Code in the performance of its duties hereunder. | ||
10.06 | Claims Procedure . |
(a) | Claims . If a Participant has any grievance, complaint, or claim concerning any aspect of the operation or administration of the Plan or Trust, including but not limited to claims for benefits and complaints concerning the performance or administration of the investments of Plan assets (collectively referred to herein as claim or claims), the Participant shall submit the claim to the Committee, which shall have the initial responsibility for deciding the claim. All such claims shall be submitted in writing and shall set forth the relief requested and the reasons the relief should be granted. All such claims must be submitted within the applicable limitations period. The applicable limitations period shall be two years, beginning on: |
(i) | in the case of any lump-sum payment, the date on which the payment was made, |
(ii) | in the case of an installment payment, the date of the first in the series of payments, or |
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(iii) | for all other claims, the date on which the action complained or grieved of occurred. |
To the extent that documentary or other evidence is relevant to the relief sought, the Participant shall submit such evidence or, if the evidence is in the possession of the Committee, the Participant shall refer to such evidence in a manner sufficient to allow the Committee to identify and locate such evidence. |
(b) | Denial of Claims . If a claim is denied in whole or in part, the Committee shall give the claimant written notice of the decision within ninety (90) days of the date the claim was submitted. Such written notice shall set forth in a manner calculated to be understood by the claimant: |
(1) | the specific reason or reasons for the denial; |
(2) | specific references to pertinent Plan provisions on which the denial is based; |
(3) | a description of any additional material or information necessary for the claimant to perfect the claim, along with an explanation of why such material or information is necessary; and |
(4) | appropriate information about the steps to be taken if the claimant wishes to submit the claim for review of the denial. The ninety-day period for review of a claim for benefits may be extended for an additional ninety (90) days by a written notice to the claimant setting forth the reason for the extension. If the Committee fails to respond to a claim within the time limits set forth above, the claim shall be deemed denied and the Participant may request review by the Committee as set forth in Section 10.06(c). |
(c) | Appeals Procedure . If a claim is denied in whole or in part or if the claimant has no response to such claim within ninety (90) days of its submission (in which case the claim for benefits shall be deemed to be denied), the claimant or his duly authorized representative may appeal the denial to the Committee within sixty (60) days of receipt of written notice of denial or within sixty (60) days of the expiration of the ninety-day period. In pursuing his appeal, the claimant or his duly authorized representative: |
(i) | shall request in writing that the Committee review the denial; |
(ii) | shall review pertinent documents; and |
(iii) | shall submit evidence as well as written issues, comments or arguments. |
The decision on review shall be made within sixty (60) days of receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If such an extension of time is required, written notice of the extension shall be furnished to the claimant before the end of the original sixty-day period. The decision on review shall be made in writing, shall be written in a manner calculated to be understood by the claimant, and shall include specific references |
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to the provision of the plan on which the denial is based. If the decision on review is not furnished within the time specified above, the claim shall be deemed denied on review. The decision shall be final and conclusive and a Participant shall not be permitted to bring suit at law or in equity on a claim without first exhausting the remedies available hereunder. No action at law or in equity to recover under this Plan shall be commenced later than one year from the date of the decision on review (or if no decision is furnished within 120 days of receipt of the request for review, the 120 th day after receipt of the request for review). |
10.07 | Indemnification of Committee; Board . | |
To the extent permitted under ERISA, the Plan shall indemnify the Board and the Committee against any cost or liability that they may incur in the course of administering the Plan and executing the duties assigned pursuant to the Plan. The Employer shall indemnify the Committee against any personal liability or cost not provided for in the preceding sentence that they may incur as a result of any act or omission in relation to the Plan or its Participants. Notwithstanding the foregoing, however, no person shall be indemnified for any act or omission that results from that persons intentional or willful misconduct, or illegal activity. The Employer may purchase fiduciary liability insurance to insure its obligation under this Section. The Company shall have the right to select counsel to defend the Board or Committee in connection with any litigation arising from the execution of their duties under the Plan. |
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11.01 | Right to Amend . | |
The Company intends for the Plan to be permanent so long as the corporation exists; however, it reserves the right (through action of the Board) to modify, alter, or amend this Plan or the Trust Agreement, from time to time, to any extent that it may deem advisable, including, but not limited to any amendment deemed necessary to insure the continued qualification of the Plan under Sections 40l(a) and 401(k) of the Code or to insure compliance with ERISA; provided, however, that the Company shall not have the authority to amend this Plan in any manner that will: |
(a) | Permit any part of the Fund (other than such part as is required to pay taxes and administrative expenses) to be used for or diverted to purposes other than for the exclusive benefit of the Participants or their Beneficiaries; |
(b) | Cause or permit any portion of the funds to revert to or become the property of the Employer; |
(c) | Change the duties, liabilities, or responsibilities of the Trustee without its prior written consent. |
11.02 | Termination and Discontinuance of Contributions . | |
The Company shall have the right at any time to terminate this Plan or to discontinue permanently its contributions hereunder (hereinafter referred to as Plan Termination). Upon termination of the Plan, the Committee shall direct the Trustee with reference to the disposition of the Fund, after payment of any expenses properly chargeable against the Fund. The Trustee shall distribute all amounts held in Trust to the Participants and others entitled to distributions in proportion to the Accounts of such Participants and other distributees as of the date of such Plan Termination. In the event that this Plan is partially terminated, the provisions of this Section 11.02 shall apply solely with respect to the Employees affected by the partial termination. If the Plan is terminated or partially terminated, or if the Employer permanently discontinues its contributions to the Plan, then all Participants (in the case of complete plan termination or permanent discontinuance of contributions) or the affected Participants (in the event of partial Plan termination), shall become 100% vested in all of their Accounts under the Plan immediately upon such event. | ||
11.03 | IRS Approval of Termination . | |
Notwithstanding Section 11.02, the Trustee shall not be required to make any distribution from this Plan in the event of complete or partial termination until the Internal Revenue Service has issued a favorable determination with respect to the Plans termination. |
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12.01 | Definitions . | |
Actual Contribution Percentage or ACP shall mean the ratio (expressed as a percentage) of (i) the sum of the Employer Matching Contributions and, for Plan Years beginning prior to April 1, 2001, Voluntary After-Tax Contributions on behalf of the Participant for the Plan Year and, to the extent permitted in Treasury Regulations and elected by the Employer, the Participants Qualified Elective Deferrals and Qualified Non-Elective Contributions to (ii) the Participants Compensation for the Plan Year. The Employer, on an annual basis, may elect to include or not to include Qualified Elective Deferrals and Qualified Non-Elective Contributions in computing the ACP for a Plan Year. If a Participant (as defined below) does not receive an allocation of Employer Contributions for a Plan Year, such Participants ACP for the Plan Year shall be zero. | ||
Actual Deferral Percentage or ADP shall mean the ratio (expressed as a percentage) of (i) the sum of Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions contributed to the Plan on behalf of a Participant for the Plan Year (excluding any Excess Deferrals by a Non-Highly Compensated Employee) and, to the extent permitted in Treasury Regulations and elected by the Employer, the Participants Qualified Non-Elective Contributions to (ii) the Participants Compensation for the Plan Year. The Employer, on an annual basis, may elect to include or not to include Qualified Non-Elective Contributions in computing the ADP for a Plan Year. In the case of a Participant (as defined below) who does not make a Salary Savings Contribution or Roth 401(k) Contribution for a Plan Year and is not allocated a Qualified Non-Elective Contribution for such Plan Year, such Participants ADP for the Plan Year shall be zero. | ||
Average Actual Contribution Percentage shall mean the average (expressed as a percentage) of the Actual Contribution Percentages of the Participants in a group. The percentage shall be rounded to the nearest one-hundredth of one percent (four decimal places). | ||
Average Actual Deferral Percentage shall mean the average (expressed as a percentage) of the Actual Deferral Percentages of the Participants in a group. The percentage shall be rounded to the nearest one-hundredth of one percent (four decimal places). | ||
Compensation for purposes of this Article 12 shall be that definition selected by the Committee that satisfies the requirements of Code Sections 414(s) and 401(a)(17). Such definition may change from year to year but must apply uniformly among all Eligible Employees being tested under the Plan for a given Plan Year and among all Employees being tested under any other plan that is aggregated with this Plan during the Plan Year. If the Committee fails to select a definition of Compensation for purposes of this Article 12, Compensation (for purposes of Article 12) shall have the same meaning as defined in Article 2. | ||
Employer Matching Contributions . For purposes of this Article 12, an Employer Matching Contribution for a particular Plan Year includes only those contributions that are (i) allocated to the Participants Account under the Plan as of any date within such Plan Year, (ii) contributed to the Trust no later than the end of the 12-month period following the close of such Plan Year, and |
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(iii) made on account of such Participants Salary Savings Contributions and/or Roth 401(k) Contributions for the Plan Year. |
Excess Deferrals shall have that meaning as defined in Section 12.02. |
Excess ACP Contributions shall have that meaning as defined in Section 12.08. |
Excess ADP Deferrals shall have that meaning as defined in Section 12.05. |
Highly Compensated Employee . See Article 13. |
Non-elective Contributions . For purposes of this Article 12, a Non-elective Contribution is taken into account only if the contribution is (i) allocated to the Participants Account under the terms of the Plan as of any date within the Plan Year, and (ii) would have been received by the Participant as cash, but for the deferral election during the Plan Year. Any Non-elective Contribution taken into account under this Article 12 shall be deemed to be a Salary Savings Contribution for purposes of the limits set forth in Article 12. |
Non-Highly Compensated Employee . See Article 13. |
Participant . For purposes of this Article 12, a Participant shall mean any Employee who (i) is eligible to receive an allocation of an Employer Matching Contribution, even if no Employer Matching Contribution is allocated due to the Employees failure to make a required Salary Savings Contribution, (ii) is eligible to make a Salary Savings Contribution or Roth 401(k) Contribution, including an Employee whose right to make Salary Savings Contributions and Roth 401(k) Contributions has been suspended because of an election not to participate or a hardship distribution, and (iii) is unable to receive an Employer Matching Contribution or make a Salary Savings Contribution or a Roth 401(k) Contribution because his Compensation is less than a stated amount. |
Salary Savings Contributions or Roth 401(k) Contributions . For purposes of this Article 12, a Salary Savings Contribution or Roth 401(k) Contribution is taken into account only if the contribution (i) is allocated to the Participants Account under the terms of the Plan as of any date within the Plan Year, and (ii) relates to Compensation that would have been received by the Participant during the Plan Year or within 2 1 / 2 months after the Plan Year but for the deferral election. A Salary Savings Contribution or Roth 401(k) Contribution is considered to be allocated as of a date within a Plan Year only if the allocation is not contingent on participation in the Plan or performance of service after the Plan Year to which the Salary Savings Contribution or Roth 401(k) Contribution relates. In addition, for purposes of this Article 12, unless otherwise stated, Salary Savings Contributions or Roth 401(k) Contributions shall include Non-elective Contributions taken into account under this Plan. |
Qualified Elective Deferral shall mean Salary Savings Contributions, Roth 401(k) Contributions or Elective Profit Sharing Contributions designated by the Committee as Qualified Elective Deferrals in order to meet the ACP testing requirements of Section 12.06. In addition, the following requirements must be satisfied: |
(1) | The aggregate of all Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions for the Plan Year (including the Qualified Elective Deferrals) must satisfy the ADP testing requirements set forth in Section 12.03(a). |
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(2) | The aggregate of all Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions for the Plan Year (excluding the Qualified Elective Deferrals) must satisfy the ADP testing requirements set forth in Section 12.03(a). |
(3) | Qualified Elective Deferrals must satisfy all other provisions of this Plan applicable to Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions and shall remain part of the Participants Salary Savings Contribution Account, Roth 401(k) Contribution Account or the Elective Profit Sharing Contribution portion of the Participants Profit Sharing Contribution Account. |
(4) | Except as provided by this definition, Qualified Elective Deferrals shall be excluded in determining whether any other contribution or benefit satisfies the nondiscrimination requirements of Code Sections 401(a)(4) and 401(k)(3). |
Qualified Non-Elective Contribution shall mean an Employer contribution designated by the Committee as a Qualified Non-Elective Contribution in order to meet the ADP testing requirements of Section 12.03 or the ACP testing requirements of Section 12.06. In addition, the following requirements must be satisfied: |
(1) | The Qualified Non-Elective Contribution, whether or not used to satisfy the requirements of Sections 12.03 or 12.06, must meet the requirements of Code Section 401(a)(4). |
(2) | Qualified Non-Elective Contributions which are taken into account in order to meet the requirements of Section 12.03 or 12.06 (as applicable) shall not be counted in determining whether the testing requirements of any of such other Sections are met. |
