ex10_14.htm


    
      

    

    Exhibit
10.14

     

    ATLANTIC
COAST BANK

    DIRECTOR
EMERITUS PLAN

    


    


    The
Atlantic Coast Bank Director Emeritus Plan (the “Plan”) is hereby established
effective January 1, 2005.

    


    The
purpose of the Plan is to provide additional retirement benefits to three senior
members of the Board of Directors (the “Board”) of Atlantic Coast Bank (the
“Bank”), who expressed their interest in retiring from the Board in order to
facilitate the appointment of new directors and to recognize the significant and
valued contribution of those retiring board members.

    


    ARTICLE
I

    ELIGIBILITY
AND VESTING

    


    1.1           Eligibility.  Eligibility
for this Plan is limited to Messrs. Morris, McGahee and Hinson
(“Participants”).

    


    1.2           Vesting.  Participants
shall be 100% vested in their benefits under this Plan.  The Office of
Thrift Supervision has been informed about the Plan and has raised no objection
to its implementation.

    


    ARTICLE
II

    BENEFITS

    


    2.1           Retirement
Benefits.

    


    (a)           Upon
Separation from Service (as defined below), the Bank shall pay the Participant:
(1) a “Normal Retirement Benefit” of ten thousand dollars ($10,000) per year,
payable in monthly installments, for nine (9) years, commencing 30 days after
the date of the Participant’s Separation from Service; and (2) a “Special
Retirement Benefit” of ten thousand two hundred eight-eight dollars ($10,288)
per year, payable in annual installments for five (5) years (the “Benefit
Period”), commencing on June 1, 2006.

    


    (b)           “Separation
from Service” means the Participant’s retirement or termination from service
from the Board.  For these purposes, a Participant shall not be deemed
to have a Separation from Service until the Participant no longer serves on the
Board of the Bank, the Bank’s holding company, or any member of a controlled
group of corporations with the Bank or holding company within the meaning of
Final Treasury Regulation §1.409A-1(a)(3).  Whether a Participant has
had a Separation from Service shall be determined in accordance with the
requirements of Final Treasury Regulation 1.409A-1(h).

     

    2.2           Death
During Benefit Period.  If the
Participant dies within the Benefit Period, the remaining payments due to the
Participant shall continue be paid to the Participant’s “Beneficiary” (as
defined below) in the same time and form as payments were being made to the
Participant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Beneficiary”
means the person(s) designated by the Participant on the form set forth at
Appendix A to receive any death benefits hereunder.  If the
Participant has not designated a Beneficiary, the Participant’s spouse shall be
the Beneficiary. In the absence of any surviving Beneficiary or spouse, the
benefits shall be paid to the Participant’s estate.

    


    2.3           Additional
Retirement Benefits.

    


    (a)           Invitations to Bank Social
Events; Annual Report Disclosure.  Participants will be invited
to dinner meetings, Christmas parties, and other Bank social events such as
primetime dinners and bingo parties, and their Director Emeritus status will be
recognized at such events.  In addition, the Bank intends to include
the Participant’s Director Emeritus status in the Company’s annual
report.

     

    (b)           Attendance at Bank
Association Annual Meetings.  Participants will be reimbursed
for the reasonable cost of their attending the Community Bankers Association,
Georgia Bankers Association, or Florida Bankers Association annual
meeting.  Such reimbursements shall be paid not later than March 15 of
the year following the year in which the expenses were incurred.

     

    2.4           Tax
Withholding.  All benefits paid under this Plan shall be
subject to withholding in accordance with federal and state law.

    


    ARTICLE
III

    ADMINISTRATION;
CLAIMS PROCEDURES

    


    3.1           Plan
Administrator.  The Board of Directors of the Bank (the
“Board”) is hereby designated the Plan Administrator.

