Choiceone Financial Services 10-K


EXHIBIT 10.5


 


               
    The following person has an Executive Employee Salary Continuation Agreement with the Corporation in the form
filed herewith with the name or amounts set forth below inserted in the blanks identified by the following column
headings.


 


	(i)	 	(ii)	 	(iii)	 
	Michael McHugh	 	 9,100	 	758.33	 







    	 



    	 



    




















EXECUTIVE EMPLOYEE SALARY

CONTINUATION AGREEMENT



for



(i)







    	 



    	 



    

 


TABLE OF CONTENTS


	 	PAGE
	SECTION 1	1
	 	DEFINITIONS	1
	 	 	1.1	Administrative Committee	1
	 	 	1.2	Age	1
	 	 	1.3	Change in Control	1
	 	 	1.4	Crediting Rate	2
	 	 	1.5	Disability	3
	 	 	1.6	Discharge for Cause	3
	 	 	1.7	Early Retirement Date	3
	 	 	1.8	Mortality Assumptions	4
	 	 	1.9	Normal Retirement Date	4
	 	 	1.9a	Specified Employee	4
	 	 	1.10	Termination of Employment	4
	 	 	1.11	Vesting	5
	SECTION 2	5
	 	ELIGIBILITY	5
	SECTION 3	5
	 	PAYMENT OF BENEFITS	5
	 	 	3.1	Benefits Upon Normal Retirement	5
	 	 	3.2	Benefits Upon Early Retirement	6
	 	 	3.3	Benefits Upon Late Retirement.	6
	 	 	3.4	Benefits Upon Disability.	6
	 	 	3.5	Other Terminations of Employment	7
	 	 	 	(a)	Voluntary Termination of Employment Prior to the Early	 
	 	 	 	 	Retirement Date or Discharge for Cause at any Time	7
	 	 	 	(b)	Involuntary Termination of Employment Prior to the Early	 
	 	 	 	 	Retirement Date Other Than Because of Death, Disability 	 
	 	 	 	 	or Discharge for Cause	7
	 	 	 	(c)	Termination of Employment At or After A Change in	 
	 	 	 	 	Ownership of Control	7
	 	 	3.6	Survivorship Benefits	8
	 	 	 	(a)	Prior to Commencement of Normal or Early Retirement	 
	 	 	 	 	Benefits	8
	 	 	 	(b)	After Commencement of Benefits	8
	 	 	3.7	Recipients of Payments: Designation of Beneficiary	8
	 	 	3.8	Restriction on Timing of Distributions	9
	 	 	3.9	Distributions Upon Income Inclusion Under Section 409A

of the Code	

9
	 	 	3.10	Change in Form or Timing of Distributions	9


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	SECTION 4	10
	 	ADDITIONAL CHANGE IN CONTROL PROVISIONS	10
	 	 	4.1	Application of Section	10
	 	 	4.2	Limit on Payments	10
	 	 	4.3	Determination by Experts	10
	SECTION 5	11
	 	ADMINISTRATION AND INTERPRETATION OF THIS AGREEMENT	11
	SECTION 6	11
	 	CLAIMS PROCEDURE	11
	SECTION 7	12
	 	REVIEW PROCEDURE	12
	 	 	7.1	 	12
	 	 	7.2	 	12
	SECTION 8	12
	 	LIFE INSURANCE AND FUNDING	12
	SECTION 9	13
	 	ASSIGNMENT OF BENEFITS	13
	SECTION 10	13
	 	EMPLOYMENT NOT GUARANTEED BY AGREEMENT	13
	SECTION 11	13
	 	TAXES	13
	SECTION 12	14
	 	AMENDMENT AND TERMINATION	14
	 	 	12.1	Amendments	14
	 	 	12.2	Plan Termination Generally	14
	 	 	12.3	Plan Terminations Under Section 409A	14
	SECTION 13	15
	 	CONSTRUCTION	15
	SECTION 14	15
	 	FORM OF COMMUNICATION	15
	SECTION 15	15
	 	CAPTIONS	15
	SECTION 16	16
	 	SEVERABILITY	16
	SECTION 17	16
	 	BINDING EFFECT	16
	SECTION 18	16
	 	COMPLIANCE WITH SECTION 409A	16
	 	 
	BENEFICIARY DESIGNATION	17


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EXECUTIVE EMPLOYEE SALARY CONTINUATION AGREEMENT

FOR


 


 


                 
  THIS AGREEMENT is made this ______ day of _____________, 1998, effective January 1, 1997, between Valley Ridge Bank,
a Michigan corporation (the "Company") and             (i)                   
(the "Participant").