(3) | The Qualified Non-Elective Contributions shall be subject to all provisions of this Plan applicable to Salary Savings Contributions and Roth 401(k) Contributions (except that Qualified Non-Elective Contributions cannot be distributed in a hardship distribution). |
(4) | Except as provided in this paragraph, the Qualified Non-Elective Contributions shall be excluded in determining whether any other contribution or benefit satisfies the nondiscrimination requirements of Code Sections 401(a)(4) and 401(k)(3). |
12.02 | Limit on Salary Savings Contributions and Roth 401(k) Contributions . |
(a) | Notwithstanding any other provision of this Plan to the contrary, the aggregate of a Participants Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions actually contributed to the Plan during a calendar year may not exceed the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year, except to the extent permitted under Section 4.01(d) of the Plan and Section 414(v) if applicable. Any Salary Savings Contributions, Roth 401(k) Contributions or Elective Profit Sharing Contributions in excess of the foregoing limit (Excess Deferral), plus any income and minus any loss allocable thereto, will be distributed to the applicable Participant no later than April 15 following the calendar year in which such contributions were made. |
(b) | Any Participant who has an Excess Deferral during a calendar year may receive a distribution of the Excess Deferral during such calendar year plus any income or minus |
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any loss allocable thereto, provided (1) the Participant requests (or is deemed to request) the distribution of the Excess Deferral, (2) the distribution occurs after the date the Excess Deferral arose, and (3) the Committee designates the distribution as a distribution of an Excess Deferral. If a Participant who has an Excess Deferral has made Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions during the calendar year in which the Excess Deferral arose, the Excess Deferral shall be distributed to the Participant on a pro-rata basis from the Participants Salary Savings Contributions (if any), his Elective Profit Sharing Contributions (if any), and his Roth 401(k) Contributions (if any). The distribution of the Excess Deferral shall be adjusted for income or loss during the Plan Year only, and not for the period between the end of the Plan Year and the date of the distribution. Notwithstanding the foregoing, for the 2007 Plan Year only, the income or loss allocable to an Excess Deferral shall include income or loss during the gap period (that is, the period between the end of the Plan Year and date of distribution) to the extent required under the applicable Treasury Regulations. |
(c) | If a Participant makes a Salary Savings Contribution, Roth 401(k) Contribution or Elective Profit Sharing Contribution under this Plan and in the same calendar year makes a contribution to a Code Section 401(k) plan containing a cash or deferred arrangement (other than this Plan), a Code Section 408(k) plan (simplified employee pension plan) or a Code Section 403(b) plan (tax sheltered annuity) and, after the return of any Excess Deferral pursuant to Section 12.02(a) and (b) the aggregate of all such contributions exceed the limitations contained in Code Section 402(g), then such Participant may request that the Committee return all or a portion of the Participants Salary Savings Contributions, Roth 401(k) Contributions or Elective Profit Sharing Contributions (as elected by the Participant) for the calendar year plus any income and minus any loss allocable thereto. The amount by which such contributions exceed the Code Section 402(g) limitations will also be known as an Excess Deferral. |
(d) | Any request for a return of Excess Deferrals arising out of contributions to a plan described in Section 12.02(c) above which is maintained by an entity other than the Employer must: |
(1) | be made in writing; |
(2) | be submitted to the Committee not later than the March 1 following the Plan Year in which the Excess Deferral arose; |
(3) | specify the amount of the Excess Deferral; |
(4) | contain a statement that if the Excess Deferral is not distributed, it will, when added to amounts deferred under other plans or arrangements described in Sections 401(k), 408(k),or 403(b) of the Code, exceed the limit imposed on the Participant by Section 402(g) of the Code for the year in which the Excess Deferral occurred; and |
(5) | acknowledge that the Salary Savings Contributions (if any), Roth 401(k) Contributions (if any) or Elective Profit Sharing Contributions (if any) shall be returned to the Participant on a pro-rata basis from his Account. |
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In the event an Excess Deferral arises out of contributions to a plan (including this Plan) described in Section 12.02(c) above which is maintained by the Employer, the Participant making the Excess Deferral shall be deemed to have requested a return of the Excess Deferral. |
(e) | Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions may only be returned to the extent necessary to eliminate a Participants Excess Deferral. Excess Deferrals shall be treated as Annual Additions under the Plan. In no event shall the returned Excess Deferrals for a particular calendar year exceed the Participants aggregate Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions for such calendar year. | ||
To the extent a return of Excess Deferrals represent a return of the Participants Roth 401(k) Contributions, such returned Excess Deferrals shall not be includible in the Participants gross income for income tax purposes. However, any income allocable to such returned Excess Deferrals shall be includible in the Participants gross income for tax purposes. |
(f) | The income or loss allocable to a Salary Savings Contribution, Roth 401(k) Contribution or Elective Profit Sharing Contribution that is returned to a Participant pursuant to this Section 12.02 shall be determined by multiplying the income or loss allocable to the Participants Account for the calendar year in which the Excess Deferral arose by a fraction. The numerator of the fraction is the Excess Deferral. The denominator of the fraction is the value of the Participants Account balance on the last day of the calendar year in which the Excess Deferral arose reduced by any income allocated to the Participants Account for such calendar year and increased by any loss allocated to the Participants Account for such calendar year. Alternatively, the income or loss allocable to a Salary Savings Contribution, Roth 401(k) Contribution or Elective Profit Sharing Contribution may be calculated using any reasonable method for computing such income or loss, provided the method does not discriminate in favor of Highly Compensated Employees, is used consistently for all participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants Accounts. Notwithstanding the foregoing, for the 2007 Plan Year only, the income or loss allocable to an Excess Deferral shall include income or loss during the gap period (that is, the period between the end of the Plan Year and date of distribution) to the extent required under the applicable Treasury Regulations. | ||
(g) | Any Employer Matching Contribution allocable to an Excess Deferral that is returned to a Participant pursuant to this Section 12.02 shall be forfeited notwithstanding the provisions of Article 7 (vesting). For this purpose, however, the Salary Savings Contributions and Roth 401(k) Contributions that are returned to the Participant as an Excess Deferral shall be deemed to be first those Salary Savings Contributions and Roth 401(k) Contributions for which no Employer Matching Contribution was made and second those Salary Savings Contributions and Roth 401(k) Contributions for which an Employer Matching Contribution was made. Accordingly, if the Salary Savings Contributions or Roth 401(k) Contributions that are returned to the Participant as Excess Deferrals were not matched, no Employer Matching Contribution will be forfeited. Non-elective Contributions shall be returned as an Excess Deferral before Salary Savings Contributions, Salary Savings Contributions shall be returned as an Excess Deferral |
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before Roth 401(k) Contributions, and Roth 401(k) Contributions shall be returned as an Excess Deferral before Elective Profit Sharing Contributions. |
12.03 | Average Actual Deferral Percentage . |
(a) | The Average Actual Deferral Percentage for Highly Compensated Employees for each Plan Year and the Average Actual Deferral Percentage for Non-Highly Compensated Employees for the preceding Plan Year must satisfy one of the following tests: |
(1) | The Average Actual Deferral Percentage for Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Deferral Percentage for the preceding Plan Year for Participants who were Non-Highly Compensated Employees for such Plan Year multiplied by 1.25; or |
(2) | The excess of the Average Actual Deferral Percentage for Participants who are Highly Compensated Employees for the Plan Year over the Average Actual Deferral Percentage for the preceding Plan Year for Participants who were Non-Highly Compensated Employees for such preceding Plan Year is not more than two percentage points, and the Average Actual Deferral Percentage for Participants who are Highly Compensated Employees is not more than the Average Actual Deferral Percentage for the preceding Plan Year for Participants who were Non-Highly Compensated Employees for such Plan Year multiplied by two. |
(b) | If at the end of the Plan Year, the Plan does not comply with the provisions of Section 12.03(a), the Employer may do any or all of the following, except as otherwise provided in the Code or Treasury Regulations: |
(1) | Distribute Salary Savings Contributions or Roth 401(k) Contributions to certain Highly Compensated Employees as provided in Section 12.05; or |
(2) | Make a Qualified Non-Elective Contribution on behalf of any or all of the Non-Highly Compensated Employees and aggregate such contributions with the Non-Highly Compensated Employees Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions as provided in Section 12.01 (definition of ADP). |
12.04 | Special Rules For Determining Average Actual Deferral Percentage . |
(a) | The Actual Deferral Percentage for any Highly Compensated Employee for the Plan Year who is eligible to have Salary Savings Contributions and/or Roth 401(k) Contributions allocated to his account under two or more arrangements described in Section 401(k) of the Code that are maintained by the Employer shall be determined as if such Salary Savings Contributions and/or Roth 401(k) Contributions were made under a single arrangement. |
(b) | If two or more plans maintained by the Employer are treated as one plan for purposes of the nondiscrimination requirements of Code Section 401(a)(4) or the coverage requirements of Code Section 410(b) (other than for purposes of the average benefits |
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test), all Salary Savings Contributions and Roth 401(k) Contributions that are made pursuant to those plans shall be treated as having been made pursuant to one plan. |
(c) | The determination and treatment of the Salary Savings Contributions, Roth 401(k) Contributions, Elective Profit Sharing Contribution and Actual Deferral Percentage of any Participant shall be in accordance with such other requirements as may be prescribed from time to time in Treasury Regulations. |
12.05 | Distribution of Excess ADP Deferrals . |
(a) | Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions exceeding the limitations of Section 12.03(a) (Excess ADP Deferrals) and any income or loss allocable to such Excess ADP Deferral shall be designated by the Committee as Excess ADP Deferrals and shall be distributed to Highly Compensated Employees whose Accounts were credited with Excess ADP Deferrals in the preceding Plan Year. The Committee shall determine the amount of Excess ADP Deferrals to be distributed to each Highly Compensated Employee by first determining the aggregate dollar amount of the distribution as follows: |
(1) | Determine the dollar amount by which the Salary Savings Contributions, Roth 401(k) Contributions and/or Elective Profit Sharing Contributions of the Highly Compensated Employee(s) with the highest ADP must be reduced to equal the second highest ADP(s) under the Plan; then |
(2) | Determine the dollar amount by which the Salary Savings Contributions, Roth 401(k) Contributions and/or and Elective Profit Sharing Contributions for the two (or more) Highly Compensated Employees with the highest ADPs under the Plan must be reduced to equal the third highest ADP(s) under the Plan; then |
(3) | Repeat the steps described in (1) and (2) above with respect to the third and successive highest ADP levels under the Plan until the Average Actual Deferral Percentage does not exceed the amount allowable under Section 12.03(a); then |
(4) | Add the dollar amounts determined in each of steps (1), (2) and (3) above. |
The aggregate dollar amount of Excess ADP Deferrals determined under steps (1) through (4) above shall be distributed as follows: |
(1) | First to those Highly Compensated Employees with the highest amount of Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions until each such Employees Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions equal the second highest amount of the Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions under the Plan; |
(2) | Second, to the two (or more) Highly Compensated Employees with the next highest dollar amount of Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions under the Plan, until each such Employees Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions equal the third highest amount of |
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Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions under the Plan; and |
(3) | Then the steps described in (1) and (2) shall be repeated for the third and successive Highly Compensated Employees with the highest amount of Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions under the Plan until all Excess ADP Deferrals have been returned. |
(4) | If a Highly Compensated Employee is eligible to make Catch-Up Contributions under Section 4.01(d) of the Plan, any Excess ADP Deferrals allocated to such Highly Compensated Employee in steps (1) through (3) above must be retained by the Plan and treated as Catch-Up Contributions for the Plan Year in which the Excess ADP Deferral was made, to the extent permitted under Section 4.01(d) of the Plan and Section 414(v) of the Code. Any remaining Excess ADP Deferral shall then be distributed to such Highly Compensated Employee. Any Excess ADP Deferrals that are retained by the Plan as Catch-Up Contributions under this paragraph shall be treated as Catch-Up Contributions under Section 4.01(d) of the Plan. Any Employer Matching Contributions on a Participants Salary Savings Contributions, Roth 401(k) Contributions or Elective Profit Sharing Contributions that are recharacterized as Catch-Up Contributions shall be forfeited. |
(b) | To the extent administratively possible, the Committee shall distribute all Excess ADP Deferrals and any income or loss allocable thereto prior to 2 1 / 2 months following the end of the Plan Year in which the Excess ADP Deferrals arose. In any event, however, the Excess ADP Deferrals and any income or loss allocable thereto shall be distributed prior to the end of the Plan Year following the Plan Year in which the Excess ADP Deferrals arose. Excess ADP Deferrals shall be treated as Annual Additions under the Plan. The distribution of the Excess ADP Deferrals shall be adjusted for income or loss during the Plan Year only, and not for the period between the end of the Plan Year and the date of the distribution. |