    


    3.2           Powers
of Plan Administrator. As Plan Administrator, the Board shall be
responsible for the management, control, interpretation and administration of
this Plan and may allocate to others certain aspects of the management and
operational responsibilities of the Plan including the employment of advisors
and the delegation of any ministerial duties to qualified
individuals.  All decisions of the Plan Administrator shall be final
and binding on all persons.

    


    3.3           Claims
Procedures.  Claims for benefits hereunder shall be submitted
to the President of the Bank, as agent for the Plan Administrator.  In
the event a claim for benefits is wholly or partially denied under this Plan,
the Participant or any other person claiming benefits under this Plan (a
“Claimant”), shall be given notice of the denial in writing within thirty (30)
calendar days after the Plan Administrator’s receipt of the
claim.  The Plan Administrator may extend this period for an
additional thirty (30) calendar days.  Any denial must specifically
set forth the reasons for the denial and any additional information necessary to
perfect the claim for benefits.  The Claimant shall have the right to
seek a review of the denial by filing a written request with the Plan
Administrator within sixty (60) calendar days after receipt of the initial
denial.  Such request may be supported by such documentation and
evidence deemed relevant by the Claimant.  Following receipt of this
information, the Plan Administrator shall make a final determination and notify
the Claimant within sixty (60) calendar days of the Plan Administrator’s receipt
of the request for review together with the specific reasons for the
decision.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      ARTICLE
IV

    

    AMENDMENT
AND TERMINATION

    


    4.1           Amendments.  The
Board may amend this Plan any time, but no such amendment shall affect the
rights of, or reduce the benefits to, any Participant without their written
consent.

    


    4.2           Termination.  The
Board may completely terminate the Plan.  Subject to the requirements
of Code Section 409A, in the event of complete termination with respect to such
benefits, the Plan shall cease to operate and the Bank shall pay out to each
Participant his benefit as of the effective date of the complete
termination.  Such complete termination of the Plan shall occur only
under the following circumstances and conditions:

    


    (a)           The
Board may terminate the Plan within 12 months of a corporate dissolution taxed
under Code section 331, or with approval of a bankruptcy court pursuant to 11
U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are
included in each Participant’s gross income in the latest of (i) the calendar
year in which the Plan terminates; (ii) the calendar year in which the amount is
no longer subject to a substantial risk of forfeiture; or (iii) the first
calendar year in which the payment is administratively practicable.

     

    (b)           The
Board may terminate the Plan within the 30 days preceding a Change in Control
(but not following a Change in Control), provided that the Plan shall only be
treated as terminated if all substantially similar arrangements sponsored by the
Bank are terminated so that the Participants and all participants under
substantially similar arrangements are required to receive all amounts of
compensation deferred under the terminated arrangements within 12 months of the
date of the termination of the arrangements.

     

    (c)           The
Board may terminate the Plan provided that (i) the termination and liquidation
does not occur proximate to a downturn in the financial health of the Bank or
Company, (ii) all arrangements sponsored by the Bank that would be aggregated
with this Plan under Final Regulations Section 1.409A-1(c) if the Participant
covered by this Plan was also covered by any of those other arrangements are
also terminated; (iii) no payments other than payments that would be payable
under the terms of the arrangement if the termination had not occurred are made
within 12 months of the termination of the arrangement; (iv) all payments are
made within 24 months of the termination of the arrangements; and (v) the Bank
does not adopt a new arrangement that would be aggregated with any terminated
arrangement under Final Regulations Section 1.409A-1(c) if the Participant
participated in both arrangements, at any time within three years following the
date of termination of the arrangement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           The
Board may terminate the Plan pursuant to such other terms and conditions as the
Internal Revenue Service may permit from time to time.

     

    
      ARTICLE
V

    

    
      UNFUNDED
ARRANGEMENT

    

    


    5.1           Unsecured
General Creditors.  The Participant and Beneficiaries are
general unsecured creditors of the Bank for the payment of benefits under this
Plan.  The benefits represent the mere promise by the Bank to pay such
benefits.  The benefits payable under this Plan are payable from the
general assets of the Bank and no special fund or arrangement is intended to be
established hereby nor shall the Bank be required to earmark, place in trust or
otherwise segregate assets with respect to this Plan or any benefits
hereunder.