 


                 
  WHEREAS, the Participant is an executive employee of the Company and as such has materially contributed to the Company's
position, and


 


                 
  WHEREAS the Company wishes to establish this Agreement for purposes of promoting in the Participant the strongest interest
in the successful operation of the Company and increased efficiency in his work and to provide the Participant benefits upon retirement,
death, disability or other termination of employment, in consideration of services to be performed after the date of this agreement
but prior to his retirement; and


 


                 
  WHEREAS, the Company also wishes to establish this Agreement to enhance its abilities to attract and retain highly qualified
executives and to enable those executives to perform their duties in the best interests of the Company and its shareholders in
the event of possible or threatened Change in Control of the Company without undue concern regarding the personal, financial interests
of such executives.


 


                 
  NOW THEREFORE, in consideration of the premises, the parties hereto agree as follows:


 


SECTION 1


 


DEFINITIONS


 





          1.1     
    Administrative Committee - "Administrative Committee" shall consist of all outside directors of the Bank's
Personnel Committee.


 


          1.2     
    Age - "Age" shall mean the age of the person as of the date of his last birthday.


 


          1.3     
    Change in Control - For purposes of this Agreement, a Change in Control of the Company shall have occurred
(i) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person,
other entity or group (other than the Company









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or any of its wholly owned subsidiaries), to acquire Voting Stock of the Company if (a) after giving effect to such offer
such corporation, person other entity or group would own twenty-five percent (25%) or more of the Voting Stock of the Company,
(b) there shall have been filed documents with the Securities and Exchange Commission ("SEC") in connection therewith (or,
if no such filling is required, public evidence that the offer has already commenced), and (c) such corporation, person, other
entity or group has secured all required regulatory approvals to own or control twenty-five percent (25%) or more of the Voting
Stock of the Company, (ii) if the shareholders of the Company approve a definitive agreement to merge or consolidate the Company
with or into another corporation in a transaction in which neither the Company nor any of its wholly owned subsidiaries will be
the surviving corporation, or to sell or otherwise dispose of all or substantially all of the Company's assets to any corporation,
person, other entity or group (other than the Company or any of its wholly owned subsidiaries), and such definitive agreement is
consummated; (iii) if any corporation, person, other entity or group (other than the Company of any of its wholly owned subsidiaries)
becomes the Beneficial Owner of stock representing twenty-five percent (25%) or more of the Voting Stock of the Company, or (iv) if
during any period of two (2) consecutive years Continuing Directors cease to comprise a majority of the Company's Board of
Directors. The term "Continuing Director" means (i) any member of the Board of Directors of the Company who was a member of
the Board of Directors of the Company at the beginning of any period of two (2) consecutive years, and (ii) any person
who subsequently becomes a member of the Board of Directors of the Company, if (a) such person's nomination for election or
election to the Board of Directors of the Company is recommended or approved by resolution of a majority of the Continuing Directors,
or (b) such person is included as a nominee in a proxy statement of the Company distributed when a majority of the Board of
Directors of the Company consists of Continuing Directors. For purposes of this Agreement, "Voting Stock" shall mean those shares
of the Company entitled to vote generally in the election of directors.


 


          1.4     
    Crediting Rate - "Crediting Rate" shall mean an annual rate of interest equal to 7.5%.


 


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          1.5     
    Disability - "Disability" shall mean, if the Participant is insured under the company long term disability
policy, the definition of total disability contained in the long term disability insurance policy. If the Participant is not insured
under such a policy, the board shall, in its complete and sole discretion, determine whether the Participant is disabled for the
purposes of this Agreement.


 


          1.6     
    Discharge for Cause - The Company may terminate the Participant's employment under this Agreement for
"Cause." A termination for Cause is a termination by reason of the Board's good faith determination that the Participant (i) is
incompetent or acted dishonestly or engaged in willful misconduct in the performance of his duties, (ii) breached a fiduciary
duty to the Company for personal profit to himself, (iii) intentionally failed to perform reasonably assigned duties, (iv) willfully
violated any law, rule or regulation (other than traffic violations or similar offenses) or any final cease and desist order, or
(v) materially breached this Agreement. No act, or failure to act, on the Participant's part shall be considered "willful"
unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure
to act was in the best interest of the Company. Notwithstanding the foregoing, (i) the Participant shall not be deemed to
have been terminated for Cause unless there shall have been delivered to the Participant a copy of a resolution duly adopted by
the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held
for the purpose (after reasonable notice to the Participant and an opportunity for the Participant, together with is counsel, to
be heard before the Board), finding that in the good faith opinion of the Board the Participant was guilty of conduct set forth
above in the second sentence of this Section and specifying the particulars thereof in detail, and (ii) in no event will the
Participant be subject to termination for Cause pursuant to clause (v) above unless the Participant shall have failed to cure,
correct or prevent the alleged breach within thirty days after such resolution has been delivered to the Participant.