(c) | The income or loss allocable to Excess ADP Deferrals shall be determined by multiplying the income or loss allocable to the Participants Account for the Plan Year in which the Excess ADP Deferrals arose by a fraction. The numerator of the fraction is the Excess ADP Deferral. The denominator of the fraction is the value of the Participants Account balance on the last day of the Plan Year in which the Excess ADP Deferrals arose reduced by any income allocated to the Participants Account for such Plan Year and increased by any loss allocated to the Participants Account for the Plan Year. Alternatively, the income or loss allocable to Excess ADP Deferrals may be calculated using any reasonable method for computing such income or loss, provided the method does not discriminate in favor of Highly Compensated Employees, is used consistently for all participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants Accounts. |
(d) | If an Excess Deferral has been distributed to the Participant pursuant to Section 12.02 for any taxable year of a Participant, then any Excess ADP Deferral allocable to such Participant for the same Plan Year in which such taxable year ends shall be reduced by the amount of such Excess Deferral. |
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(e) | Any Employer Matching Contribution allocable to an Excess ADP Deferral that is returned to the Participant pursuant to this Section 12.05 shall be forfeited notwithstanding the provisions of Article 7 (vesting). In this regard, any distributions made to a Highly Compensation Employee to correct Excess ADP Deferrals for a Plan Year shall be made in the following order: |
(1) | First on a pro-rata basis from his unmatched Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year; |
(2) | Then, on a pro-rata basis from his matched Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year; and |
(3) | Then from his Elective Profit Sharing Contributions for the Plan Year. |
12.06 | Average Actual Contribution Percentage . |
(a) | The Average Actual Contribution Percentage for Highly Compensated Employees for each Plan Year and the Average Actual Contribution Percentage for Non-Highly Compensated Employees for the preceding Plan Year must satisfy one of the following tests: |
(1) | The Average Actual Contribution Percentage for Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Contribution Percentage for the preceding Plan Year for Participants who were Non-Highly Compensated Employees for such Plan Year multiplied by 1.25; or |
(2) | The excess of the Average Actual Contribution Percentage for Participants who are Highly Compensated Employees for the Plan Year over the Average Actual Contribution Percentage for the preceding Plan Year for Participants who were Non-Highly Compensated Employees for such Plan Year is not more than two percentage points, and the Average Actual Contribution Percentage for Participants who are Highly Compensated Employees for the Plan Year is not more than the Average Actual Contribution Percentage for the preceding Plan Year for Participants who were Non-Highly Compensated Employees for such Plan Year multiplied by two. |
(b) | If at the end of the Plan Year, the Plan does not comply with the provisions of Section 12.06(a), the Employer may do any or all of the following in order to comply with such provision as applicable (except as otherwise provided in the Code or in Treasury Regulations): |
(1) | Aggregate Qualified Elective Deferrals with the Employer Matching Contributions or, for Plan Years beginning prior to April 1, 2001, Voluntary After-Tax Contributions of Non-Highly Compensated Employees as provided in Section 12.01 (definition of ACP). |
(2) | Distribute vested Employer Matching Contributions to certain Highly Compensated Employees as provided in Section 12.08. |
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(3) | Make a Qualified Non-Elective Contribution on behalf of any or all of the Non-Highly Compensated Employees and aggregate such contributions with the Non-Highly Compensated Employees Employer Matching Contributions as provided in Section 12.01 (definition of ACP). |
(4) | Forfeit non-vested Employer Matching Contributions of certain Highly Compensated Employees as provided in Section 12.09. |
12.07 | Special Rules For Determining Average Actual Contribution Percentages . |
(a) | The Actual Contribution Percentage for any Highly Compensated Employee for the Plan Year who is eligible to have Employer Matching Contributions allocated to his account under two or more arrangements described in Sections 401(a) or 401(m) of the Code that are maintained by the Employer shall be determined as if such contributions were made under a single arrangement. |
(b) | If two or more plans maintained by the Employer are treated as one plan for purposes of the nondiscrimination requirements of Code Section 401(a)(4) or the coverage requirements of Code Section 410(b) (other than for purposes of the average benefits test), all Employer Matching Contributions that are made pursuant to those plans shall be treated as having been made pursuant to one plan. |
(c) | The determination and treatment of the Actual Contribution Percentage of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. |
12.08 | Distribution of Employer Matching Contributions . |
(a) | Employer Matching Contributions exceeding the limitations of Section 12.06(a) (Excess ACP Contributions) and any income or loss allocable to such Excess ACP Contribution may be designated by the Committee as Excess ACP Contributions and may be distributed in the Plan Year following the Plan Year in which the Excess ACP Contributions arose to those Highly Compensated Employees whose Accounts were credited with the largest amounts of Employer Matching Contributions during the preceding Plan Year. The amount of Excess ACP Contributions to be distributed to a Highly Compensated Employee shall be determined using the procedure described in Section 12.05(a). |
(b) | To the extent administratively possible, the Committee shall distribute all Excess ACP Contributions and any income or loss allocable thereto prior to 2 1 / 2 months following the end of the Plan Year in which the Excess ACP Contributions arose. In any event, however, the Excess ACP Contributions and any income or loss allocable thereto shall be distributed prior to the end of the Plan Year following the Plan Year in which the Excess ACP Contributions arose. The distribution of the Excess ACP Contributions shall be adjusted for income or loss during the Plan Year only, and not for the period between the end of the Plan Year and the date of the distribution. |
(c) | The income or loss allocable to Excess ACP Contributions shall be determined by multiplying the income or loss allocable to the Participants Account for the Plan Year in which the Excess ACP Contribution arose by a fraction. The numerator of the fraction is |
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the Excess ACP Contributions. The denominator of the fraction is the value of the Participants Account on the last day of the Plan Year reduced by any income allocated to the Participants Account by such Plan Year and increased by any loss allocated to the Participants Account for the Plan Year. The income or loss allocable to Excess ACP Contributions may be calculated using any reasonable method for computing such income or loss, provided the method does not discriminate in favor of Highly Compensated Employees, is used consistently for all participants and for all corrective distributions under the Plan for the Plan Year, and is used by the Plan for allocating income to Participants Accounts. |
(d) | Amounts distributed to Highly Compensated Employees under this Section 12.08 shall be treated as annual additions with respect to the Employee who received such amount. |
(e) | No unvested Employer Matching Contributions shall be distributed pursuant to this Section 12.08. Such amounts may, however, be forfeited pursuant to Section 12.09. |
12.09 | Forfeiture of Excess ACP Contributions . |
(a) | A nonvested Employer Matching Contribution and any income or loss allocable to such nonvested Employer Matching Contribution for the Plan Year may be forfeited and used to reduce an Excess ACP Contribution. Such forfeited Employer Matching Contribution shall be allocated as a forfeiture in accordance with Section 5.06. |
(b) | The amount of any Employer Matching Contribution to be forfeited by a particular Highly Compensated Employee shall be determined pursuant to the procedure described in Section 12.05(a). |
(c) | The income or loss allocable to Excess ACP Contributions shall be determined pursuant to the formula described in Section 12.08(c). |
(d) | Amounts forfeited by Highly Compensated Employees under this Section shall be treated as Annual Additions with respect to the Participant who forfeited such amount and with respect to any Participant to whose account the forfeiture was allocated. |
(e) | Vested Employer Matching Contributions may not be forfeited to correct an Excess ACP Contribution. |
12.10 | Order of Applying Certain Sections of Article . | |
In applying the provisions of this Article 12, the determination and distribution of Excess Deferrals shall be made first, the determination and elimination of Excess ADP Deferrals shall be made second and the determination and elimination of Excess ACP Contributions shall be made last. |
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13.01 | In General . | |
For the purposes of this Plan, the term Highly Compensated Employee is any active Employee described in Section 13.02 below and any Former Employee described in Section 13.03 below. Various definitions used in this Article are contained in Section 13.04. A Non-Highly Compensated Employee is an Employee who is not a Highly Compensated Employee. | ||
13.02 | Highly Compensated Employees . | |
An Employee is a Highly Compensated Employee if the Employee: |
(1) | is a 5 Percent Owner at any time during the Determination Year or the year preceding the Determination Year; or |
(2) | during the year preceding the Determination Year, receives Compensation in excess of $105,000 (as adjusted for increases in the cost of living as provided in Section 414(q)(1) of the Code). |
13.03 | Former Highly Compensated Employee . | |
A Former Employee is a Highly Compensated Employee if (applying the rules of Section 13.02) the Former Employee was a Highly Compensated Employee during a Separation Year or during any Determination Year ending on or after the Former Employees 55th birthday. | ||
13.04 | Definitions . | |
The following special definitions shall apply to this Article 13: | ||
Determination Year shall mean the Plan Year for which an individuals status as a Highly Compensated Employee is determined. | ||
5 Percent Owner shall mean any Employee who owns or is deemed to own (within the meaning of Code Section 318), more than five percent of the value of the outstanding stock of the Employer or stock possessing more than five percent of the total combined voting power of the Employer. | ||
Former Employee shall mean an Employee (i) who has incurred a Termination of Employment or (ii) who remains employed by the Employer but who has not performed services for the Employer during the Determination Year (e.g., an Employee on Authorized Leave of Absence). | ||
Separation Year shall mean any of the following years: |
(1) | An Employee who incurs a Termination of Employment shall have a Separation Year in the Determination Year in which such Termination of Employment occurs; |
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(2) | An Employee who remains employed by the Employer but who temporarily ceases to perform services for the Employer (e.g., an Employee on Authorized Leave of Absence) shall have a Separation Year in the calendar year in which he last performs services for the Employer; |
(3) | An Employee who remains employed by the Employer but whose Compensation for a calendar year is less than 50% of the Employees average annual Compensation for the immediately preceding three calendar years (or the Employees total years of employment, if less) shall have a Separation Year in such calendar year. However, such Separation Year shall be ignored if the Employee remains employed by the Employer and the Employees Compensation returns to a level comparable to the Employees Compensation immediately prior to such Separation Year. |
13.05 | Other Methods Permissible . | |
To the extent permitted by the Code, judicial decisions, Treasury Regulations and IRS pronouncements, the Committee may (without further amendment to this Plan) take such other steps and actions or adopt such other methods or procedures (in addition to those methods and procedures described in this Article 13) to determine and identify Highly Compensated Employees (including adopting alternative definitions of Compensation that satisfy Code Section 414(q)(7) and are uniformly applied). |
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14.01 | General Rule . |
(a) | Except to the extent permitted by Section 4.01(d) of the Plan and Section 414(v) of the Code, if applicable, the Annual Addition that may be contributed or allocated to a Participants Account under the Plan for any Limitation Year shall not exceed the lesser of: |
(i) | $49,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code, or |
(ii) | 100 percent (100%) of the Participants Compensation for the Limitation Year. The compensation limit referred to in this paragraph (ii) shall not apply to any contribution for medical benefits after separation from service (within the meaning of 401(h) or Section 419A(f)(2) of the Code that is otherwise treated as an Annual Addition. |
(b) | The Employer hereby elects that the Limitation Year for purposes of Code Section 415 shall be the Plan Year. |
(c) | If the amount to be allocated to a Participants Account exceeds the maximum permissible amount (and for this purpose Employer Contributions shall be deemed to be allocated after Employee Contributions), the excess will be disposed of as follows. First, if the Participants Annual Additions exceed the maximum permissible amount as a result of (i) a reasonable error in estimating the Participants Compensation, (ii) a reasonable error in estimating the amount of Employee Contributions that the Participant could make under Code Section 415, (iii) the allocation of forfeitures or (iv) other facts and circumstances that the Internal Revenue Service finds justifiable, the Committee may direct the Trustee to return to the Participant his Employee Contributions (and any income allocable to such Employee Contributions) for such Plan Year to the extent necessary to reduce the excess amount. Such returned Employee Contributions shall be ignored in performing the discrimination tests of Article 12. Second, any excess Annual Additions still remaining after the return of Employee Contributions shall be reallocated as determined by the Committee among the Participants whose accounts have not exceeded the limit in the same proportion that the Compensation of each such Participant bears to the Compensation of all such Participants. If such reallocation would result in an addition to another Participants Account which exceeds the permitted limit, that excess shall likewise be reallocated among the Participants whose Accounts do not exceed the limit. However, if the allocation or reallocation of the excess amounts pursuant to these provisions causes the limitations of Section 415 of the Code to be exceeded with respect to each Participant for the Limitation Year, then any such excess shall be held unallocated in a 415 Suspense Account. If the 415 Suspense Account is in existence at any time during a Limitation Year, other than the Limitation Year described in the preceding sentence, all amounts in the 415 Suspense Account shall be allocated and reallocated to Participants Accounts (subject to the limitations of Code Section 415) before any Contributions that would constitute Annual Additions may be made to the |
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Plan for that Limitation Year. Notwithstanding the foregoing, the provisions of this Section 14.01(c) shall not apply during any Limitation Year beginning on or after January 1, 2008. |