    


    5.2           Rabbi
Trust.  The Bank shall be responsible for the payment of all
benefits provided under the Plan. At its discretion, the Bank may establish one
or more trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the Bank’s
creditors. To the extent any benefits provided under the Plan are actually paid
from any such trust, the Bank shall have no further obligation with respect
thereto, but to the extent not so paid, such benefits shall remain the
obligation of, and shall be paid by, the Bank.  Under no circumstances
shall a Participant serve as trustee or co-trustee of any trust established by
the Bank pursuant to this Plan.

    


    ARTICLE
VI

    MISCELLANEOUS

    


    6.1           Binding
Effect.  This Plan shall be binding upon the Bank, the Company
and their successors and assigns, and upon the Participants and the
Beneficiaries and legal representatives of the Participant.

    


    6.2           No
Assignment.  Neither the Participant nor any Beneficiary or
personal representative of the Participant can assign any of the rights to
benefits under this Plan.  Any attempt to anticipate, sell, transfer,
assign, pledge, encumber or change the Participant’s right to receive benefits
shall be void. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment by creditors.

    


    6.3           Choice
of Law.  This Plan shall be construed under and governed by the
laws of the State of Georgia, except to the extent preempted by the laws of the
United States of America.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.4           Payment
to Guardians.  If a Participant’s benefit is payable to a minor
or a person declared incompetent or to a person incapable of handling the
disposition of his property, the Plan Administrator may direct payment of such
Plan benefit to the guardian, legal representative or person having the care and
custody of such minor, incompetent or person. The Plan Administrator may require
proof of incompetency, minority, incapacity or guardianship as it may deem
appropriate prior to distribution of the Plan benefit. Such distribution shall
completely discharge the Plan Administrator and the Bank from all liability with
respect to such benefit.

    


    IN WITNESS WHEREOF, and the
Bank has caused this Plan to be executed by its duly authorized
officer.

    


    


    
      
        
          
            
              
                
                  
                    	 
      	 
      	
                            ATLANTIC
      COAST BANK

                          
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                            October 30, 2008

                          	 
      	
                            By:

                          	
                            /s/ Robert J. Larison,
  Jr.

                          
	 	 	 	Robert
      J. Larison, Jr. President and
	 	 	 	Chief
      Executive
Officer


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix A

    ATLANTIC
COAST BANK

    DIRECTOR
EMERITUS PLAN

    


    BENEFICIARY
DESIGNATION

    


    
      


      
        
          
            	
                    Name:

                  	
                      

                  


          

        

      

       
I hereby
designate the following Beneficiary(ies) to receive any guaranteed payments or
death benefits under such Plan, following my death:

    
      
         

        PRIMARY
BENEFICIARY:

        
          


          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Name:

                                          	 
      	
                                            %
      of Benefit:

                                          	 
      
	 	 	 	 
	
                                            Name:

                                          	 
      	
                                            %
      of Benefit:

                                          	 
      
	 	 	 	 
	
                                            Name:

                                          	 
      	
                                            %
      of Benefit:

                                          	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

        SECONDARY
BENEFICIARY (if all Primary Beneficiaries pre-decease the
Director):

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Name:

                                          	 
      	
                                            %
      of Benefit:

                                          	 
      
	 	 	 	 
	
                                            Name:

                                          	 
      	
                                            %
      of Benefit:

                                          	 
      
	 	 	 	 
	
                                            Name:

                                          	 
      	
                                            %
      of Benefit:

                                          	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

      

      This
Beneficiary Designation hereby revokes any prior Beneficiary Designation which
may have been in effect and this Beneficiary Designation is
revocable.

       

      
        


        
          
            
              
                	 
      	 
      	 
      	 
      
	
                        Date

                      	 
      	
                        Director