 


          1.7     
    Early Retirement Date - "Early Retirement Date" shall mean the first day of the month following the month
in which a Participant reaches age 60.


 


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          1.8     
    Mortality Assumptions - "Mortality Assumptions" shall mean the life expectancy of a Participant, determined
by applying Commissioners Standard Ordinary Mortality Table 1980CSO.


 


          1.9     
    Normal Retirement Date - "Normal Retirement Date" shall mean the first day of the month following the
month in which a Participant reaches age 65.


 


          1.9a      
    Specified Employee - "Specified Employee" means a key employee (as defined in Section 416(i) of the Code
without regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded on an established securities
market or otherwise, as determined by the plan administrator based on the twelve (12) month period ending each December 31 (the
"identification period"). If the Participant is determined to be a Specified Employee for an identification period, the Participant
shall be treated as a Specified Employee for purposes of this Agreement during the twelve (12) month period that begins on the
first day of the fourth month following the close of the identification period.


 


          1.10.     
    Termination of Employment - "Termination of Employment" means the termination of the Participant's employment
with the Company for reasons other than death. Whether a Termination of Employment takes place is determined in accordance with
the requirements of Code Section 409A and related Treasury guidance or Regulations based on the facts and circumstances surrounding
the termination of the Participant's employment and whether the Company and the Participant intended for the Participant to provide
significant services for the Company following such termination. A Termination of Employment will not have occurred if


 


          (a)       
  the Participant continues to provide services as an employee of the Company at an annual rate that is twenty percent (20%)
or more of the services rendered, on average, during the immediately preceding three (3) full calendar years of employment (or,
if employed less than three (3) years, such lesser period) and the annual remuneration for such services is twenty percent (20%)
or more of the average annual remuneration earned during the final three (3) full calendar years of employment (or, if less, such
lesser period), or


 


          (b)       
  the Participant continues to provide services to the Company in a capacity other than as an employee of the Company at an
annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three (3)
full calendar years of employment (or if employed less than three (3) years, such lesser period)







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and the annual remuneration for such services is fifty percent (50%) or more of
the average annual remuneration earned during the final three (3) full calendar years of employment (or if less, such lesser period).


 


The Participant's employment relationship will be treated as continuing intact while
the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave of absence does
not exceed six (6) months, or if longer, so long as the Participant's right to reemployment with the Company is provided either
by statute or by contract. If the period of leave exceeds six (6) months and there is no right to reemployment, a Termination of
Employment will be deemed to have occurred as of the first date immediately following such six (6) month period.


 


          1.11     
    Vesting - For the purpose of this Agreement, vesting shall accrue to the Participant on a pro rata annual
basis commencing January 1, 1997. The Participant shall earn 20 percent vesting for each complete year under the Agreement. Regardless
of the number of years completed by the Participant, upon a Change in Control, the Participant shall become 100% vested in all
benefits under this Agreement.


 


SECTION 2


 


ELIGIBILITY


 





                 
  The Participant is eligible for the benefits provided herein in accordance with the terms of this Agreement upon the execution
hereof.


 


                 
  A Participant shall cease to be a Participant at Termination of Employment. However, the employment of a Participant shall
not be deemed to be terminated by reason of an approved leave of absence granted in accordance with uniform rules applied in a
non-discriminatory manner.


 


SECTION 3


 


PAYMENT OF BENEFITS


 


          3.1     
    Benefits Upon Normal Retirement.


 


                 
  Upon a Participant's Termination of Employment on or after the Normal Retirement Date, the Company shall pay to the Participant
the sum of $      (ii)       per year, payable in monthly installments
of $     (iii)        each, commencing on the first day of the
month coincident with or next








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following the date of Termination of Employment and continuing on the first day of each month thereafter for a period of 15 years,
but in any event until a minimum of 180 total monthly payments are made to the Participant or the Participant's beneficiary per
Section 3.6(b). At the sole discretion of the board of directors, the initial benefit may be increased in


subsequent years to offset
the effect of inflation.


