EX-10.1(G)



 





Exhibit 10.1(g)




VISION BANK, FSB

SALARY CONTINUATION AGREEMENT




          THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 14th day of July, 2004,
by and between VISION BANK, FSB, a savings association located in Panama City, Florida (the
“Company”), and J. DANIEL SIZEMORE (the “Executive”).




          The purpose of this Agreement is to provide specified benefits to the Executive, a member of a
select group of management or highly compensated employees who contribute materially to the
continued growth, development and future business success of the Company. This Agreement shall be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 (“ERISA”), as amended from time to time. The Company will pay the benefits from its
general assets.




          The Company and the Executive agree as provided herein.




Article I.

Definitions




          Whenever used in this Agreement, the following words and phrases shall have the meanings
specified:





	1.1	 	“Accrual Balance” means the liability that should be accrued by the Company, under
Generally Accepted Accounting Principles (“GAAP”), for the Company’s obligation to the
Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12
(“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”)
and the Discount Rate. Any one of a variety of amortization methods may be used to determine
the Accrual Balance. However, once chosen, the method must be consistently applied. The
Accrual Balance shall be reported by the Company to the Executive on Schedule A.
	 
	1.2	 	“Beneficiary” means each designated person, or the estate of the deceased Executive,
entitled to benefits, if any, upon the death of the Executive determined pursuant to Article
4.
	 
	1.3	 	“Beneficiary Designation Form” means the form established from time to time by the
Plan Administrator that the Executive completes, signs and returns to the Plan Administrator
to designate one or more Beneficiaries.
	 
	1.4	 	“Change of Control” shall mean a merger, consolidation or other corporate
reorganization involving the Holding Company or the Company in which the Holding Company or
the Company does not survive; (ii) the beneficial ownership of one person, related group of
persons, or groups of persons acting in concert, of as much as 35% of the outstanding voting
securities of the Holding Company or Bank; or (iii) such additional circumstances as may be
determined by the Board of Directors of the Company from time to time.




 









 












	1.5	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	1.6	 	“Constructive Termination of Employment” means the Executive experiences one of the
following:
	 
	 	 	(i)  Without the Executive’s express written consent, the assignment to the Executive of any
duties or responsibilities inconsistent with the Executive’s current positions, or a change
in the Executive’s reporting responsibilities, titles or offices; and/or
	 
	 	 	(ii)  A reduction by the Company in the Executive’s base salary.






	1.7	 	“Disability” shall mean the Executive’s physical or mental incapacity, as certified
by a physician that renders him incapable of performing (with reasonable accommodation) the
essential functions of the duties required by this Agreement for ninety (90) or more
consecutive days.






	1.8	 	“Discount Rate” means the rate used by the Plan Administrator for determining the
Accrual Balance. The initial Discount Rate is seven percent (7.0%). However, the Plan
Administrator, in its sole discretion, may adjust the Discount Rate to maintain the rate
within reasonable standards according to GAAP.






	1.9	 	“Voluntary Termination” means the Termination of Employment prior to Normal
Retirement Age for reasons other than death, Disability, Involuntary Termination, Constructive
Termination of Employment, Termination for Cause or following a Change of Control.






	1.10	 	“Voluntary Termination Date” means the month, day and year in which Voluntary
Termination occurs.






	1.11	 	“Effective Date” means April 1, 2004.






	1.12	 	“Final Pay” means the current base annual salary of the executive at Termination of
Employment.






	1.13	 	“Involuntary Termination of Employment” means the Executive is notified in writing by
the Company, that employment with the Company is terminated for reasons other than an approved
leave of absence, Voluntary Termination, Constructive Termination of Employment, or
Termination for Cause.






	1.14	 	“Normal Retirement Age” means the Executive’s 65th birthday.
	 
	1.15	 	“Normal Retirement Date” means the later of the Normal Retirement Age or Termination
of Employment.
	 
	1.16	 	“Plan Administrator” means the plan administrator described in Article 8.
	 
	1.17	 	“Plan Year” means each twelve-month period commencing on the Effective Date.




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	1.18	 	“Termination for Cause” has that meaning set forth in Article 5.






	1.19	 	“Termination of Employment” means that the Executive ceases to be employed by the
Company for any reason, voluntary or involuntary, other than by reason of a leave of absence
approved by the Company.
	 
	1.20	 	“Holding Company” means Vision Bancshares, Inc.