(d) | If the Participant is covered under another qualified defined contribution plan maintained by the Employer during any Limitation Year, the Annual Additions that may be credited to a Participants Account under this Plan for any such Limitation Year shall not exceed the maximum permissible amount described above reduced by the Annual Additions credited to the Participants accounts under all such other plans for the same Limitation Year. If a Participants Annual Additions under this Plan and such other plans would result in an excess amount for a Limitation Year, the excess amount will be deemed to consist of the Annual Additions last allocated (and for this purpose, Employer Contributions shall be deemed to be allocated after Employee Contributions). If an excess amount is allocated to a Participant on an allocation date of this Plan that coincides with an allocation date of another plan, the excess amount attributed to this Plan will be the product of |
(i) | the total excess amount as of such date, times |
(ii) | the ratio of (A) the Annual Additions allocated to the Participant for the Limitation Year as of such date under this Plan to (B) the total Annual Additions allocated to the Participant for the Limitation Year as of such date under this and all the other qualified defined contribution plans maintained by the Employer. |
14.02 | Definitions . | |
For the purposes of this Article 14, the following definitions shall apply: |
Annual Addition shall mean the sum of: |
(1) | Employer Contributions; |
(2) | Salary Savings Contributions, Roth 401(k) Contributions and Elective Profit Sharing Contributions; |
(3) | Forfeitures; and |
(4) | Amounts described in Code Sections 415( l )(1) and 419A(d)(2). |
Annual Additions shall not include any amounts credited to the Participants Account resulting from Catch-Up Contributions or Rollover Contributions. |
Affiliates shall have that meaning contained in Article 2 except that for purposes of determining who is an Affiliate, the phrase more than 50 percent shall be substituted for the phrase at least 80 percent each place it appears in Code Section 1563(a)(1). |
Compensation for purposes of this Article 14 shall mean the gross annual earnings required to be reported on a Participants Form W-2 (box 1) under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation shall also include Salary Savings Contributions, Elective Profit Sharing Contributions, Non-elective Contributions, salary reduction contributions to any Section 125 Plan |
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maintained by the Employer, and amounts applied at the election of the Participant to purchase benefits under an arrangement described in Code Section 132(f). |
For Limitation Years beginning on or after January 1, 2008, except as otherwise provided below, the term Compensation for purposes of this Article 14 shall not include any amounts paid by the Company or an Affiliate to an Employee after such Employee severs employment with the Company and the Affiliates. However, such Compensation shall include regular compensation for services during the Employees regular working hours, or compensation for services outside the Employees regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, that are paid after the Employee severs employment with the Company and the Affiliates, provided that (i) the amounts are paid by the later of 2 1 / 2 months after such severance from employment or the end of the limitation year that includes the date of the severance from employment, and (ii) those amounts would have been included as Compensation for purposes of this Article 14 if they were paid prior to the Employees severance from employment. |
Other post-severance payments (such as severance pay, parachute payments within the meaning of Code Section 280G(b)(2), or post-severance payments under a nonqualified unfunded deferred compensation plan that would not had been paid if the Employee had continued in employment) are not included in this definition of Compensation even if such amounts are paid within the time period described in the preceding paragraph. |
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15.01 | General . |
The provisions of this Article of the Plan shall become effective in any Plan Year in which the Plan is determined to be Top Heavy and shall supersede any conflicting provision of this Plan. |
15.02 | Definitions . |
(a) | Top Heavy . The Plan shall be Top Heavy for the Plan Year if, as of the Valuation Date that coincides with or immediately precedes the Determination Date, the value of the Accounts of Key Employees exceeds 60% of the value of the Accounts of all Participants. | ||
If the Employer maintains more than one plan, all plans in which any Key Employee participates and all plans that enable this Plan to satisfy the nondiscrimination requirements of Section 401(a)(4) or 410 of the Code must be combined with this Plan (a Required Aggregation Group) for the purposes of applying the 60% test described above. Plans maintained by the Employer that are not in the Required Aggregation Group may be combined, at the Employers election, with this Plan for the purposes of determining Top Heavy status if the combined group (the Permissive Aggregation Group) satisfies the requirements of Sections 401(a)(4) and 410 of the Code. | |||
In determining the value of the Participants Accounts, all distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the one-year period ending on the Determination Date shall be included and any unallocated Employer Contributions or forfeitures attributable to the Plan Year in which the Determination Date falls shall also be included. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death or disability, this provision shall be applied by substituting five-year period for one-year period. The Account of (i) any Employee who at one time was a Key Employee but who is not a Key Employee for any of the five Plan Years ending on the Determination Date, and (ii) any Employee who has not performed services for the Employer or a related employer maintaining a plan in the aggregation group for the one-year period ending on the Determination Date, shall be disregarded in determining Top Heavy status. | |||
If the Employer maintains a defined benefit plan during the Plan Year that is subject to aggregation with this Plan, the 60% test shall be applied after calculating the present value of the Participants accrued benefits under the defined benefit plan in accordance with the rules set forth in that plan and combining the present value of such accrued benefits with the Participants Account balances under this Plan. | |||
Solely for the purpose of determining if the Plan, or any other plan included in the Required Aggregation Group, is Top-Heavy, a Non-Key Employees accrued benefit in a |
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defined benefit plan shall be determined under (i) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Employer, or (ii) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Code Section 411(b)(1)(C). |
(b) | Key Employee . Any employee or former employee (including any deceased employee) of the Employer who, at any time during the Plan Year that includes the Determination Date, was an officer of the Employer having annual compensation greater than $150,000 (as adjusted under section 416(i)(1) of the Code), a 5-percent owner or the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee shall be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder. |
(c) | Determination Date . The last day of the Plan Year immediately preceding the Plan Year for which Top Heavy status is determined. For the first Plan Year, the Determination Date shall be the last day of the first Plan Year. |
(d) | Non-Key Employee . Any Employee who is not a Key Employee. |
15.03 | Minimum Benefit . |
(a) | Except as provided below, the Employer Contributions allocated on behalf of any Non-Key Employee who is employed by the Employer on the last day of the Top Heavy Plan Year shall not be less than the lesser of (i) 3% of such Non-Key Employees Compensation or (ii) the largest percentage of Employer Contributions, Salary Savings Contributions and Elective Profit Sharing Contributions, as a percentage of the Key Employees Compensation, allocated on behalf of any Key Employee for such Plan Year. Salary Savings Contributions and Elective Profit Sharing Contributions allocated to the Accounts of Non-Key Employees shall not be considered in determining whether a Non-Key Employee has received the minimum contribution required by this Section 15.03, but Employer Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) and the Plan. |
(b) | The minimum allocation is determined without regard to any Social Security contribution and shall be made even though, under other Plan provisions, the Non-Key Employee would have received a lesser allocation or no allocation for the Plan Year because of the Non-Key Employees failure to complete 1,000 Hours of Service, his failure to make mandatory employee contributions, or his earning compensation less than a stated amount. |
(c) | If the Employer maintains a defined benefit plan in addition to this Plan, the minimum contribution and benefit requirements for both plans in a Top Heavy Plan Year may be satisfied by an allocation of Employer Contributions to the Account of each Non-Key Employee in the amount of 5% of the Non-Key Employees compensation. |
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16.01 | Headings . | |
The headings and sub-headings in this Plan have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. | ||
16.02 | Action by Employer . | |
Any action by an Employer under this Plan shall be by resolution of its Board of Directors, or by any person or persons duly authorized by resolution of said Board to take such action. | ||
16.03 | Spendthrift Clause . | |
Except as otherwise required by a qualified domestic relations order as defined in Code Section 414(p) or by any judgment, order, decree and/or settlement agreement (as defined in Code Section 401(a)(13)(C)) entered on or after August 5, 1997, none of the benefits, payments, proceeds or distributions under this Plan shall be subject to the claim of any creditor of any Participant or Beneficiary, or to any legal process by any creditor of such Participant or Beneficiary, and none of them shall have any right to alienate, commute, anticipate or assign any of the benefits, payments, proceeds or distributions under this Plan except for the extent expressly provided herein to the contrary. | ||
16.04 | Distributions Upon Plan Termination . | |
Subject to Article 12, Salary Savings Contributions and Elective Profit Sharing Contributions, and any income attributable thereto, shall be distributed to the Participants or their Beneficiaries in the form of lump sum distributions as soon as administratively feasible after the termination of the Plan, provided that neither the Company nor its Affiliates establish or maintain an alternative defined contribution plan. For this purpose, the definition of the term alternative defined contribution plan shall be governed by Treasury Regulation Section 1.401(k)-1(d)(4)(i) or any successor Treasury Regulation thereto. | ||
16.05 | Discrimination . | |
The Employer, the Committee, the Trustee and all other persons involved in the administration and operation of the Plan shall administer and operate the Plan and Trust in a uniform and consistent manner with respect to all Participants similarly situated and shall not permit discrimination in favor of Highly Compensated Employees. | ||
16.06 | Release . | |
Any payment to a Participant or Beneficiary, or to their legal representatives, in accordance with the provisions of this Plan, shall to the extent thereof be in full satisfaction of all claims hereunder against the Trustee, Committee, Committee and the Employer, any of whom may require such Participant, Beneficiary, or legal representative, as a condition precedent to such payment, to |
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execute a receipt and release therefor in such form as shall be determined by the Trustee, the Committee, or the Employer, as the case may be. |
16.07 | Compliance with Applicable Laws . | |
The Company, through the Committee, shall interpret and administer the Plan in such manner that the Plan and Trust shall remain in compliance with the Code, with ERISA, and all other applicable laws, regulations, and rulings. | ||
16.08 | Merger . | |
In the event of any merger or consolidation of the Plan with any other Plan, or the transfer of assets or liabilities by the Plan to another Plan, each Participant must receive (assuming that the Plan would terminate) the benefit immediately after the merger, consolidation, or transfer that is equal to or greater than the benefit such Participant would have been entitled to receive immediately before the merger, consolidation, or transfer (assuming that the Plan had then terminated), provided such merger, consolidation, or transfer took place after the date of enactment of ERISA. | ||
16.09 | Governing Law . | |
The Plan and Trust shall be governed by the laws of the State of Florida to the extent that such laws are not preempted by Federal law. | ||
16.10 | Legally Incompetent . | |
If any Participant, former Employee or Beneficiary is a minor or, in the judgment of the Committee is otherwise legally incapable of personally receiving and giving a valid receipt for any payment due him hereunder, the Committee may, unless and until a claim shall have been made by a duly appointed guardian or committee of such person, direct that such payment or any part thereof be made to such persons Spouse, child, parent, brother, sister, or such other person deemed by the Committee to have incurred expense for or assumed responsibility for the expense of such person. Such payment shall fully discharge the Trustee, Employer, Committee and Committee from further liability on account thereof. | ||
16.11 | Location of Participant or Beneficiary Unknown . | |
In the event that all or any portion of the distribution payable to a Participant or his Beneficiary shall remain unpaid solely by reason of the Committees inability to ascertain the whereabouts of such Participant or Beneficiary, the amount unpaid shall be forfeited. However, such forfeiture shall not occur until five (5) years after the amount first became payable. The Committee shall make a diligent effort to locate the Participant or Beneficiary including the mailing of a registered letter, return receipt requested, to the last known address of such Participant or Beneficiary. In the event a Participant or Beneficiary is located subsequent to his benefit being forfeited, such benefit shall be restored and distributed. | ||
16.12 | Protected Benefits . | |
Early retirement benefits, retirement-type subsidies, or optional forms of benefits protected under Code Section 411(d)(6) shall not be reduced or eliminated with respect to such benefits that have |
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already accrued unless such reduction or elimination is permitted under the Code authority issued by the Internal Revenue Service, or judicial authority. | ||
16.13 | Qualified Military Service . |
Notwithstanding any provision of this Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Internal Revenue Code. |
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COMPANY: | ||||||||
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SEACOAST NATIONAL BANK | ||||||||
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By: |
/s/ Dennis S. Hudson, III
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Title: |
Chairman & Chief Executive Officer
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Attest:
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Date: | July 21, 2009 | ||||||
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/s/ Sharon Mehl
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I. | Employees of the Port St. Lucie National Bank and The Spirit Mortgage Corporation . |
Immediate Eligibility . Persons employed at Port St. Lucie National Bank and The Spirit Mortgage Corporation who become Eligible Employees of the Employer on July 1, 1997 shall be eligible to participate in this Plan on July 1, 1997. |
Past Service Credit . Each Employee of Port St. Lucie National Bank and The Spirit Mortgage Corporation shall be credited with Vesting Service and Eligibility Service under the Plan equal to such Employees Years of Service under the Port St. Lucie National Bank Retirement Savings Plan as of May 31, 1997. |
II. | Employees of the Walmart Branch of Bank Atlantic in Fort Pierce, Florida . |