 


          3.2     
    Benefits Upon Early Retirement.


 


                 
  Upon a Participant's Termination of Employment on or after reaching the Early Retirement Date but prior to the Normal Retirement
Date, the Participant will become 100% vested in the benefit described in Section 3.1. The Company shall pay the Participant the
sum of (ii) per year, payable in monthly installments of (iii) each, commencing on the Normal Retirement Date and continuing on
the first day of each month thereafter for a period of 15 years, but in any event until a minimum of 180 total monthly payments
are made to the Participant or the Participant's beneficiary per Section 3.6(b).


 


          3.3     
    Benefits Upon Late Retirement.


 


                 
  Upon a Participant's Termination of Employment after the Normal Retirement Date, the Company shall pay to the Participant
the normal retirement benefit described in Section 3.1 above, increased by .05 per year or .00416 for each month that the Participant's
Termination of Employment is deferred beyond the Normal Retirement Date, in equal monthly installments commencing on the first
day of the month coincident with or next following the date of Termination of Employment and continuing on the first day of each
month thereafter for the periods specified in Section 3.1.


 


          3.4     
    Benefits Upon Disability.


 


                 
  Upon a Participant's Termination of Employment prior to the Normal Retirement Date due to Disability, no separate provision
is made for a disability benefit under this Agreement. However, any such Participant shall be considered, notwithstanding such
Termination of Employment, to continue to be a Participant while disabled and for so long as the disability continues prior to
reaching the Early Retirement Date, such Participant's beneficiary shall receive the survivor's benefits described in Section 3.6(a).
In the event the Participant lives to the Early Retirement Date, the Participant shall be entitled to receive the early retirement
benefit described in Section 3.2.


 


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          3.5     
    Other Terminations of Employment.


 


          (a)       
  Voluntary Termination of Employment Prior to the Early Retirement Date or Discharge for Cause at any Time. Upon a
Participant's voluntary Termination of Employment prior to reaching the Early Retirement Date, for reasons other than death or
Disability, or upon the Participant's Discharge for Cause at any time, the Company shall pay the vested benefit to the Participant
pursuant to Schedule A attached to this Agreement in the form of an "Immediate Lump Sum Benefit", and the Participant shall have
no further right to receive any additional benefit hereunder.


 


          (b)       
  Involuntary Termination of Employment Prior to the Early Retirement Date Other Than Because of Death, Disability or Discharge
for Cause. Upon a Participant's involuntary Termination of Employment prior to reaching the Early Retirement Date, for reasons
other than death, disability or discharge for cause, the Participant shall become 100% vested and the Company shall pay to the
Participant as compensation for services rendered prior to such Termination of Employment the "Immediate Lump Sum Benefit" as defined
in Schedule A. For purposes of this subsection 3.5(b), the Participant shall be deemed to have incurred an Involuntary Termination
of Employment covered by this subsection if he quits employment as a result of the Company's significantly lessening either his
title, duties, responsibilities, compensation or altering his situs of employment, without his consent. His compensation shall
be deemed to be significantly lessened if any cutback is imposed except as a part of an overall cutback applied proportionately
to all of the Company's management employees or if the Participant fails to receive periodic increases substantially proportionate
to and coincident with the increase granted to management employees.


 


          (c)       
  Termination of Employment At or After A Change in Ownership of Control. If a Participant incurs an involuntary Termination
of Employment prior to reaching the Early Retirement Date, for reasons other than death, disability, or discharge for cause, but
on or after the occurrence of a Change in Control, or if in connection with such change in control, the Participant's title, duties,
responsibilities, or compensation is significantly lessened or his situs of employment is changed, without his consent, the Company
shall immediately pay to the Participant an amount equal to the sum of a) 100% of the Participant's gross annual salary for the
twelve-month period prior to Termination, and b) the "Immediate Lump Sum Benefit"


 




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on Schedule A. For purposes hereof, the standards set forth in subparagraph (b)
above with respect to what constitutes a significant lessening of compensation shall apply.


 


          3.6     
    Survivorship Benefits.


 


          (a)       
  Prior to Commencement of Normal or Early Retirement Benefits. If a Participant dies while in the service of the Company
or after a Termination of Employment due to Disability and while Disabled or after a Termination of Employment on or after the
Early Retirement Date, but prior to commencement of any benefit payments under this Agreement, the Company shall pay to the Participant's
beneficiary a survivor's benefit of 180 equal monthly installments of $______ commencing on the first day of the month after the
Participant's death and continuing on the first day of each month thereafter until all such payments are completed. In the event
a beneficiary dies before receiving all the survivor's benefit payments, the remaining payments shall be paid to the legal representatives
of the beneficiary's estate. Payment of the survivor's benefit shall relieve the Company of the obligation to pay any other benefit
which the Participant would have otherwise received, under the terms of this Agreement.