Article 2

Benefits During Lifetime





	2.1	 	Normal Retirement Benefit. Upon Termination of Employment on or after the Normal
Retirement Age for reasons other than death, the Company shall pay to the Executive the
benefit described in this Section 2.1 in lieu of any other benefit under this Article.






	 	2.1.1	 	Amount of Benefit. The annual benefit under this Section 2.1 is
thirty percent (30%) of Final Pay.
	 
	 	2.1.2	 	Payment of Benefit. The Company shall pay the annual benefit to the
Executive in twelve (12) equal monthly installments commencing on the first day of the
month following the Executive’s Normal Retirement Date. The annual benefit shall be
paid to the Executive for fifteen (15) years.






	2.2	 	Involuntary Termination Benefit. Upon Involuntary Termination, the Company shall pay
to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under
this Article.






	 	2.2.1	 	Amount of Benefit. The annual benefit under this Section 2.2 is the
Involuntary Termination Benefit set forth on Schedule A for the Plan Year during which
the Involuntary Termination Date occurs. This benefit is determined by vesting the
Executive in one hundred percent (100%) of the Accrual Balance.
	 
	 	2.2.2	 	Payment of Benefit. The Company shall pay the annual benefit to the
Executive in twelve (12) equal monthly installments commencing with the month following
Normal Retirement Age. The annual benefit shall be paid to the Executive for fifteen
(15) years.






	2.3	 	Voluntary Termination Benefit. Upon Voluntary Termination, the Company shall pay to
the Executive the benefit described in this Section 2.3 in lieu of any other benefit under
this Article.






	 	2.3.1	 	Amount of Benefit. The annual benefit under this Section 2.3 is the
Voluntary Termination Benefit set forth on Schedule A for the Plan Year during which
the Voluntary Termination Date occurs. This benefit is determined by vesting the
Executive in eighty percent (80%) of the Accrual Balance for the first Plan Year, and
an additional twenty percent (20%) of the Accrual Balance for each succeeding Plan Year
thereafter until the Executive becomes one hundred percent (100%) vested in the Accrual
Balance.




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	 	2.3.2	 	Payment of Benefit. The Company shall pay the annual benefit to the
Executive in twelve (12) equal monthly installments commencing with the month following
Normal Retirement Age. The annual benefit shall be paid to the Executive for fifteen
(15) years.






	2.4	 	Disability Benefit. Upon Termination of Employment due to Disability prior to Normal
Retirement Age, the Company shall pay to the Executive the benefit described in this Section
2.4 in lieu of any other benefit under this Article.






	 	2.4.1	 	Amount of Benefit. The annual benefit under this Section 2.4 is the
Disability Benefit set forth on Schedule A for the Plan Year during which the
Termination of Employment occurs. This benefit is determined by vesting the Executive
in one hundred percent (100%) of the Benefit Level.






	 	2.42	 	Payment of Benefit. The Company shall pay the annual benefit to the
Executive in twelve (12) equal monthly installments commencing with the month following
Normal Retirement Age. The annual benefit shall be paid to the Executive for fifteen
(15) years.






	2.5	 	Change of Control Benefit. Upon a Change of Control followed by the Executive’s
Involuntary Termination of Employment or Constructive Termination of Employment, the Company
shall pay to the Executive the benefit described in this Section 2.5 in lieu of any other
benefit under this Article.






	 	2.5.1	 	Amount of Benefit. The annual benefit under this Section 2.5 is the
Change of Control Benefit set forth on Schedule A for the Plan Year during which
Termination of Employment occurs. This benefit is determined by vesting the Executive
in one hundred percent (100%) of the Benefit Level.






	 	2.5.2	 	Payment of Benefit. The Company shall pay the annual benefit to the
Executive in twelve (12) equal monthly installments commencing with the month following
Normal Retirement Age. The annual benefit shall be paid to the Executive for fifteen
(15) years.





Article 3

Death Benefits





	3.1	 	Death During Active Service. If the Executive dies while in the active service of
the Company, the Company shall pay to the Beneficiary the benefit described in this Section
3.1. This benefit shall be paid in lieu of the benefits under Article 2.






	 	3.1.1	 	Amount of Benefit. The annual benefit under this Section 3.1 is
thirty percent (30%) of Final Pay.






	 	3.1.2	 	Payment of Benefit. The Company shall pay the annual benefit to the
Executive’s Beneficiary in twelve (12) equal monthly installments commencing on the
first day of the month following the Executive’s Normal Retirement Date. The annual
benefit shall be paid to the Executive for fifteen (15) years.