Immediate Eligibility . Persons employed at the Walmart Branch of Bank Atlantic in Fort Pierce, Florida (Bank Atlantic) who become Eligible Employees of the Employer on June 25, 2001, shall be eligible to participate in this Plan as soon as administratively feasible on or after June 25, 2001. |
Past Service Credit for Vesting . Employment with Bank Atlantic or any other corporation or business entity controlled by Bank Atlantic prior to June 25, 2001 shall be considered employment with the Employer for purposes of satisfying the vesting requirements of Section 7.04(c). |
III. | Employees of the Vero Beach Branch of Bank Atlantic in Vero Beach, Florida . |
Immediate Eligibility . Persons employed at the Vero Beach Branch of Bank Atlantic in Vero Beach, Florida (Vero Beach Branch Bank Atlantic) who become Eligible Employees of the Employer on January 24, 2005, shall be eligible to participate in this Plan as soon as administratively feasible on or after January 24, 2005. |
Past Service Credit for Vesting . Employment with Vero Beach Branch Bank Atlantic or any other corporation or business entity controlled by Vero Beach Branch Bank Atlantic prior to January 24, 2005 shall be considered employment with the Employer for purposes of satisfying the vesting requirements of Section 7.04(c). |
IV. | Employees of Century National Bank . |
Immediate Eligibility . Persons employed by Century National Bank who were eligible to participate in the Century National Bank 401(k) Retirement Plan on April 1, 2005 shall be eligible to participate in this Plan as soon as administratively feasible on or after April 31, 2005. |
Past Service Credit for Eligibility . Employment with Century National Bank or any other corporation of business entity controlled by Century National Bank prior to May 1, 2005 shall be considered employment with the Employer for purposes of satisfying the eligibility requirements of Section 3.01(b) |
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Past Service Credit for Vesting . Employment with Century National Bank or any other corporation or business entity controlled by Century National Bank prior to May 1, 2005 shall be considered employment with the Employer for purposes of satisfying the vesting requirements of Section 7.04(c). |
Profit Sharing Contribution . Notwithstanding Section 5.02(c) of the Plan, Eligible Compensation for persons employed by Century Bank on May 1, 2005 will include base wages (including commissions, but excluding overtime, bonuses and incentives) received from Century Bank during 2005. |
V. | Employees of Big Lake National Bank . |
Immediate Eligibility . Persons employed by Big Lake National Bank (Big Lake) on December 31, 2005 who were eligible to participate in the 401(k) Plan maintained by Big Lake National Bank on January 1, 2006 shall be eligible to participate in this Plan as soon as administratively feasible on or after April 1, 2006. Notwithstanding the foregoing, persons employed by Big Lake or any other corporation or business entity controlled by Big Lake prior to March 31, 2006 and classified by Big Lake as temporary employees are not eligible to participate in the Plan. |
Past Service Credit for Eligibility . Employment with Big Lake or any other corporation or business entity controlled by Big Lake prior to March 31, 2006 shall be considered employment with the Employer for purposes of satisfying the eligibility requirements of Section 3.01(b). |
Past Service Credit for Vesting . Employment with Big Lake or any other corporation or business entity controlled by Big Lake prior to March 31, 2006 shall be considered employment with the Employer for purposes of satisfying the vesting requirements of Section 7.04(c). |
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2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(Dollars in thousands, except per share data) | ||||||||||||||||||||
FOR THE YEAR
|
||||||||||||||||||||
Net interest income
|
$ | 66,212 | $ | 73,589 | $ | 77,231 | $ | 84,469 | $ | 89,040 | ||||||||||
Provision for loan losses
|
31,680 | 124,767 | 88,634 | 12,745 | 3,285 | |||||||||||||||
Noninterest income:
|
||||||||||||||||||||
Securities gains (losses)
|
3,687 | 5,399 | 355 | (5,048 | ) | (157 | ) | |||||||||||||
Other
|
19,245 | 19,015 | 22,241 | 24,964 | 24,260 | |||||||||||||||
Noninterest expenses
|
90,667 | 131,747 | 78,890 | 77,477 | 73,045 | |||||||||||||||
Income (loss) before income taxes
|
(33,203 | ) | (158,511 | ) | (67,697 | ) | 14,163 | 36,813 | ||||||||||||
Provision (benefit) for income taxes
|
0 | (11,825 | ) | (22,100 | ) | 4,398 | 12,959 | |||||||||||||
Net income (loss)
|
(33,203 | ) | (146,686 | ) | (45,597 | ) | 9,765 | 23,854 | ||||||||||||
Per Share Data
|
||||||||||||||||||||
Net income (loss) available to common shareholders:
|
||||||||||||||||||||
Diluted
|
(0.48 | ) | (4.74 | ) | (2.41 | ) | 0.51 | 1.28 | ||||||||||||
Basic
|
(0.48 | ) | (4.74 | ) | (2.41 | ) | 0.52 | 1.30 | ||||||||||||
Cash dividends declared
|
0.00 | 0.01 | 0.34 | 0.64 | 0.61 | |||||||||||||||
Book value per share common
|
1.28 | 1.82 | 8.98 | 11.22 | 11.20 | |||||||||||||||
Dividends to net income
|
n/m | (1) | n/m | (1) | n/m | (1) | 124.80 | % | 47.10 | % | ||||||||||
AT YEAR END
|
||||||||||||||||||||
Assets
|
$ | 2,016,381 | $ | 2,151,315 | $ | 2,314,436 | $ | 2,419,874 | $ | 2,389,435 | ||||||||||
Securities
|
462,001 | 410,735 | 345,901 | 300,729 | 443,941 | |||||||||||||||
Net loans
|
1,202,864 | 1,352,311 | 1,647,340 | 1,876,487 | 1,718,196 | |||||||||||||||
Deposits
|
1,637,228 | 1,779,434 | 1,810,441 | 1,987,333 | 1,891,018 | |||||||||||||||
Shareholders equity
|
166,299 | 151,935 | 216,001 | 214,381 | 212,425 | |||||||||||||||
Performance ratios:
|
||||||||||||||||||||
Return on average assets
|
(1.60 | )% | (6.58 | )% | (1.97 | )% | 0.42 | % | 1.03 | % | ||||||||||
Return on average equity
|
(19.30 | ) | (73.79 | ) | (22.25 | ) | 4.46 | 12.06 | ||||||||||||
Net interest margin(2)
|
3.37 | 3.55 | 3.58 | 3.92 | 4.15 | |||||||||||||||
Average equity to average assets
|
8.27 | 8.92 | 8.87 | 9.41 | 8.55 |
(1) | Not meaningful | |
(2) | On a fully taxable equivalent basis |
Item 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
1
2
3
| the allowance and the provision for loan losses; | |
| the fair value and other than temporary impairment of securities; | |
| realization of deferred tax assets; and | |
| contingent liabilities. |
4
2010
|
||||||||||||||||||||||||||||||||
2009 | 2010 | Nonperforming | ||||||||||||||||||||||||||||||
4th Qtr | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | 4th Qtr | No. | ||||||||||||||||||||||||||
(Dollars in Millions) | ||||||||||||||||||||||||||||||||
Residential Construction and Land Development
|
||||||||||||||||||||||||||||||||
Condominiums
|
>$ | 4 mil | $ | | $ | | $ | | $ | | $ | | $ | | | |||||||||||||||||
<$ | 4 mil | 6.1 | 0.9 | 0.9 | 0.9 | 0.9 | 0.9 | 1 | ||||||||||||||||||||||||
Town homes
|
>$ | 4 mil | | | | | | | | |||||||||||||||||||||||
<$ | 4 mil | | | | | | | | ||||||||||||||||||||||||
Single Family Residences
|
>$ | 4 mil | | | | | | | | |||||||||||||||||||||||
<$ | 4 mil | 4.1 | 3.9 | 3.6 | 3.8 | | | | ||||||||||||||||||||||||
Single Family Land & Lots
|
>$ | 4 mil | 5.9 | 5.9 | 5.9 | | | | | |||||||||||||||||||||||
<$ | 4 mil | 16.6 | 15.7 | 9.6 | 10.3 | 7.0 | 0.2 | 4 | ||||||||||||||||||||||||
Multifamily
|
>$ | 4 mil | 6.6 | 6.6 | 4.3 | | | | | |||||||||||||||||||||||
<$ | 4 mil | 8.3 | 8.1 | 8.2 | 6.3 | 6.1 | 1.1 | 2 | ||||||||||||||||||||||||
TOTAL
|
>$ | 4 mil | 12.5 | 12.5 | 10.2 | | | | | |||||||||||||||||||||||
TOTAL
|
<$ | 4 mil | 35.1 | 28.6 | 22.3 | 21.3 | 14.0 | 2.2 | 7 | |||||||||||||||||||||||
GRAND TOTAL
|
$ | 47.6 | $ | 41.1 | $ | 32.5 | $ | 21.3 | $ | 14.0 | $ | 2.2 | 7 | |||||||||||||||||||
5
6
7
8
New Nonperforming Loans
|
2010 | 2009 | ||||||
First Quarter
|
$ | 11,895 | $ | 37,170 | ||||
Second Quarter
|
22,560 | 46,303 | ||||||
Third Quarter
|
8,151 | 75,295 | ||||||
Fourth Quarter
|
9,990 | 36,196 |
Nonaccrual Loans |
Accruing
|
|||||||||||||||
Non-
|
Restructured
|
|||||||||||||||
December 31, 2010
|
Current | Performing | Total | Loans | ||||||||||||
(In thousands) | ||||||||||||||||
Construction & land development
|
||||||||||||||||
Residential
|
$ | 2,044 | $ | 145 | $ | 2,189 | $ | 2,458 | ||||||||
Commercial
|
23,060 | 7 | 23,067 | 486 | ||||||||||||
Individuals
|
3,142 | 831 | 3,973 | 1,078 | ||||||||||||
28,246 | 983 | 29,229 | 4,022 | |||||||||||||
Residential real estate mortgages
|
9,889 | 4,921 | 14,810 | 21,808 | ||||||||||||
Commercial real estate mortgages
|
8,027 | 11,074 | 19,101 | 39,686 | ||||||||||||
Real estate loans
|
46,162 | 16,978 | 63,140 | 65,516 | ||||||||||||
Commercial and financial
|
| 4,607 | 4,607 | 103 | ||||||||||||
Consumer
|
68 | 469 | 537 | 731 | ||||||||||||
$ | 46,230 | $ | 22,054 | $ | 68,284 | $ | 66,350 | |||||||||
9
2010 | 2009 | |||||||||||||||
Number | Amount | Number | Amount | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Rate reduction
|
83 | $ | 25,476 | 51 | $ | 16,854 | ||||||||||
Maturity extended with change in terms
|
120 | 51,782 | 114 | 76,238 | ||||||||||||
Forgiveness of principal
|
2 | 2,529 | 2 | 2,688 | ||||||||||||
Payment structure changed to allow for interest only payments
|
2 | 1,253 | ||||||||||||||
Not elsewhere classified
|
12 | 6,806 | 1 | 275 | ||||||||||||
219 | $ | 87,846 | 168 | $ | 96,055 | |||||||||||
10
11
12
Net Interest
|
Net Interest
|
|||||||
Income
|
Margin
|
|||||||
(Tax Equivalent) | (Tax Equivalent) | |||||||
(Dollars in thousands) | ||||||||
Fourth quarter 2009
|
$ | 17,518 | 3.37 | |||||
First quarter 2010
|
17,288 | 3.48 | ||||||
Second quarter 2010
|
16,286 | 3.27 | ||||||
Third quarter 2010
|
16,532 | 3.35 | ||||||
Fourth quarter 2010
|
16,379 | 3.42 |
Total
|
Fourth
|
Third
|
Second
|
First
|
Total
|
Fourth
|
||||||||||||||||||||||
Year | Quarter | Quarter | Quarter | Quarter | Year | Quarter | ||||||||||||||||||||||
2010 | 2010 | 2010 | 2010 | 2010 | 2009 | 2009 | ||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
Non-taxable interest income
|
$ | 533 | $ | 112 | $ | 138 | $ | 135 | $ | 148 | $ | 524 | $ | 145 | ||||||||||||||
Tax Rate
|
35 | % | 35 | % | 35 | % | 35 | % | 35 | % | 35 | % | 35 | % | ||||||||||||||
Net interest income (TE)
|
$ | 66,485 | $ | 16,379 | $ | 16,532 | $ | 16,286 | $ | 17,288 | $ | 73,847 | $ | 17,518 | ||||||||||||||
Total net interest income (not TE)
|
66,212 | 16,321 | 16,461 | 16,217 | 17,213 | 73,589 | 17,444 | |||||||||||||||||||||
Net interest margin (TE)
|
3.37 | % | 3.42 | % | 3.35 | % | 3.27 | % | 3.48 | % | 3.55 | % | 3.37 | % | ||||||||||||||
Net interest margin (not TE)
|
3.35 | 3.41 | 3.33 | 3.25 | 3.46 | 3.54 | 3.35 |
13
4th
|
3rd
|
2nd
|
1st
|
4th
|
||||||||||||||||
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||||||
2010 | 2010 | 2010 | 2010 | 2009 | ||||||||||||||||
Yield
|
4.24 | % | 4.23 | % | 4.22 | % | 4.52 | % | 4.51 | % |
14
4th
|
3rd
|
2nd
|
1st
|
4th
|
||||||||||||||||
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||||||
2010 | 2010 | 2010 | 2010 | 2009 | ||||||||||||||||
Rate
|
1.01 | % | 1.09 | % | 1.17 | % | 1.25 | % | 1.38 | % |
15
16
17
18
19
20
21
22
23
December 31, 2010 | ||||||||||||||||||||
Over Three
|
||||||||||||||||||||
Over One
|
Years
|
|||||||||||||||||||
One Year
|
Year Through
|
Through
|
Over Five
|
|||||||||||||||||
Total | or Less | Three Years | Five Years | Years | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Deposit maturities
|
$ | 1,637,228 | $ | 1,472,418 | $ | 142,131 | $ | 22,672 | $ | 7 | ||||||||||
Short-term borrowings
|
98,213 | 98,213 | | | | |||||||||||||||
Borrowed funds
|
50,000 | | | | 50,000 | |||||||||||||||
Subordinated debt
|
53,610 | | | | 53,610 | |||||||||||||||
Operating leases
|
27,260 | 3,705 | 5,602 | 4,499 | 13,454 | |||||||||||||||
$ | 1,866,311 | $ | 1,574,336 | $ | 147,733 | $ | 27,171 | $ | 117,071 | |||||||||||
24
| derivates, intended to manage exposure to interest rate risk; and | |
| commitments to extend credit and standby letters of credit, intended to facilitate customers funding needs or risk management objectives. |
25
26
27
28
29
December 31 | ||||||||||||||||||||||||
2010 | 2009 | |||||||||||||||||||||||
Funded | Unfunded | Total | Funded | Unfunded | Total | |||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
Construction and land development*
|
||||||||||||||||||||||||
Residential:
|
||||||||||||||||||||||||
Condominiums
|
$ | 0.9 | $ | | $ | 0.9 | $ | 6.1 | $ | | $ | 6.1 | ||||||||||||
Town homes
|
| | | | | | ||||||||||||||||||
Single Family Residences
|
| | | 4.1 | 1.1 | 5.2 | ||||||||||||||||||
Single Family Land & Lots
|
7.0 | | 7.0 | 22.6 | 0.3 | 22.9 | ||||||||||||||||||
Multifamily
|
6.1 | | 6.1 | 14.8 | | 14.8 | ||||||||||||||||||
14.0 | | 14.0 | 47.6 | 1.4 | 49.0 | |||||||||||||||||||
Commercial:
|
||||||||||||||||||||||||
Office buildings
|
| | | 13.9 | | 13.9 | ||||||||||||||||||
Retail trade
|
| | | 3.9 | | 3.9 | ||||||||||||||||||
Land
|
33.6 | 0.1 | 33.7 | 45.6 | 0.1 | 45.7 | ||||||||||||||||||
Industrial
|
| | | 2.5 | 0.1 | 2.6 | ||||||||||||||||||
Healthcare
|
| | | 4.8 | 1.5 | 6.3 | ||||||||||||||||||
Churches & educational Facilities
|
| | | | | | ||||||||||||||||||
Lodging
|
| | | | | | ||||||||||||||||||
Convenience Stores
|
0.2 | 0.4 | 0.6 | | | | ||||||||||||||||||
Marina
|
| | | 6.8 | | 6.8 | ||||||||||||||||||
Other
|
| | | | | | ||||||||||||||||||
33.8 | 0.5 | 34.3 | 77.5 | 1.7 | 79.2 | |||||||||||||||||||
47.8 | 0.5 | 48.3 | 125.1 | 3.1 | 128.2 | |||||||||||||||||||
Individuals:
|
||||||||||||||||||||||||
Lot loans
|
24.4 | | 24.4 | 29.3 | | 29.3 | ||||||||||||||||||
Construction
|
7.1 | 7.9 | 15.0 | 8.5 | 4.9 | 13.4 | ||||||||||||||||||
31.5 | 7.9 | 39.4 | 37.8 | 4.9 | 42.7 | |||||||||||||||||||
Total
|
$ | 79.3 | $ | 8.4 | $ | 87.7 | $ | 162.9 | $ | 8.0 | $ | 170.9 | ||||||||||||
* | Reassessment of collateral assigned to a particular loan over time may result in amounts being reassigned to a more appropriate loan type representing the loans intended purpose, and for comparison purposes prior period amounts have been restated to reflect the change. |
30
December 31 | ||||||||||||||||||||||||
2010 | 2009 | |||||||||||||||||||||||
Funded | Unfunded | Total | Funded | Unfunded | Total | |||||||||||||||||||
(In millions) | ||||||||||||||||||||||||
Office buildings
|
$ | 122.0 | $ | 0.9 | $ | 122.9 | $ | 132.3 | $ | 1.2 | $ | 133.5 | ||||||||||||
Retail trade
|
151.5 | | 151.5 | 164.6 | | 164.6 | ||||||||||||||||||
Industrial
|
78.0 | 0.1 | 78.1 | 88.4 | 1.7 | 90.1 | ||||||||||||||||||
Healthcare
|
30.0 | 0.5 | 30.5 | 24.7 | | 24.7 | ||||||||||||||||||
Churches and educational facilities
|
28.8 | | 28.8 | 29.6 | | 29.6 | ||||||||||||||||||
Recreation
|
2.9 | | 2.9 | 3.0 | 0.5 | 3.5 | ||||||||||||||||||
Multifamily
|
22.4 | | 22.4 | 29.7 | 0.7 | 30.4 | ||||||||||||||||||
Mobile home parks
|
2.5 | | 2.5 | 5.4 | | 5.4 | ||||||||||||||||||
Lodging
|
21.9 | | 21.9 | 25.5 | | 25.5 | ||||||||||||||||||
Restaurant
|
4.5 | | 4.5 | 4.7 | | 4.7 | ||||||||||||||||||
Agriculture
|
10.6 | 0.4 | 11.0 | 11.7 | 0.7 | 12.4 | ||||||||||||||||||
Convenience Stores
|
18.6 | | 18.6 | 22.1 | | 22.1 | ||||||||||||||||||
Marina
|
21.9 | | 21.9 | 15.8 | | 15.8 | ||||||||||||||||||
Other
|
28.0 | 0.2 | 28.2 | 26.6 | 0.3 | 26.9 | ||||||||||||||||||
Total
|
$ | 543.6 | $ | 2.1 | $ | 545.7 | $ | 584.1 | $ | 5.1 | $ | 589.2 | ||||||||||||
31
December 31,
|
December 31,
|
December 31,
|
December 31,
|
|||||||||||||
2010 | 2009 | 2008 | 2007 | |||||||||||||
Performing
|
$ | 112,469 | $ | 145,797 | $ | 374,241 | $ | 592,408 | ||||||||
Performing TDR*
|
28,286 | 31,152 | | | ||||||||||||
Nonaccrual
|
20,913 | 28,525 | 14,873 | 5,152 | ||||||||||||
Total
|
$ | 161,668 | $ | 205,474 | $ | 389,114 | $ | 597,560 | ||||||||
Top 10 Customer Loan Relationships
|
$ | 151,503 | $ | 173,162 | $ | 228,800 | $ | 266,702 |
* | TDR = Troubled debt restructures |
32
December 31,
|
December 31,
|
December 31,
|
December 31,
|
|||||||||||||
2010 | 2009 | 2008 | 2007 | |||||||||||||
Construction & Land Development Loans to Total Risk
Based Capital
|
39 | % | 81 | % | 206 | % | 265 | % | ||||||||
CRE Loans to Total Risk Based Capital
|
218 | % | 274 | % | 389 | % | 390 | % |
% of Total
|
||||||||||||
Construction and
|
||||||||||||
Land Development
|
||||||||||||
Loans | ||||||||||||
Florida County
|
2010 | 2009 | 2008 | |||||||||
Palm Beach
|
50.1 | 23.5 | 15.1 | |||||||||
St. Lucie
|
12.0 | 16.6 | 18.2 | |||||||||