 


          (b)       
  After Commencement of Benefits. If a Participant dies after any benefit payments have commenced, but prior to receiving
all of the scheduled minimum number of monthly payments, the company shall pay the remaining monthly payment to the Participant's
beneficiary. In the event a beneficiary dies before receiving all of the remaining payments, the remaining payments shall be paid
to the legal representatives of the beneficiary's estate.


 


          3.7     
    Recipients of Payments: Designation of Beneficiary.


 


                 
  All payments to be made by the Company shall be made to the Participant, if living. In the event of a Participant's death
prior to the receipt of all benefit payments, all subsequent payments to be made under this Agreement shall be to the beneficiary
or beneficiaries of the Participant. The Participant shall designate a beneficiary by filing a written notice of such designation
with the Company in such form as the Company may prescribe. The Participant may revoke or modify said designation at any time by
a further written designation. The Participant's beneficiary designation shall be deemed automatically revoked in the event of
the death of the beneficiary, or if the beneficiary is the Participant's spouse, in the event of dissolution of marriage. If no
designation shall be in effect at the time of any benefits payable under this Agreement shall






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become due, the beneficiary shall be the spouse of the Participant, or if no spouse is then living, the legal representatives of
the Participant's estate.


 


          3.8     
    Restriction on Timing of Distributions.


 


                 
  Notwithstanding any provision of this Agreement to the contrary, if the Participant is considered a Specified Employee at
Termination of Employment, the provisions of this Section 3.8 shall govern all distributions hereunder. Benefit distributions
that are made due to a Termination of Employment occurring while the Participant is a Specified Employee shall not be made during
the first six (6) months following Termination of Employment. Rather, any distribution which would otherwise be paid to the Participant
during such period shall be accumulated and paid to the Participant in a lump sum on the first day of the seventh month following
the Termination of Employment. All subsequent distributions shall be paid in the manner specified.


 


          3.9     
    Distributions Upon Income Inclusion Under Section 409A of the Code.


 


                 
  If any amount is required to be included in income by the Participant prior to receipt due to a failure of this Agreement
to meet the requirements of Code Section 409A, the Participant may petition the plan administrator for a distribution of that portion
of the amount the Company has accrued with respect to the Company's obligations hereunder that is required to be included in the
Participant's income. Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Company shall distribute
to the Participant immediately available funds in an amount equal to the portion of the amount the Company has accrued with respect
to the Company's obligations hereunder required to be included in income as a result of the failure of this Agreement to meet the
requirements of Code Section 409A, within ninety (90) days of the date when the Participant's petition is granted. Such a distribution
shall affect and reduce the Participant's benefits to be paid under this Agreement.


 


          3.10     
    Change in Form or Timing of Distributions.


 


                 
  All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes:


 


          (a)       
  may not accelerate the time or schedule of any distribution, except as provided in Code Section 409A and the regulations
thereunder;


 


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          (b)       
  must, for benefits distributable under Sections 3.1, 3.2, 3.3, 3.5(a) and 3.5(b), delay the commencement


of distributions
for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and


 


          (c)       
  must take effect not less than twelve (12) months after the election is made.


  


SECTION 4


 


ADDITIONAL CHANGE IN CONTROL PROVISIONS


 


          4.1     
    Application of Section.


 


                 
  If the Participant receives payments under this Agreement that are contingent upon a Change in Control, as determined under
Section 280G of the Internal Revenue Code of 1986 (the "Code") and the regulations thereunder, then the provisions of this Section
4 shall apply.


 


          4.2     
    Limit on Payments.


 


                 
  If payments or benefits under this Agreement, after taking into account all other payments or benefits to which the Participant
is entitled from the Company, are expected to result in an excise tax on the Participant or the loss of certain tax deductions
by the Company by reason of Code Section 280G and 4999, then payments under this Agreement shall be reduced to an amount such that
all payments to the Participant from the Company, which are considered contingent upon the Change in Control, shall not exceed
2.99 times the Participant's Base Amount as defined in Code Section 280G.