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	3.2	 	Death During Payment of a Benefit. If the Executive dies after any benefit payments
have commenced under Article 2 of this Agreement but before receiving all such payments, the
Company shall pay the remaining benefits to the Beneficiary at the same time and in the same
amounts they would have been paid to the Executive had the Executive survived.






	3.3	 	Death After Termination of Employment But Before Payment of a Benefit Commences. If
the Executive is entitled to any benefit payments under Article 2 of this Agreement, but dies
prior to the commencement of said benefit payments, the Company shall pay the same benefit
payments to the Beneficiary that the Executive was entitled to prior to death except that the
benefit payments shall commence on the first day of the month following the date of the
Executive’s death.





Article 4

Beneficiaries





	4.1	 	Beneficiary Designation. The Executive shall have the right, at any time, to
designate a Beneficiary(ies) to receive any benefits payable under this Agreement upon the
death of the Executive. The Beneficiary designated under this Agreement may be the same as or
different from the beneficiary designation under any other benefit plan of the Company in
which the Executive participates.






	4.2	 	Beneficiary Designation Change. The Executive shall designate a Beneficiary by
completing and signing the Beneficiary Designation Form, and delivering it to the Plan
Administrator or its designated agent. The Executive’s Beneficiary designation shall be
deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive
names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall
have the right to change a Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Plan Administrator’s rules and procedures,
as in effect from time to time. Upon the acceptance by the Plan Administrator of a new
Beneficiary Designation Form, all Beneficiary designations previously filed shall be
cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary
Designation Form filed by the Executive and accepted by the Plan Administrator prior to the
Executive’s death.






	4.3	 	Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received, accepted and acknowledged in writing by the Plan Administrator or
its designated agent.






	4.4	 	No Beneficiary Designation. If the Executive dies without a valid beneficiary
designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s
spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the
benefits shall be made to the personal representative of the Executive’s estate.






	4.5	 	Facility of Payment. If the Plan Administrator determines in its discretion that a
benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable
of handling the disposition of that person’s property, the Plan Administrator may direct




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	 	 	payment of such benefit to the guardian, legal representative or person having the care or
custody of such minor, incompetent person or incapable person. The Plan Administrator may
require proof of incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Any payment of a benefit shall be a payment for the account of
the Executive and the Executive’s Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Agreement for such payment amount.





Article 5

General Limitations





	5.1	 	Termination for Cause. Notwithstanding any provision of this Agreement to the
contrary, the Company shall not pay any benefit under this Agreement if the Company’s Board of
Directors terminates the Executive’s employment for:






	 	(a)	 	Gross negligence or gross neglect of duties to the Company;
	 
	 	(b)	 	Commission of a felony or of a gross misdemeanor involving moral turpitude;
	 
	 	(c)	 	Fraud or willful violation of any law or significant Company policy committed
in connection with the Executive’s employment and resulting in a material adverse
effect on the Company; or
	 
	 	(d)	 	Issuance of an order for removal of the Executive by the Company’s banking
regulators.






	5.2	 	Suicide or Misstatement. The Company shall not pay any benefit under this Agreement
if the Executive commits suicide within three (3) years after the Effective Date. In
addition, the Company shall not pay any benefit under this Agreement if the Executive has made
any material misstatement of fact on any application for life insurance owned by the Company
on the Executive’s life.






	5.3	 	Non-Competition and Non-Solicitation. In the event the Executive’s employment is
terminated pursuant to Section 2.3 of this Agreement, the Executive, for the period
immediately following the date of termination to the third anniversary of the date of
termination (the “Non-Competition Period”), will not, without the prior written approval of
the Company Board, directly or indirectly (i) own greater than 5% equity interest in any class
of stock of, or manage, operate, participate in, be employed by, perform consulting services
for, or otherwise be connected in any manner with any depository institution located within a
50-mile radius of Gulf Shares, Alabama which would be competitive with the business of the
Company at any time prior to the date the employment period would have expired had it not been
terminated earlier; (ii) solicit or induce any employee of the Company or the holding company
owning the Company to terminate such employment or to become employees of any other person or
entity; (iii) solicit any customer, supplier, contractual party of the Company, or holding
company owning the Company or any other persons with whom each of them has business relations
to cease doing business with the Company, the Company or the holding company owning the
Company; or (iv) in any way interfere with the relationship of the Company or holding company
owning the Company and any of their respective




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	 	 	employees, customers, suppliers, contractual parties or any other person with whom each
other has business relations. The Executive agrees that each of the covenants set forth
above are reasonable with respect to its duration, geographical area and scope. In the
event of a breach by the Executive of any covenant set forth above the term of such covenant
shall be extended by the period of the duration of such breach.