Martin
|
9.6 | 6.0 | 10.6 | |||||||||
Brevard
|
7.5 | 9.7 | 6.7 | |||||||||
Okeechobee
|
5.4 | 2.3 | 1.9 | |||||||||
Indian River
|
4.9 | 13.6 | 11.7 | |||||||||
Collier
|
3.5 | 1.9 | 0.9 | |||||||||
Orange
|
1.9 | 2.8 | 6.6 | |||||||||
Charlotte
|
1.9 | 0.7 | 0.8 | |||||||||
Hendry
|
1.4 | 1.1 | 0.4 | |||||||||
Lake
|
1.1 | 0.4 | 0.2 | |||||||||
Marion
|
0.5 | 1.1 | 0.9 | |||||||||
Highlands
|
0.0 | 0.2 | 4.6 | |||||||||
Miami-Dade
|
0.0 | 6.9 | 2.8 | |||||||||
Volusia
|
0.0 | 9.0 | 7.4 | |||||||||
Broward
|
0.0 | 3.6 | 2.1 | |||||||||
Pinellas
|
0.0 | 0.4 | 0.0 | |||||||||
Osceola
|
0.0 | 0.0 | 3.4 | |||||||||
Dade
|
0.0 | 0.0 | 3.1 | |||||||||
Lee
|
0.0 | 0.0 | 1.4 | |||||||||
Bradford
|
0.0 | 0.0 | 0.8 | |||||||||
Other
|
0.2 | 0.2 | 0.4 | |||||||||
Total
|
100.0 | 100.0 | 100.0 | |||||||||
33
34
35
36
2010 | 2009 | 2008 | ||||||||||
(Tax equivalent basis) | ||||||||||||
Net interest income
|
3.20 | % | 3.31 | % | 3.35 | % | ||||||
Provision for loan losses
|
1.52 | 5.60 | 3.84 | |||||||||
Noninterest income
|
||||||||||||
Securities gains
|
0.18 | 0.24 | 0.02 | |||||||||
Other
|
0.92 | 0.85 | 0.96 | |||||||||
Noninterest expenses
|
||||||||||||
Goodwill impairment
|
| 2.24 | | |||||||||
Other
|
4.36 | 3.67 | 3.42 | |||||||||
Loss before income taxes
|
(1.58 | ) | (7.11 | ) | (2.93 | ) | ||||||
Benefit for income taxes including tax equivalent adjustment
|
0.02 | (0.53 | ) | (0.96 | ) | |||||||
Net loss
|
(1.60 | )% | (6.58 | )% | (1.97 | )% | ||||||
* | As a Percent of Average Assets |
Increase/(Decrease)
|
Increase/(Decrease)
|
|||||||||||||||
2010 vs 2009 | 2009 vs 2008 | |||||||||||||||
(Dollars in thousands) | ||||||||||||||||
Securities:
|
||||||||||||||||
Taxable
|
$ | 55,749 | 15.6 | % | $ | 72,049 | 25.3 | % | ||||||||
Nontaxable
|
(1,530 | ) | (22.0 | ) | (1,138 | ) | (14.1 | ) | ||||||||
Federal funds sold and other short term investments
|
99,070 | 75.7 | 81,007 | 162.6 | ||||||||||||
Loans, net
|
(260,162 | ) | (16.4 | ) | (234,406 | ) | (12.9 | ) | ||||||||
TOTAL
|
$ | (106,873 | ) | (5.1 | ) | $ | (82,488 | ) | (3.8 | ) | ||||||
37
(a) | Changes attributable to rate/volume are allocated to rate and volume on an equal basis. |
Increase/(Decrease)
|
Increase/(Decrease)
|
|||||||||||||||
2010 vs 2009 | 2009 vs 2008 | |||||||||||||||
(Dollars in thousands) | ||||||||||||||||
NOW
|
$ | 4,424 | 8.4 | % | $ | (13,473 | ) | (20.4 | )% | |||||||
Savings deposits
|
4,882 | 4.8 | (1,646 | ) | (1.6 | ) | ||||||||||
Money market accounts
|
42,102 | 6.5 | (101,104 | ) | (13.5 | ) | ||||||||||
Time deposits
|
(125,327 | ) | (17.9 | ) | 33,042 | 4.9 | ||||||||||
Federal funds purchased and other short term borrowings
|
(30,065 | ) | (25.7 | ) | 26,037 | 28.6 | ||||||||||
Other borrowings
|
(13,110 | ) | (11.2 | ) | (2,044 | ) | (1.7 | ) | ||||||||
TOTAL
|
$ | (117,094 | ) | (6.7 | ) | $ | (59,188 | ) | (3.3 | ) | ||||||
38
2010 | 2009 | 2008 | ||||||||||||||||||||||||||||||||||
Average
|
Yield/
|
Average
|
Yield/
|
Average
|
Yield/
|
|||||||||||||||||||||||||||||||
Balance | Interest | Rate | Balance | Interest | Rate | Balance | Interest | Rate | ||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
EARNING ASSETS
|
||||||||||||||||||||||||||||||||||||
Securities
|
||||||||||||||||||||||||||||||||||||
Taxable
|
$ | 412,143 | $ | 13,880 | 3.37 | % | $ | 356,394 | $ | 16,357 | 4.59 | % | $ | 284,345 | $ | 14,198 | 4.99 | % | ||||||||||||||||||
Nontaxable
|
5,423 | 345 | 6.36 | 6,953 | 460 | 6.62 | 8,091 | 517 | 6.39 | |||||||||||||||||||||||||||
417,566 | 14,225 | 3.41 | 363,347 | 16,817 | 4.63 | 292,436 | 14,715 | 5.03 | ||||||||||||||||||||||||||||
Federal funds sold and other short term investments
|
229,898 | 979 | 0.43 | 130,828 | 661 | 0.51 | 49,821 | 1,225 | 2.46 | |||||||||||||||||||||||||||
Loans(2)
|
1,327,111 | 69,610 | 5.25 | 1,587,273 | 84,985 | 5.35 | 1,821,679 | 111,430 | 6.12 | |||||||||||||||||||||||||||
TOTAL EARNING ASSETS
|
1,974,575 | 84,814 | 4.30 | 2,081,448 | 102,463 | 4.92 | 2,163,936 | 127,370 | 5.89 | |||||||||||||||||||||||||||
Allowance for loan losses
|
(41,650 | ) | (36,951 | ) | (28,719 | ) | ||||||||||||||||||||||||||||||
Cash and due from banks
|
29,966 | 32,336 | 41,273 | |||||||||||||||||||||||||||||||||
Bank premises and equipment
|
37,948 | 42,997 | 43,107 | |||||||||||||||||||||||||||||||||
Other assets
|
79,731 | 108,588 | 91,455 | |||||||||||||||||||||||||||||||||
$ | 2,080,570 | $ | 2,228,418 | $ | 2,311,052 | |||||||||||||||||||||||||||||||
INTEREST BEARING LIABILITIES
|
||||||||||||||||||||||||||||||||||||
NOW
|
$ | 57,134 | 182 | 0.32 | % | $ | 52,710 | 283 | 0.54 | % | $ | 66,183 | 1,127 | 1.70 | % | |||||||||||||||||||||
Savings deposits
|
106,618 | 190 | 0.18 | 101,736 | 381 | 0.37 | 103,382 | 723 | 0.70 | |||||||||||||||||||||||||||
Money market accounts
|
689,080 | 3,580 | 0.52 | 646,978 | 5,367 | 0.83 | 748,082 | 15,445 | 2.06 | |||||||||||||||||||||||||||
Time deposits
|
575,768 | 11,345 | 1.97 | 701,095 | 18,749 | 2.67 | 668,053 | 26,117 | 3.91 | |||||||||||||||||||||||||||
Federal funds purchased and other short term borrowings
|
87,106 | 237 | 0.27 | 117,171 | 431 | 0.37 | 91,134 | 1,466 | 1.61 | |||||||||||||||||||||||||||
Other borrowings
|
103,610 | 2,795 | 2.70 | 116,720 | 3,405 | 2.92 | 118,764 | 4,975 | 4.19 | |||||||||||||||||||||||||||
TOTAL INTEREST BEARING LIABILITIES
|
1,619,316 | 18,329 | 1.13 | 1,736,410 | 28,616 | 1.65 | 1,795,598 | 49,853 | 2.78 | |||||||||||||||||||||||||||
Demand deposits
|
277,754 | 276,412 | 302,577 | |||||||||||||||||||||||||||||||||
Other liabilities
|
11,478 | 16,798 | 7,944 | |||||||||||||||||||||||||||||||||
1,908,548 | 2,029,620 | 2,106,119 | ||||||||||||||||||||||||||||||||||
Shareholders equity
|
172,022 | 198,798 | 204,933 | |||||||||||||||||||||||||||||||||
$ | 2,080,570 | $ | 2,228,418 | $ | 2,311,052 | |||||||||||||||||||||||||||||||
Interest expense as % of earning assets
|
0.93 | % | 1.37 | % | 2.30 | % | ||||||||||||||||||||||||||||||
Net interest income/yield on earning assets
|
$ | 66,485 | 3.37 | % | $ | 73,847 | 3.55 | % | $ | 77,517 | 3.58 | % | ||||||||||||||||||||||||
(1) | The tax equivalent adjustment is based on a 35% tax rate. | |
(2) | Nonperforming loans are included in average loan balances. Fees on loans are included in interest on loans. |
39
Year Ended | % Change | |||||||||||||||||||
2010 | 2009 | 2008 | 10/09 | 09/08 | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Service charges on deposit accounts
|
$ | 5,925 | $ | 6,491 | $ | 7,389 | (8.7 | )% | (12.2 | )% | ||||||||||
Trust fees
|
1,977 | 2,098 | 2,344 | (5.8 | ) | (10.5 | ) | |||||||||||||
Mortgage banking fees
|
2,119 | 1,746 | 1,118 | 21.4 | 56.2 | |||||||||||||||
Brokerage commissions and fees
|
1,174 | 1,416 | 2,097 | (17.1 | ) | (32.5 | ) | |||||||||||||
Marine finance fees
|
1,334 | 1,153 | 2,304 | 15.7 | (50.0 | ) | ||||||||||||||
Debit card income
|
3,163 | 2,613 | 2,453 | 21.0 | 6.5 | |||||||||||||||
Other deposit based EFT fees
|
321 | 331 | 359 | (3.0 | ) | (7.8 | ) | |||||||||||||
Merchant income
|
1,314 | 1,764 | 2,399 | (25.5 | ) | (26.5 | ) | |||||||||||||
Other
|
1,918 | 1,403 | 1,778 | 36.7 | (21.1 | ) | ||||||||||||||
19,245 | 19,015 | 22,241 | 1.2 | (14.5 | ) | |||||||||||||||
Securities gains
|
3,687 | 5,399 | 355 | (31.7 | ) | n/m | ||||||||||||||
TOTAL
|
$ | 22,932 | $ | 24,414 | $ | 22,596 | (6.1 | ) | 8.0 | |||||||||||
Year Ended | % Change | |||||||||||||||||||
2010 | 2009 | 2008 | 10/09 | 09/08 | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Salaries and wages
|
$ | 26,408 | $ | 26,693 | $ | 30,159 | (1.1 | )% | (11.5 | )% | ||||||||||
Employee benefits
|
5,717 | 6,109 | 7,173 | (6.4 | ) | (14.8 | ) | |||||||||||||
Outsourced data processing costs
|
7,092 | 7,143 | 7,612 | (0.7 | ) | (6.2 | ) | |||||||||||||
Telephone /data lines
|
1,505 | 1,835 | 1,896 | (18.0 | ) | (3.2 | ) | |||||||||||||
Occupancy
|
7,480 | 8,260 | 8,292 | (9.4 | ) | (0.4 | ) | |||||||||||||
Furniture and equipment
|
2,398 | 2,649 | 2,841 | (9.5 | ) | (6.8 | ) | |||||||||||||
Marketing
|
2,910 | 2,067 | 2,614 | 40.8 | (20.9 | ) | ||||||||||||||
Legal and professional fees
|
7,977 | 6,984 | 5,662 | 14.2 | 23.3 | |||||||||||||||
FDIC assessments
|
3,958 | 4,952 | 2,028 | (20.1 | ) | 144.2 | ||||||||||||||
Amortization of intangibles
|
985 | 1,259 | 1,259 | (21.8 | ) | 0.0 | ||||||||||||||
Asset dispositions expense
|
2,268 | 1,172 | 747 | 93.5 | 56.9 | |||||||||||||||
Net loss on other real estate owned and repossessed assets
|
13,541 | 5,155 | 677 | 162.7 | 661.4 | |||||||||||||||
Goodwill impairment
|
| 49,813 | | (100.0 | ) | n/m | ||||||||||||||
Other
|
8,428 | 7,656 | 7,930 | 10.1 | (3.5 | ) | ||||||||||||||
TOTAL
|
$ | 90,667 | $ | 131,747 | $ | 78,890 | (31.2 | ) | 67.0 | |||||||||||
40
December 31 | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
(Dollars in thousands) | ||||||||||||
TIER 1 CAPITAL
|
||||||||||||
Common stock
|
$ | 9,349 | $ | 5,887 | $ | 1,928 | ||||||
Preferred stock
|
46,248 | 44,999 | 43,787 | |||||||||
Warrant for purchase of common stock
|
3,123 | 3,123 | 6,245 | |||||||||
Additional paid in capital
|
218,399 | 174,973 | 93,543 | |||||||||
Accumulated (deficit) or retained earnings
|
(112,652 | ) | (78,200 | ) | 70,278 | |||||||
Treasury stock
|
(1 | ) | (855 | ) | (1,839 | ) | ||||||
Qualifying trust preferred securities
|
52,000 | 49,950 | 52,000 | |||||||||
Intangibles
|
(3,137 | ) | (4,121 | ) | (55,193 | ) | ||||||
Other
|
(7,965 | ) | (1,712 | ) | (115 | ) | ||||||
TOTAL TIER 1 CAPITAL
|
205,364 | 194,044 | 210,634 | |||||||||
TIER 2 CAPITAL
|
||||||||||||
Qualifying trust preferred securities
|
| 2,050 | | |||||||||
Allowance for loan losses, as limited(1)
|
15,766 | 17,981 | 20,755 | |||||||||
TOTAL TIER 2 CAPITAL
|
15,766 | 20,031 | 20,755 | |||||||||
TOTAL RISK-BASED CAPITAL
|
$ | 221,130 | $ | 214,075 | $ | 231,389 | ||||||
Risk weighted assets
|
$ | 1,239,245 | $ | 1,411,202 | $ | 1,651,685 | ||||||
Tier 1 risk based capital ratio
|
16.57 | % | 13.75 | % | 12.75 | % | ||||||
Total risk based capital ratio
|
17.84 | 15.16 | 14.00 | |||||||||
Regulatory minimum
|
8.00 | 8.00 | 8.00 | |||||||||
Tier 1 capital to adjusted total assets
|
10.25 | 8.88 | 9.58 | |||||||||
Regulatory minimum
|
4.00 | 4.00 | 4.00 | |||||||||
Shareholders equity to assets
|
8.25 | 7.06 | 9.33 | |||||||||
Average shareholders equity to average total assets
|
8.27 | 8.92 | 8.87 |
(1) | Includes reserve for unfunded commitments of $44,000, $65,000 and $65,000 at December 31, 2010, 2009, and 2008, respectively. |
41
December 31 | ||||||||||||||||
2010 | 2009 | 2008 | 2007 | |||||||||||||
(In thousands) | ||||||||||||||||
Construction and land development
|
||||||||||||||||
Residential
|
$ | 14,025 | $ | 47,599 | $ | 129,899 | $ | 295,082 | ||||||||
Commercial
|
33,773 | 77,469 | 209,297 | 242,448 | ||||||||||||
47,798 | 125,068 | 339,196 | 537,530 | |||||||||||||
Individuals
|
31,508 | 37,800 | 56,047 | 72,037 | ||||||||||||
79,306 | 162,868 | 395,243 | 609,567 | |||||||||||||
Commercial real estate
|
543,603 | 584,217 | 557,705 | 517,332 | ||||||||||||
Real estate mortgage
|
||||||||||||||||
Residential real estate
|
||||||||||||||||
Adjustable
|
303,320 | 289,378 | 328,992 | 319,470 | ||||||||||||
Fixed rate
|
82,559 | 88,645 | 95,456 | 87,506 | ||||||||||||
Home equity mortgages
|
73,382 | 86,771 | 84,810 | 91,418 | ||||||||||||
Home equity lines
|
57,733 | 60,066 | 58,502 | 59,088 | ||||||||||||
516,994 | 524,860 | 567,760 | 557,482 | |||||||||||||
Commercial and financial
|
48,825 | 61,058 | 82,765 | 126,695 | ||||||||||||
Installment loans to individuals
|
||||||||||||||||
Automobiles and trucks
|
10,874 | 15,322 | 20,798 | 24,940 | ||||||||||||
Marine Loans
|
19,806 | 26,423 | 25,992 | 33,185 | ||||||||||||
Other
|
20,922 | 22,279 | 26,118 | 28,237 | ||||||||||||
51,602 | 64,024 | 72,908 | 86,362 | |||||||||||||
Other loans
|
278 | 476 | 347 | 951 | ||||||||||||
TOTAL
|
$ | 1,240,608 | $ | 1,397,503 | $ | 1,676,728 | $ | 1,898,389 | ||||||||
December 31, 2010 | ||||||||||||
Commercial and
|
Construction and
|
|||||||||||
Financial | Land Development | Total | ||||||||||
(In thousands) | ||||||||||||
In one year or less
|
$ | 9,358 | $ | 39,781 | $ | 49,139 | ||||||
After one year but within five years:
|
||||||||||||
Interest rates are floating or adjustable
|
2,536 | 16,130 | 18,666 | |||||||||
Interest rates are fixed
|
10,593 | 13,848 | 24,441 | |||||||||
In five years or more:
|
||||||||||||
Interest rates are floating or adjustable
|
1,298 | 6,266 | 7,564 | |||||||||
Interest rates are fixed
|
25,040 | 3,281 | 28,321 | |||||||||
TOTAL
|
$ | 48,825 | $ | 79,306 | $ | 128,131 | ||||||
42
December 31 | ||||||||||||||||
%of
|
%of
|
|||||||||||||||
2010 | Total | 2009 | Total | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Maturity Group:
|
||||||||||||||||
Under 3 Months
|
$ | 43,335 | 17.2 | % | $ | 106,655 | 31.1 | % | ||||||||
3 to 6 Months
|
42,256 | 16.8 | 68,293 | 19.9 | ||||||||||||
6 to 12 Months
|
81,580 | 32.4 | 54,583 | 15.9 | ||||||||||||
Over 12 Months
|
84,730 | 33.6 | 113,335 | 33.1 | ||||||||||||
TOTAL
|
$ | 251,901 | 100.0 | % | $ | 342,866 | 100.0 | % | ||||||||
Year Ended December 31 | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Beginning balance
|
$ | 45,192 | $ | 29,388 | $ | 21,902 | $ | 14,915 | $ | 9,006 | ||||||||||
Provision for loan losses
|
31,680 | 124,767 | 88,634 | 12,745 | 3,285 | |||||||||||||||
Carryover of allowance for loan losses
|
| | | | 2,518 | |||||||||||||||
Charge offs:
|
||||||||||||||||||||
Construction and land development
|
18,135 | 38,906 | 72,191 | 3,788 | | |||||||||||||||
Commercial real estate
|
11,162 | 31,080 | 3,384 | | | |||||||||||||||
Residential real estate
|
10,797 | 36,282 | 5,051 | 575 | 12 | |||||||||||||||
Commercial and financial
|
759 | 3,337 | 2,251 | 1,071 | 24 | |||||||||||||||
Consumer
|
775 | 1,221 | 502 | 516 | 275 | |||||||||||||||
TOTAL CHARGE OFFS
|
41,628 | 110,826 | 83,379 | 5,950 | 311 | |||||||||||||||
Recoveries:
|
||||||||||||||||||||
Construction and land development
|
483 | 578 | 1,858 | | | |||||||||||||||
Commercial real estate
|
517 | 293 | | | | |||||||||||||||
Residential real estate
|
861 | 529 | 55 | | | |||||||||||||||
Commercial and financial
|
424 | 197 | 222 | 57 | 162 | |||||||||||||||
Consumer
|
215 | 266 | 96 | 135 | 255 | |||||||||||||||
TOTAL RECOVERIES
|
2,500 | 1,863 | 2,231 | 192 | 417 | |||||||||||||||
Net loan charge offs (recoveries)
|
39,128 | 108,963 | 81,148 | 5,758 | (106 | ) | ||||||||||||||
ENDING BALANCE
|
$ | 37,744 | $ | 45,192 | $ | 29,388 | $ | 21,902 | $ | 14,915 | ||||||||||
Loans outstanding at end of year*
|
$ | 1,240,608 | $ | 1,397,503 | $ | 1,676,728 | $ | 1,898,389 | $ | 1,733,111 | ||||||||||
Ratio of allowance for loan losses to loans outstanding at end
of year
|
3.04 | % | 3.23 | % | 1.75 | % | 1.15 | % | 0.86 | % | ||||||||||
Daily average loans outstanding*
|
$ | 1,327,111 | $ | 1,587,273 | $ | 1,821,679 | $ | 1,828,537 | $ | 1,560,673 | ||||||||||
Ratio of net charge offs (recoveries) to average loans
outstanding
|
2.95 | % | 6.86 | % | 4.45 | % | 0.31 | % | (0.01 | )% |
* | Net of unearned income. |
43
December 31 | ||||
(Dollars in thousands)
|
2010 | |||
ALLOCATION BY LOAN TYPE
|
||||
Construction and land development
|
$ | 7,214 | ||
Commercial real estate loans
|
18,563 | |||
Residential real estate loans
|
10,102 | |||
Commercial and financial loans
|
480 | |||
Consumer loans
|
1,385 | |||
TOTAL
|
$ | 37,744 | ||
December 31 | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | |||||||||||||||||
ALLOCATION BY LOAN TYPE(1)
|
||||||||||||||||||||
Commercial real estate loans
|
$ | 30,955 | $ | 17,569 | $ | 11,884 | $ | 9,996 | ||||||||||||
Residential real estate loans
|
9,667 | 6,437 | 6,058 | 1,077 | ||||||||||||||||
Commercial and financial loans
|
1,099 | 2,782 | 3,070 | 3,199 | ||||||||||||||||
Consumer loans
|
3,471 | 2,600 | 890 | 643 | ||||||||||||||||
TOTAL
|
$ | 45,192 | $ | 29,388 | $ | 21,902 | $ | 14,915 | ||||||||||||
YEAR END LOAN TYPES AS A PERCENT OF TOTAL LOANS
|
||||||||||||||||||||
Construction and land development
|
6.4 | % | 11.7 | % | 23.6 | % | 32.1 | % | 33.0 | % | ||||||||||
Commercial real estate loans
|
43.8 | 41.7 | 33.3 | 27.2 | 25.2 | |||||||||||||||
Residential real estate loans
|
41.7 | 37.6 | 33.8 | 29.4 | 29.6 | |||||||||||||||
Commercial and financial loans
|
3.9 | 4.4 | 5.0 | 6.7 | 7.4 | |||||||||||||||
Consumer loans
|
4.2 | 4.6 | 4.3 | 4.6 | 4.8 | |||||||||||||||