Article 6

Claims And Review Procedures





	6.1	 	Claims Procedure. An Executive or Beneficiary (“claimant”) who has not received
benefits under the Agreement that he or she believes should be paid shall make a claim for
such benefits as follows:






	 	6.1.1	 	Initiation – Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the benefits.
	 
	 	6.1.2	 	Timing of Plan Administrator Response. The Plan Administrator shall
respond to such claimant within 90 days after receiving the claim. If the Plan
Administrator determines that special circumstances require additional time for
processing the claim, the Plan Administrator can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the end of the
initial 90-day period, that an additional period is required. The notice of extension
must set forth the special circumstances and the date by which the Plan Administrator
expects to render its decision.
	 
	 	6.1.3	 	Notice of Decision. If the Plan Administrator denies part or all of
the claim, the Plan Administrator shall notify the claimant in writing of such denial.
The Plan Administrator shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:






	 	(a)	 	The specific reasons for the denial;
	 
	 	(b)	 	A reference to the specific provisions of the Agreement on which the denial is
based;
	 
	 	(c)	 	A description of any additional information or material necessary for the
claimant to perfect the claim and an explanation of why it is needed;
	 
	 	(d)	 	An explanation of the Agreement’s review procedures and the time limits
applicable to such procedures; and
	 
	 	(e)	 	A statement of the claimant’s right to bring a civil action under ERISA Section
502(a) following an adverse benefit determination on review.






	6.2	 	Review Procedure. If the Plan Administrator denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Plan Administrator of
the denial, as follows:






	 	6.2.1	 	Initiation – Written Request. To initiate the review, the claimant,
within 60 days after receiving the Plan Administrator’s notice of denial, must file
with the Plan Administrator a written request for review.




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	 	6.2.2	 	Additional Submissions – Information Access. The claimant shall then
have the opportunity to submit written comments, documents, records and other
information relating to the claim. The Plan Administrator shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable ERISA
regulations) to the claimant’s claim for benefits.
	 
	 	6.2.3	 	Considerations on Review. In considering the review, the Plan
Administrator shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.
	 
	 	6.2.4	 	Timing of Plan Administrator Response. The Plan Administrator shall
respond in writing to such claimant within 60 days after receiving the request for
review. If the Plan Administrator determines that special circumstances require
additional time for processing the claim, the Plan Administrator can extend the
response period by an additional 60 days by notifying the claimant in writing, prior to
the end of the initial 60-day period, that an additional period is required. The
notice of extension must set forth the special circumstances and the date by which the
Plan Administrator expects to render its decision.
	 
	 	6.2.5	 	Notice of Decision. The Plan Administrator shall notify the claimant
in writing of its decision on review. The Plan Administrator shall write the
notification in a manner calculated to be understood by the claimant. The notification
shall set forth:






	 	(a)	 	The specific reasons for the denial;
	 
	 	(b)	 	A reference to the specific provisions of the Agreement on which the denial is
based;
	 
	 	(c)	 	A statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the claimant’s
claim for benefits; and
	 
	 	(d)	 	A statement of the claimant’s right to bring a civil action under ERISA Section
502(a).





Article 7

Amendments and Termination




          This Agreement may be amended or terminated only by a written agreement signed by the Company
and the Executive. Provided, however, if the Company’s Board of Directors determines that the
Executive is no longer a member of a select group of management or highly compensated employees, as
that phrase applies to ERISA, for reasons other than death, Disability or retirement, the Company
may amend or terminate this Agreement. Upon such amendment or termination the Company shall pay
benefits to the Executive as if Early Termination occurred on the date of such amendment or
termination, regardless of whether Early Termination actually occurs.




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Article 8

Administration of Agreement





	8.1	 	Plan Administrator Duties. This Agreement shall be administered by a Plan
Administrator which shall consist of the Board, or such committee or person(s) as the Board
shall appoint. The Executive may be a member of the Plan Administrator. The Plan
Administrator shall also have the discretion and authority to (i) make, amend, interpret and
enforce all appropriate rules and regulations for the administration of this Agreement and
(ii) decide or resolve any and all questions including interpretations of this Agreement, as
may arise in connection with the Agreement.
	 
	8.2	 	Agents. In the administration of this Agreement, the Plan Administrator may employ
agents and delegate to them such administrative duties as it sees fit, (including acting
through a duly appointed representative), and may from time to time consult with counsel who
may be counsel to the Company.
	 