TOTAL
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||
(1) | The Company does not have the ability to restate allocation by loan type to the new format for years prior to 2010. |
44
December 31, | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Nonaccrual loans(2)
|
||||||||||||||||||||
Construction and land development
|
$ | 29,229 | $ | 59,809 | $ | 72,328 | $ | 52,952 | $ | 483 | ||||||||||
Commercial real estate loans
|
19,101 | 23,865 | 4,387 | 11,333 | | |||||||||||||||
Residential real estate loans
|
14,810 | 12,790 | 10,163 | 3,531 | 3,853 | |||||||||||||||
Commercial and financial loans
|
4,607 | 535 | | 18 | 8,102 | |||||||||||||||
Consumer loans
|
537 | 877 | 92 | | 27 | |||||||||||||||
Total
|
68,284 | 97,876 | 86,970 | 67,834 | 12,465 | |||||||||||||||
Other real estate owned
|
||||||||||||||||||||
Construction and land development
|
15,358 | 19,086 | 1,313 | 579 | | |||||||||||||||
Commercial real estate loans
|
8,368 | 3,461 | | | | |||||||||||||||
Residential real estate loans
|
1,971 | 2,838 | 3,722 | 156 | | |||||||||||||||
Total
|
25,697 | 25,385 | 5,035 | 735 | | |||||||||||||||
TOTAL NONPERFORMING ASSETS
|
$ | 93,981 | $ | 123,261 | $ | 92,005 | $ | 68,569 | $ | 12,465 | ||||||||||
Amount of loans outstanding at end of year(2)
|
$ | 1,240,608 | $ | 1,397,503 | $ | 1,676,728 | $ | 1,898,389 | $ | 1,733,111 | ||||||||||
Ratio of total nonperforming assets to loans outstanding and
other real estate owned at end of period
|
7.42 | % | 8.66 | % | 5.47 | % | 3.61 | % | 0.72 | % | ||||||||||
Accruing loans past due 90 days or more
|
$ | | $ | 156 | $ | 1,838 | $ | 25 | $ | 64 | ||||||||||
Loans restructured and in compliance with modified terms(3)
|
66,350 | 57,433 | 12,616 | 11 | 728 |
(1) | Interest income that could have been recorded during 2010, 2009 and 2008 related to nonaccrual loans was $5,087,000, $6,602,000 and $9,435,000, respectively, none of which was included in interest income or net income. All nonaccrual loans are secured. | |
(2) | Net of unearned income. | |
(3) | Interest income that would have been recorded based on original contractual terms was $4,187,000, $3,856,000 and $1,037,000, respectively, for 2010, 2009 and 2008. The amount included in interest income under the modified terms for 2010, 2009 and 2008 was $2,439,000, $2,958,000 and $611,000, respectively. |
45
December 31 | ||||||||||||||||
Amortized
|
Fair
|
Unrealized
|
Unrealized
|
|||||||||||||
Cost | Value | Gains | Losses | |||||||||||||
(In thousands) | ||||||||||||||||
U.S. Treasury securities and obligations of U.S. Government
Sponsored Entities
|
||||||||||||||||
2010
|
$ | 4,192 | $ | 4,212 | $ | 20 | $ | | ||||||||
2009
|
3.689 | 3,688 | 2 | (3 | ) | |||||||||||
Mortgage-backed securities of U.S. Government Sponsored Entities
|
||||||||||||||||
2010
|
120,439 | 120,634 | 1,218 | (1,023 | ) | |||||||||||
2009
|
60,154 | 60,548 | 719 | (325 | ) | |||||||||||
Collateralized mortgage obligations of U.S. Government Sponsored
Entities
|
||||||||||||||||
2010
|
212,715 | 215,459 | 4,101 | (1,357 | ) | |||||||||||
2009
|
250,762 | 255,248 | 5,219 | (733 | ) | |||||||||||
Private collateralized mortgage obligations
|
||||||||||||||||
2010
|
90,428 | 90,384 | 1,325 | (1,369 | ) | |||||||||||
2009
|
70,719 | 69.068 | 569 | (2,220 | ) | |||||||||||
Obligations of state and political subdivisions
|
||||||||||||||||
2010
|
1,638 | 1,709 | 71 | | ||||||||||||
2009
|
2,021 | 2,063 | 49 | (7 | ) | |||||||||||
Other
|
||||||||||||||||
2010
|
2,742 | 2,742 | | | ||||||||||||
2009
|
3,033 | 3,033 | | | ||||||||||||
Total Securities Available For Sale
|
||||||||||||||||
2010
|
$ | 432,154 | $ | 435,140 | $ | 6,735 | $ | (3,749 | ) | |||||||
2009
|
$ | 390,378 | $ | 393,648 | $ | 6,558 | $ | (3,288 | ) | |||||||
46
December 31 | ||||||||||||||||
Amortized
|
Fair
|
Unrealized
|
Unrealized
|
|||||||||||||
Cost | Value | Gains | Losses | |||||||||||||
(In thousands) | ||||||||||||||||
Collateralized mortgage obligations of U.S. Government Sponsored
Entities
|
||||||||||||||||
2010
|
$ | 15,423 | $ | 15,508 | $ | 85 | $ | | ||||||||
2009
|
288 | 289 | 1 | | ||||||||||||
Private collateralized mortgage obligations
|
||||||||||||||||
2010
|
3,540 | 3,619 | 79 | | ||||||||||||
2009
|
12,565 | 12,637 | 73 | (1 | ) | |||||||||||
Obligations of states and political subdivisions
|
||||||||||||||||
2010
|
7,398 | 7,223 | 69 | (244 | ) | |||||||||||
2009
|
4,234 | 4,284 | 55 | (5 | ) | |||||||||||
Other Securities
|
||||||||||||||||
2010
|
500 | 503 | 3 | | ||||||||||||
2009
|
| | | | ||||||||||||
Total Securities Held For Investment
|
||||||||||||||||
2010
|
$ | 26,861 | $ | 26,853 | $ | 236 | $ | (244 | ) | |||||||
2009
|
$ | 17,087 | $ | 17,210 | $ | 129 | $ | (6 | ) | |||||||
December 31, 2010 | ||||||||||||||||||||||||||||
Average
|
||||||||||||||||||||||||||||
1 Year
|
1-5
|
5-10
|
After 10
|
No Contractual
|
Maturity
|
|||||||||||||||||||||||
Or Less | Years | Years | Years | Maturity | Total | In Years | ||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
AMORTIZED COST
|
||||||||||||||||||||||||||||
Collateralized mortgage obligations of U.S. Government
Sponsored Entities
|
$ | | $ | 15,423 | $ | | $ | | $ | | $ | 15,423 | 2.28 | |||||||||||||||
Private collateralized mortgage obligations
|
| 3,540 | | | 3,540 | 4.74 | ||||||||||||||||||||||
Obligations of state and political subdivisions
|
226 | 380 | 1,768 | 5,024 | | 7,398 | 12.07 | |||||||||||||||||||||
Other Securities
|
500 | 500 | * | |||||||||||||||||||||||||
Total Securities Held For Investment
|
$ | 226 | $ | 19,343 | $ | 1,768 | $ | 5,024 | $ | 500 | $ | 26,861 | 5.36 | |||||||||||||||
FAIR VALUE
|
||||||||||||||||||||||||||||
Collateralized mortgage obligations of U.S. Government
Sponsored Entities
|
$ | | $ | 15,508 | $ | | $ | | $ | | $ | 15,508 | ||||||||||||||||
Private collateralized mortgage obligations
|
3,619 | | | | 3,619 | |||||||||||||||||||||||
Obligations of sate and political subdivisions
|
226 | 386 | 1,819 | 4,792 | | 7,223 | ||||||||||||||||||||||
Other Securities
|
503 | 503 | ||||||||||||||||||||||||||
Total Securities Held For Investment
|
$ | 226 | $ | 19,513 | $ | 1,819 | $ | 4,792 | $ | 503 | $ | 26,853 | ||||||||||||||||
WEIGHTED AVERAGE YIELD (FTE)
|
||||||||||||||||||||||||||||
Collateralized mortgage obligations of U.S. Government
Sponsored Entities
|
| 2.68 | % | | | | 2.68 | % | ||||||||||||||||||||
Private collateralized mortgage obligations
|
| 5.16 | % | | | | 5.16 | % | ||||||||||||||||||||
Obligations of state and political subdivisions
|
6.80 | % | 6.37 | % | 6.71 | % | 4.99 | % | 5.53 | % | ||||||||||||||||||
Other Securities
|
| 3.19 | % | 3.19 | % | |||||||||||||||||||||||
Total Securities Held For Investment
|
6.80 | % | 3.21 | % | 6.71 | % | 4.99 | % | 3.19 | % | 3.80 | % |
* | Other Securities excluded from calculated average for total securities. |
47
December 31, 2010 | ||||||||||||||||||||||||||||
No
|
Average
|
|||||||||||||||||||||||||||
1 Year
|
1-5
|
5-10
|
After 10
|
Contractual
|
Maturity
|
|||||||||||||||||||||||
Or Less | Years | Years | Years | Maturity | Total | In Years | ||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||
AMORTIZED COST
|
||||||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. Government
Sponsored Entities
|
$ | 2.493 | $ | 1,699 | $ | | $ | | $ | | $ | 4,192 | 1.53 | |||||||||||||||
Mortgage-backed securities of U.S. Government Sponsored Entities
|
| 70.414 | 36,109 | 13,916 | | 120,439 | 5.04 | |||||||||||||||||||||
Collateralized mortgage obligations of U.S. Government Sponsored
Entities
|
38,471 | 140,112 | 18,383 | 15,749 | | 212.715 | 3.13 | |||||||||||||||||||||
Private collateralized mortgage obligations
|
1,151 | 58,489 | 30,788 | | | 90,428 | 3.86 | |||||||||||||||||||||
Obligations of state and political subdivisions
|
| | 1,638 | | | 1,638 | 8.13 | |||||||||||||||||||||
Other
|
| | | | 2,742 | 2,742 | * | |||||||||||||||||||||
Total Securities Available For Sale
|
$ | 42,115 | $ | 270,714 | $ | 86,918 | $ | 29,665 | $ | 2,742 | $ | 432,154 | 3.82 | |||||||||||||||
FAIR VALUE
|
||||||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. Government
Sponsored Entities
|
$ | 2.494 | $ | 1,718 | $ | | $ | | $ | | $ | 4.212 | ||||||||||||||||
Mortgage-backed securities of U.S. Government Sponsored Entities
|
| 70,661 | 36,254 | 13,719 | | 120,634 | ||||||||||||||||||||||
Collateralized mortgage obligations of U.S. Government Sponsored
Entities
|
39,332 | 143,035 | 18,179 | 14.913 | | 215,459 | ||||||||||||||||||||||
Private collateralized mortgage obligations
|
1,164 | 58,740 | 30,480 | | | 90,384 | ||||||||||||||||||||||
Obligations of state and political subdivisions
|
| | 1,709 | | | 1,709 | ||||||||||||||||||||||
Other
|
| | | | 2,742 | 2,742 | ||||||||||||||||||||||
Total Securities Available For Sale
|
$ | 42.990 | $ | 274,154 | $ | 86,622 | $ | 28,632 | $ | 2,742 | $ | 435,140 | ||||||||||||||||
WEIGHTED AVERAGE YIELD (FTE)
|
||||||||||||||||||||||||||||
U.S. Treasury securities and obligations of U.S. Government
Sponsored Entities
|
0.27 | % | 1.28 | % | | | | 0.68 | % | |||||||||||||||||||
Mortgage-backed securities of U.S. Government Sponsored Entities
|
| 2.43 | % | 3.01 | % | 2.89 | % | | 2.66 | % | ||||||||||||||||||
Collateralized mortgage obligations of U.S. Government Sponsored
Entities
|
5.26 | % | 2.82 | % | 1.77 | % | 1.91 | % | | 3.10 | % | |||||||||||||||||
Private collateralized mortgage obligations
|
8.75 | % | 4.62 | % | 4.09 | % | | | 4.49 | % | ||||||||||||||||||
Obligations of state and political subdivisions
|
| | 6.65 | % | | | 6.65 | % | ||||||||||||||||||||
Other
|
| | | | 0.09 | % | 0.09 | % | ||||||||||||||||||||
Total Securities Available For Sale
|
5.06 | % | 3.10 | % | 3.20 | % | 2.37 | % | 0.09 | % | 3.24 | % |
* | Other Securities excluded from calculated average for total securities |
48
December 31, 2010 | ||||||||||||||||||||
0-3
|
4-12
|
1-5
|
Over
|
|||||||||||||||||
Months | Months | Years | 5 Years | Total | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Federal funds sold and interest bearing deposits
|
$ | 176,047 | $ | | $ | | $ | | $ | 176,047 | ||||||||||
Securities(2)
|
206,344 | 60,047 | 135,825 | 56,799 | 459,015 | |||||||||||||||
Loans(3)
|
250,592 | 181,866 | 562,114 | 190,271 | 1,184,843 | |||||||||||||||
Earning assets
|
632,983 | 241,913 | 697,939 | 247,070 | 1,819,905 | |||||||||||||||
Savings deposits(4)
|
812,625 | | | | 812,625 | |||||||||||||||
Certificates of deposit
|
98,263 | 271,909 | 164,803 | 7 | 534,982 | |||||||||||||||
Borrowings
|
151,823 | | | 50,000 | 201,823 | |||||||||||||||
Interest bearing liabilities
|
1,062,711 | 271,909 | 164,803 | 50,007 | 1,549,430 | |||||||||||||||
Interest sensitivity gap
|
$ | (429,728 | ) | $ | (29,996 | ) | $ | 533,136 | $ | 197,063 | $ | 270,475 | ||||||||
Cumulative gap
|
$ | (429,728 | ) | $ | (459,724 | ) | $ | 73,412 | $ | 270,475 | ||||||||||
Cumulative gap to total earning assets (%)
|
(23.6 | ) | (25.3 | ) | 4.0 | 14.9 | ||||||||||||||
Earning assets to interest bearing liabilities (%)
|
59.6 | 90.0 | 423.5 | 494.1 |
(1) | The repricing dates may differ from maturity dates for certain assets due to prepayment assumptions. | |
(2) | Securities are stated at amortized cost. | |
(3) | Excludes nonaccrual loans. | |
(4) | This category is comprised of NOW, savings and money market deposits. If NOW and savings deposits (totaling $165,161) were deemed repriceable in 4-12 months, the interest sensitivity gap and cumulative gap would be ($264,567) or 14.5% of total earning assets and an earning assets to interest bearing liabilities for the 0-3 months category of 70.5% |
49
50
64
65
51
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31
2010
2009
2008
(Dollars in thousands, except share data)
$
13,881
$
16,357
$
14,198
227
305
348
69,454
84,882
111,313
979
661
1,225
84,541
102,205
127,084
3,952
6,031
17,295
11,345
18,749
26,117
237
431
1,466
1,188
1,354
2,551
1,607
2,051
2,424
18,329
28,616
49,853
66,212
73,589
77,231
31,680
124,767
88,634
34,532
(51,178
)
(11,403
)
3,687
5,399
355
19,245
19,015
22,241
22,932
24,414
22,596
90,667
81,934
78,890
49,813
90,667
131,747
78,890
(33,203
)
(158,511
)
(67,697
)
0
(11,825
)
(22,100
)
(33,203
)
(146,686
)
(45,597
)
3,748
3,748
115
$
(36,951
)
$
(150,434
)
$
(45,712
)
$
(0.48
)
$
(4.74
)
$
(2.41
)
(0.48
)
(4.74
)
(2.41
)
76,561,692
31,733,260
18,997,757
76,561,692
31,733,260
18,997,757
52
53
For the Year Ended December 31
2010
2009
2008
(Dollars in thousands)
$
85,584
$
102,138
$
127,591
19,588
19,181
22,262
(17,385
)
(28,507
)
(50,166
)
(70,329
)
(86,868
)
(71,834
)
21,262
3,423
(1,907
)
14,000
(173,692
)
(165,561
)
(190,337
)
179,585
158,628
191,832
(1,944
)
548
232
42,669
2,982
41,673
134,088
94,202
27,438
6,601
10,800
4,017
102,369
92,686
13,964
5,452
(275,839
)
(255,681
)
(101,086
)
(21,838
)
78,357
91,395
63,483
16,401
40,484
69,569
9,169
5,582
3,435
2,477
181
(700
)
(2,270
)
(182
)
(552
)
(814
)
(6,621
)
55,985
76,565
74,017
(142,206
)
(30,994
)
(176,877
)
(7,460
)
(51,823
)
69,396
(15,000
)
50,000
47,127
82,553
180
174
908
20
31
89
(580
)
(6,489
)
(102,349
)
(15,639
)
(62,973
)
(3,695
)
63,908
52,717
215,100
151,192
98,475
$
211,405
$
215,100
$
151,192
54
Retained
Accumulated
Earnings
Other
Common Stock
Preferred Stock
Paid-in
(Accumulated
Treasury
Comprehensive
Shares
Amount
Shares
Amount
Capital
Deficit)
Stock
Income (Loss), Net
Total
19,110
$
1,920
$
$
90,924
$
122,396
$
(1,193
)
$
334
$
214,381
(45,597
)
(45,597
)
1,863
1,863
(138
)
(138
)
(43,872
)
(6,489
)
(6,489
)
463
463
52
8
2,191
(770
)
1,429
10
(35
)
124
89
2
43,755
6,245
50,000
32
(32
)
19,172
1,928
2
43,787
99,788
70,278
(1,839
)
2,059
216,001
(146,686
)
(146,686
)
1,399
1,399
(1,450
)
(1,450
)
(146,737
)
(191
)
(191
)
(389
)
(389
)
401
401
10
(505
)
771
266
10
(182
)
213
31
39,675
3,959
81,717
85,676
(3,123
)
(3,123
)
1,212
(1,212
)
58,867
5,887
2
44,999
178,096
(78,200
)
(855
)
2,008
151,935
(33,203
)
(33,203
)
1,572
1,572
(1,747
)
(1,747
)
(33,378
)
351
351
145
9
(445
)
681
244
10
(154
)
173
20
34,465
3,453
43,674
47,127
1,249
(1,249
)
93,487
$
9,349
2
$
46,248
$
221,522
$
(112,652
)
$
(1
)
$
1,833
$
166,299
55
Note A
Significant
Accounting Policies
56
57
58
59
60
Note B
Recently
Issued Accounting Standards, Not Adopted as of December 31,
2010
61
Note C
Cash,
Dividend and Loan Restrictions
Note D
Securities
December 31, 2010
Gross
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In thousands)
$
4,192
$
20
$
$
4,212
120,439
1,218
(1,023
)
120,634
212,715
4,101
(1,357
)
215,459
90,428
1,325
(1,369
)
90,384
1,638
71
1,709
2,742
2,742
$
432,154
$
6,735
$
(3,749
)
$
435,140
$
15,423
$
85
$
$
15,508
3,540
79
3,619
7,398
69
(244
)
7,223
500
3
503
$
26,861
$
236
$
(244
)
$
26,853
62
December 31, 2009
Gross
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(In thousands)
$
3,689
$
2
$
(3
)
$
3,688
60,154
719
(325
)
60,548
250,762
5,219
(733
)
255,248
70,719
569
(2,220
)
69,068
2,021
49
(7
)
2,063
3,033
3,033
$
390,378
$
6,558
$
(3,288
)
$
393,648
$
288
$
1
$
$
289
12,565
73
(1
)
12,637
4,234
55
(5
)
4,284
$
17,087
$
129
$
(6
)
$
17,210
63
Held for Investment
Available for Sale
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
(In thousands)
$
226
$
226
$
2,493
$
2,494
380
386
1,699
1,718
1,768
1,819
1,638
1,709
5,024
4,792
7,398
7,223
5,830
5,921
120,439
120,634
15,423
15,508
212,715
215,459
3,540
3,619
90,428
90,384
500
503
2,742
2,742
$
26,861
$
26,853
$
432,154
$
435,140
December 31, 2010
Less Than 12 Months
12 Months or Longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Losses
Value
Losses
Value
Losses
(In thousands)
$
61,176
$
(1,023
)
$
$
$
61,176
$
(1,023
)
42,469
(1,357
)
42,469
(1,357
)
42,289
(631
)
14,214
(738
)
56,503
(1,369
)
4,273
(244
)
4,273
(244
)
$
150,207
$
(3,255
)
$
14,214
$
(738
)
$
164,421
$
(3,993
)
December 31, 2009
Less Than 12 Months
12 Months or Longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Losses
Value
Losses
Value
Losses
(In thousands)
$
2,489
$
(3
)
$
$
$
2,489
$
(3
)
32,519
(325
)
32,519
(325
)
57,438
(733
)
57,438
(733
)
18,211
(115
)
18,498
(2,106
)
36,709
(2,221
)
1,542
(12
)
1,542
(12
)
$
110,657
$
(1,176
)
$
20,040
$
(2,118
)
$
130,697
$
(3,294
)
Note E
Loans
2010
2009
(In thousands)
$
79,306
$
162,868
543,603
584,217
516,994
524,860
48,825
61,058
51,602
64,024
278
476
$
1,240,608
$
1,397,503
(1)
Net loan balances at December 31, 2010 and 2009 are net
of deferred costs of $973,000 and $393,000, respectively.
66
Accruing
Accruing
Accruing
Greater
Total
30-59 Days
60-89 Days
Than
Financing
Past Due
Past Due
90 Days
Nonaccrual
Current
Receivables
(In thousands)
$
147
$
20
$
$
29,229
$
49,910
$
79,306
76
19,101
524,426
543,603
3,493
598
14,810
498,093
516,994
70
1
4,607
44,147
48,825
410
176
537
50,479
51,602
278
278
$
4,196
$
795
$
$
68,284
$
1,167,333
$
1,240,608
67
Construction
Commercial
& Land
Commercial
Residential
and
Consumer
Development
Real Estate
Real Estate
Financial
Loans
Total
(In thousands)
$
41,650
$
390,792
$
473,525
$
41,966
$
49,643
$
997,576
265
70,810
1,441
1,866
693
75,075
4,140
23,214
5,410
283
276
33,323
29,229
19,101
14,810
4,607
537
68,284
4,022
39,686
21,808
103
731
66,350
$
79,306
$
543,603
$
516,994
$
48,825
$
51,880
$
1,240,608
68
Note F
Impaired
Loans and Allowance for Loan Losses
Impaired Loans
for the Year Ended December 31, 2010
Unpaid
Related
Average
Interest
Recorded
Principal
Valuation
Recorded
Income
Investment
Balance
Allowance
Investment
Recognized
( In thousands )
$
3,826
$
9,243
$
$
29
22,365
27,962
382
9,731
14,561
54
4,607
4,721
5
5
1
29,425
32,232
5,076
211
36,421
42,173
5,404
1,198
26,887
27,188
3,640
741
104
104
9
1,263
1,271
233
55
33,251
41,475
5,076
$
51,583
240
58,786
70,135
5,404
61,448
1,580
36,618
41,749
3,640
31,174
795
4,711
4,825
9
3,016
1,268
1,276
233
1,837
56
$
134,634
$
159,460
$
14,362
$
149,058
$
2,671
Impaired Loans
for the Year Ended December 31, 2009
Related
Average
Interest
Recorded
Valuation
Recorded
Income
Investment
Allowance
Investment
Recognized
( In thousands )
$
63,674
$
91,636
13,042
$
155,310
$
13,042
$
137,295
$
708
69
2010
2009
2008
( In thousands )
$
45,192
$
29,388
$
21,902
31,680
124,767
88,634
18,135
38,906
72,191
11,162
31,080
3,384
10,797
36,282
5,051
759
3,337
2,251
775
1,221
502
41,628
110,826
83,379
483
578
1858
517
293
861
529
55
424
197
222
215
266
96
2,500
1,863
2,231
39,128
108,963
81,148
$
37,744
$
45,192
$
29,388
As of December 31, 2010
Construction & Land Development
Commercial Real Estate
Residential Real Estate
Commercial and Financial
Consumer Loans
Total
Carrying
Associated
Carrying
Associated
Carrying
Associated
Carrying
Associated
Carrying
Associated
Carrying
Associated
Value
Allowance
Value
Allowance
Value
Allowance
Value
Allowance
Value
Allowance
Value
Allowance
$
33,251
$
5,076
$
58,786
$
5,404
$
36,618
$
3,640
$
4,711
$
9
$
1,268
$
233
$
134,634
$
14,362
46,055
2,138
484,817
13,159
480,376
6,462
44,114
471
50,612
1,152
1,105,974
23,382
$
79,306
$
7,214
$
543,603
$
18,563
$
516,994
$
10,102
$
48,825
$
480
$
51,880
$
1,385
$
1,240,608
$
37,744
70
Note G
Bank
Premises and Equipment
Accumulated
Net
Depreciation &
Carrying
Cost
Amortization
Value
(In thousands)
$
48,522
$
(17,528
)
$
30,994
21,080
(16,029
)
5,051
$
69,602
$
(33,557
)
$
36,045
$
48,347
$
(15,745
)
$
32,602
20,922
(14,592
)
6,330
$
69,269
$
(30,337
)
$
38,932
Note H
Goodwill
and Other Intangible Assets
(In thousands)
$
49,813
(49,813
)
$
71
December 31, 2010
December 31, 2009
Gross
Gross
Carrying
Accumulated
Carrying
Accumulated
Amount
Amortization
Amount
Amortization
(In thousands)
$
9,494
$
(6,357
)
$
9,494
$
(5,373
)
$
9,494
$
(6,357
)
$
9,494
$
(5,373
)
Year Ended December 31
2010
2009
2008
(In thousands)
$
985
$
1,259
$
1,259
Note I
Borrowings
2010
2009
2008
(In thousands)
$
125,920
$
158,815
$
157,496
0.25
%
0.26
%
0.38
%
$
87,106
$
117,171
$
91,134
0.27
%
0.37
%
1.61
%
72
Note J
Employee
Benefits and Stock Compensation
73
74
Option or
Aggregate
Number of
SSAR Price
Weighted Average
Intrinsic
Shares
Per Share
Exercise Price
Value
844,000
$
7.46 27.36
$
18.89
$
277,000
0
0
0
(71,000
)
8.79
8.79
(86,000
)
8.79
8.79
(76,000
)
17.08 26.72
22.26
611,000
7.46 27.36
21.06
$
0
0
0
0
0
0
0
0
0
0
(53,000
)
8.22 26.72
19.60
558,000
7.46 27.36
21.21
$
0
0
0
0
0
0
0
0
0
0
(11,000
)
7.46 26.72
11.88
547,000
17.08 27.36
21.39
$
0
Options / SSARs Outstanding
Options / SSARs Exercisable (Vested)
Weighted Average
Weighted
Weighted Average
Number of
Remaining
Number of
Average
Remaining
Aggregate
Shares
Contractual Life
Shares
Exercise
Contractual Life
Intrinsic
in Years
Exercisable
Price
in Years
Value
4.88
405,000
20.89
4.4
$0
Weighted
Weighted
Number of
Average
Remaining
Average
Non-Vested
Remaining
Weighted
Unrecognized
Remaining
Stock Options
Contractual Life
Average
Compensation
Recognition
In Years
Fair Value
Cost
Period in Years
6.14
4.41
$342,000
1.14
75
Number of
Non-Vested
Remaining
Weighted Average
Restricted Stock
Unrecognized
Remaining Recognition
Compensation Cost
Period in Years
$256,000
1.30
Note K
Lease
Commitments
(In thousands)
$
3,705
3,083
2,519
2,367
2,132
13,454
$
27,260
76
Note L
Income
Taxes
Year Ended December 31
2010
2009
2008
(In thousands)
$
29
$
812
$
(22,217
)
24
(4
)
(76
)
(29
)
(10,488
)
(246
)
(24
)
(2,145
)
439
$
$
(11,825
)
$
(22,100
)
Year Ended December 31
2010
2009
2008
(In thousands)
$
(11,622
)
$
(55,479
)
$
(23,694
)
17,435
(177
)
(168
)
(186
)
506
1,868
1,726
150
179
162
174
1,108
(471
)
(10,969
)
(35,057
)
(22,463
)
(1,666
)
(6,419
)
(5,213
)
(12,635
)
(41,476
)
(27,676
)
12,635
29,651
5,576
$
$
(11,825
)
$
(22,100
)
77
December 31
2010
2009
(In thousands)
$
15,304
$
18,329
4,690
557
386
386
351
311
41,277
31,416
7,961
7,038
1,034
1,201
437
194
71,440
59,432
(47,862
)
(35,227
)
23,578
24,205
(1,909
)
(2,386
)
(1,172
)
(1,557
)
(1,152
)
(1,262
)
(394
)
(159
)
(4,627
)
(5,364
)
$
18,951
$
18,841
78
Tax Year
2006
2007
79
Note M
Noninterest
Income and Expenses
Year Ended December 31
2010
2009
2008
(In thousands)
$
5,925
$
6,491
$
7,389
1,977
2,098
2,344
2,119
1,746
1,118
1,174
1,416
2,097
1,334
1,153
2,304
3,163
2,613
2,453
321
331
359
1,314
1,764
2,399
1,918
1,403
1,778
19,245
19,015
22,241
3,687
5,399
355
$
22,932
$
24,414
$
22,596
$
26,408
$
26,693
$
30,159
5,717
6,109
7,173
7,092
7,143
7,612
1,505
1,835
1,896
7,480
8,260
8,292
2,398
2,649
2,841
2,910
2,067
2,614
7,977
6,984
5,662
3,958
4,952
2,028
985
1,259
1,259
2,268
1,172
747
13,541
5,155
677
0
49,813
8,428
7,656
7,930
$
90,667
$
131,747
$
78,890
Note N
Shareholders
Equity
80
2.17
%
10 years
0.63
%
28
%
$
5.30
81
Minimum To Be Well
Minimum for Capital
Capitalized Under Prompt
Adequacy Purpose
Corrective Action Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in thousands)
$
221,130
17.84
%
$
99,140
³
8.00
%
N/A
N/A
205,364
16.57
49,570
³
4.00
%
N/A
N/A
205,364
10.25
80,092
³
4.00
%
N/A
N/A
$
214,075
15.16
%
$
112,896
³
8.00
%
N/A
N/A
194,044
13.75
56,448
³
4.00
%
N/A
N/A
194,044
8.88
87,355
³
4.00
%
N/A
N/A
$
201,699
16.29
%
$
99,008
³
8.00
%
$
123,761
³
10.00
%
185,953
15.02
49,504
³
4.00
%
74,256
³
6.00
%
185,953
9.29
80,024
³
4.00
%
100,030
³
5.00
%
$
201,837
14.31
%
$
112,755
³
8.00
%
$
140,944
³
10.00
%
183,878
13.04
56,377
³
4.00
%
84,566
³
6.00
%
183,878
8.43
87,283
³
4.00
%
109,104
³
5.00
%
82
(Parent Company Only) Financial Information
December 31
2010
2009
(In thousands)
$
17,944
$
7,834
3,629
5,230
200,498
193,329
10
135
$
222,081
$
206,528
LIABILITIES AND SHAREHOLDERS EQUITY
$
53,610
$
53,610
2,172
983
166,299
151,935
$
222,081
$
206,528
83
Year Ended December 31
2010
2009
2008
(In thousands)
$
$
$
6,813
12
12
108
12
12
6,921
1,187
1,365
2,614
879
521
697
(2,054
)
(1,874
)
3,610
656
1,121
(2,054
)
(1,218
)
4,731
(31,149
)
(145,468
)
(50,328
)
$
(33,203
)
$
(146,686
)
$
(45,597
)
84
Note P
Contingent
Liabilities and Commitments with Off-Balance Sheet
Risk
85
December 31
2010
2009
(In thousands)
$
90,437
$
97,262
2,686
3,370
59
432
86
Note Q
Supplemental
Disclosures for Consolidated Statements of Cash Flows
Year Ended December 31
2010
2009
2008
(In thousands)
$
(33,203
)
$
(146,686
)
$
(45,597
)
49,813
3,097
3,483
3,462
623
(1,353
)
(512
)
282
1,175
589
14,000
5,893
(6,933
)
1,495
31,680
124,767
88,634
(53
)
(13,087
)
(6,773
)
(3,687
)
(5,399
)
(355
)
(113
)
(73
)
(38
)
13,520
3,486
677
(31
)
841
(37
)
493
580
1,095
1,123
1,370
1,688
944
109
(313
)
3,822
(13,315
)
140
21,424
4,858
(17,204
)
(1,944
)
548
232
(1,201
)
(1,202
)
490
$
42,669
$
2,982
$
41,673
$
(279
)
$
(70
)
$
3,037
22,114
29,256
8,092
9,314
1,676
377
508
1,747
1,642
87
Note R
Fair
Value
Fair Value
Quoted Prices in
Significant Other
Significant Other
Measurements
Active Markets for
Observable
Unobservable
December 31, 2010
Identical Assets*
Inputs**
Inputs***
(Dollars in thousands)
$
435,140
$
$
435,140
$
12,519
12,519
49,317
13,862
35,455
25,697
1,971
23,726
Fair Value
Quoted Prices in
Significant Other
Significant Other
Measurements
Active Markets for
Observable
Unobservable
December 30, 2009
Identical Assets*
Inputs**
Inputs***
(Dollars in thousands)
$
393,648
$
$
393,648
$
18,412
9,314
9,098
39,103
4,466
34,637
25,385
2,838
22,547
1,682
1,682
*
Level 1 inputs
**
Level 2 inputs
***
Level 3 inputs
(1)
Fair value is measured on a nonrecurring basis in accordance
with the provisions of ASC 360.
(2)
See Note F. Nonrecurring fair value adjustments to loans
identified as impaired reflect full or partial write-downs that
are based on the loans observable market price or current
appraised value of the collateral in accordance with
ASC 310.
88
At December 31
2010
2009
Carrying
Fair
Carrying
Fair
Amount
Value
Amount
Value
(In thousands)
$
211,405
$
211,405
$
215,100
$
215,100
462,001
461,993
410,735
410,858
1,202,864
1,224,452
1,352,311
1,354,545
12,519
12,519
18,412
18,412
1,637,228
1,644,930
1,779,434
1,789,114
148,213
152,091
155,673
158,563
53,610
17,200
53,610
17,200
89
Note S
Earnings
Per Share
Year Ended December 31
Per Share
Net Loss
Shares
Amount
(Dollars in thousands, except per share data)
$
(36,951
)
76,561,692
$
(0.48
)
$
(150,434
)
31,733,260
$
(4.74
)
$
(45,712
)
18,997,757
$
(2.41
)
Note T
Accumulated
Other Comprehensive Income, Net
Income Tax
Pre-tax
(Expense)
After-tax
Amount
Benefit
Amount
(In thousands)
$
3,345
$
(1,286
)
$
2,059
2,287
(888
)
1,399
(2,362
)
912
(1,450
)
3,270
(1,262
)
2,008
2,560
(988
)
1,572
(2,845
)
1,098
(1,747
)
$
2,985
$
(1,152
)
$
1,833
90
NAME | INCORPORATED | |||
|
||||
1. |
Seacoast National Bank
|
United States | ||
|
||||
2. |
FNB Brokerage Services, Inc.
|
Florida | ||
|
||||
3. |
FNB Insurance Services, Inc (inactive)
|
Florida | ||
|
||||
4. |
South Branch Building, Inc
|
Florida | ||
|
||||
5. |
TCoast Holdings, LLC
|
Florida | ||
|
||||
6. |
BR West, LLC
|
Florida | ||
|
||||
7. |
TC Stuart, LLC
|
Florida | ||
|
||||
8. |
TC Property Venture, LLC
|
Florida | ||
|
||||
9. |
SBCF Capital Trust I
|
Delaware | ||
|
||||
10. |
SBCF Statutory Trust II
|
Connecticut | ||
|
||||
11. |
SBCF Statutory Trust III
|
Delaware | ||
|
||||
12. |
SBCF Capital Trust IV
|
Delaware | ||
|
||||
13. |
SBCF Capital Trust V
|
Delaware |
1. | I have reviewed this annual report on Form 10-K of Seacoast Banking Corporation of Florida; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Dennis S. Hudson, III | ||||
Dennis S. Hudson, III | ||||
Chairman & Chief Executive Officer |
1. | I have reviewed this annual report on Form 10-K of Seacoast Banking Corporation of Florida; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ William R. Hahl | ||||
William R. Hahl | ||||
Chief Financial Officer |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Dennis S. Hudson | ||||
Dennis S. Hudson, III | ||||
Chairman and Chief Executive Officer | ||||
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ William R. Hahl | ||||
William R. Hahl | ||||
Executive Vice President and
Chief Financial Officer |
||||
(a) | SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Seacoast Banking Corporation of Florida; | ||
(b) | Employee compensation plans that unnecessarily expose Seacoast Banking Corporation of Florida to risks; and | ||
(c) | Employee compensation plans that could encourage the manipulation of reported earnings of Seacoast Banking Corporation of Florida to enhance the compensation of an employee; |
Date: March 14, 2011 | /s/ Dennis S. Hudson, III | |||
Dennis S. Hudson, III | ||||
Chairman and Chief Executive Officer
(Principal Executive Officer) |
||||
(a) | SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Seacoast Banking Corporation of Florida; | ||
(b) | Employee compensation plans that unnecessarily expose Seacoast Banking Corporation of Florida to risks; and | ||
(c) | Employee compensation plans that could encourage the manipulation of reported earnings of Seacoast Banking Corporation of Florida to enhance the compensation of an employee; |
Date: March 14, 2011 | /s/ William R. Hahl | |||
William R. Hahl | ||||
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
||||