	8.3	 	Binding Effect of Decisions. The decision or action of the Plan Administrator with
respect to any question arising out of or in connection with the administration,
interpretation and application of the Agreement and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all persons having any interest in
the Agreement. No Executive or Beneficiary shall be deemed to have any right, vested or
nonvested, regarding the continued use of any previously adopted assumptions, including but
not limited to the Discount Rate.
	 
	8.4	 	Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the
members of the Plan Administrator against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this Agreement, except
in the case of willful misconduct by the Plan Administrator or any of its members.
	 
	8.5	 	Company Information. To enable the Plan Administrator to perform its functions, the
Company shall supply full and timely information to the Plan Administrator on all matters
relating to the date and circumstances of the retirement, Disability, death, or Termination of
Employment of the Executive and such other pertinent information as the Plan Administrator may
reasonably require.
	 
	8.6	 	Annual Statement. The Plan Administrator shall provide to the Executive, within 120
days after the end of each Plan Year, a statement setting forth the benefits payable under
this Agreement.





Article 9

Miscellaneous





	9.1	 	Binding Effect. This Agreement shall bind the Executive and the Company, and their
beneficiaries, survivors, executors, successors, administrators and transferees.
	 
	9.2	 	No Guarantee of Employment. This Agreement is not an employment policy or contract.
It does not give the Executive the right to remain an employee of the Company, nor does it
interfere with the Company’s right to discharge the Executive. It also does not require




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	 	 	the Executive to remain an employee nor interfere with the Executive’s right to terminate
employment at any time.
	 
	9.3	 	Non-Transferability. Benefits under this Agreement cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.
	 
	9.4	 	Tax Withholding. The Company shall withhold any taxes that, in its reasonable
judgment, are required to be withheld from the benefits provided under this Agreement. The
Executive acknowledges that the Company’s sole liability regarding taxes is to forward any
amounts withheld to the appropriate taxing authority(ies).
	 
	9.5	 	Applicable Law. The Agreement and all rights hereunder shall be governed by the laws
of the State of Florida, except to the extent preempted by the laws of the United States of
America.
	 
	9.6	 	Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors
of the Company for the payment of benefits under this Agreement. The benefits represent the
mere promise by the Company to pay such benefits. The rights to benefits are not subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general
asset of the Company to which the Executive and Beneficiary have no preferred or secured
claim.
	 
	9.7	 	Reorganization. The Company shall not merge or consolidate into or with another
company, or reorganize, or sell substantially all of its assets to another company, firm, or
person unless such succeeding or continuing company, firm, or person agrees to assume and
discharge the obligations of the Company under this Agreement. Upon the occurrence of such
event, the term “Company” as used in this Agreement shall be deemed to refer to the successor
or survivor company.
	 
	9.8	 	Entire Agreement. This Agreement constitutes the entire agreement between the
Company and the Executive as to the subject matter hereof. No rights are granted to the
Executive by virtue of this Agreement other than those specifically set forth herein.
	 
	9.9	 	Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement
requires, and the context will permit, the use of the masculine gender includes the feminine
and use of the singular includes the plural.
	 
	9.10	 	Alternative Action. In the event it shall become impossible for the Company or the
Plan Administrator to perform any act required by this Agreement, the Company or Plan
Administrator may in its discretion perform such alternative act as most nearly carries out
the intent and purpose of this Agreement and is in the best interests of the Company.
	 
	9.11	 	Headings. Article and section headings are for convenient reference only and shall
not control or affect the meaning or construction of any of its provisions.
	 
	9.12	 	Validity. In case any provision of this Agreement shall be illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts hereof, but
this




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	 	 	Agreement shall be construed and enforced as if such illegal and invalid provision has never
been inserted herein.
	 
	9.13	 	Notice. Any notice or filing required or permitted to be given to the Company or
Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered,
or sent by registered or certified mail, to the address below:




Vision Bank

PO Box 4649

Gulf Shores, AL 36547





	 	 	Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.
	 
	 	 	Any notice or filing required or permitted to be given to the Executive under this Agreement
shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known
address of the Executive.





          IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Company have
signed this Agreement.




	 	 	 	 	 	 	 	 	 	 	 
	EXECUTIVE:	 	 	 	COMPANY:	 	 	 	 	 	 
	 
	 	 	 	 	Vision Bank, FSB
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ J. Daniel Sizemore

	 	 	 	By
	 	/s/ J. Walter Ginn	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	J. Daniel Sizemore

	 	 	 	Title
	 	President	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






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