 


          4.3     
    Determination by Experts.


 


                 
  If the Participant and the Company shall disagree as to whether a payment under this Agreement could result in the loss
of a deduction, the matter shall be resolved by an opinion of [the Company's law firm], or if [Company's law firm] is unable to
provide such an opinion, counsel selected by the Company, and agreed to by the Officer. Counsel's opinion need not be unqualified.
Counsel's opinion shall be based on determinations of the Base Amount and Excess Parachute Payments, as such terms are defined
by Section 280G of the Code or its successor, by [Consulting Firm], or if [Consulting Firm] is unable to make such determinations,
a consulting firm chosen by the Company and agreed to by the Officer. The Company shall pay the fees and expenses of such counsel
and consulting firm, and shall make available such information as may be reasonably requested by such counsel and consulting firm
to prepare the opinion. If the maximum amount








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payable to the Officer pursuant to this Section cannot be determined prior to the due date for such payment, the Company shall
pay on the due date the minimum amount which it in good faith determines to be payable, and shall pay the remaining amount as soon
as practicable after such remaining amount is determined.


 


SECTION 5


 


ADMINISTRATION AND INTERPRETATION OF THIS AGREEMENT


 


                 
  The Board of Directors shall appoint an Administrative Committee consisting of three (3) or more persons to administer and
interpret this Agreement. Interpretation by the Administrative Committee shall be final and binding upon a Participant. The Administrative
Committee may adopt rules and regulations relating to this Agreement as it may deem necessary or advisable for the administration
thereof.


 


SECTION 6


 


CLAIMS PROCEDURE


 








                 
  If the Participant or the Participant's beneficiary (hereinafter referred to as a "Claimant") is denied all or a portion
of an expected benefit under this Plan for any reason, he or she may file a claim with the Administrative Committee. The Administrative
Committee shall notify the Claimant within sixty (60) days of allowance or denial of the claim, unless the Claimant receives written
notice from the Administrative Committee prior to the end of the sixty (60) day period stating that special circumstances requires
an extension of the time for decision. The notice of the Administrative Committee's decision shall be in writing, sent by mail
to Claimant's last known address, and, if a denial of the claim, must contain the following information:


 


	 	(a)	the specific reasons for the denial;
	 	(b)	specific reference to pertinent provisions of the Plan on which the denial is based; and
	 	(c)	if applicable, a description of any additional information or material necessary to perfect the claim, an explanation of why such information or material is necessary, and an explanation of the claims review procedure.


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SECTION 7


 


REVIEW PROCEDURE


 





          7.1     
    A Claimant is entitled to request a review of any denial of his claim by the Administrative Committee. The request
for review must be submitted in writing within a sixty (60) day period, the claim will be deemed to be conclusively denied. The
Claimant or his representative shall be entitled to review all pertinent documents, and to submit issues and comments orally and
in writing.


 


          7.2     
    If the request for review by a Claimant concerns the interpretation and application of the provisions of the Agreement
and the Company's obligations, then the review shall be conducted by a separate committee consisting of three persons designated
or appointed by the Administrative Committee. The separate committee shall afford the Claimant a hearing and the opportunity to
review all pertinent documents and submit issues and comments orally and in writing and shall render a review decision in writing,
all within sixty (60) days after receipt of a request for a review, provided that, in special circumstances (such as the necessity
of holding a hearing) the committee may extend the time for decision by not more than sixty (60) days upon written notice to the
Claimant. The Claimant shall receive written notice of the separate committee's review decision, together with specific reasons
for the decision and reference to the pertinent provisions of this Agreement.


 


SECTION 8


 


LIFE INSURANCE AND FUNDING


 





                 
  The Company in its discretion may apply for and procure as owner and for its own benefit, insurance on the life of the Participant,
in such amounts and in such forms as the Company may choose. The Participant shall have no interest whatsoever in any such policy
or policies, but at the request of the Company he shall submit to medical examinations and supply such information and execute
such documents as may be required by the insurance company or companies to whom the Company has applied for insurance.


 


                 
  The rights of the Participant, or his beneficiary, or estate, to benefits under the Plan shall be solely those of an unsecured
creditor of the Company. Any insurance policy or other assets acquired by or held by the Company in connection with the liabilities
assumed by it pursuant to the








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Plan shall not be deemed to be held under any trust for the benefit of the Participant, his beneficiary, or his estate, or to be
security for the performance of the obligations of the Company but shall be, in remain, a general, unpledged, and unrestricted
asset of the Company.


 


                 
  If this Agreement is funded through insurance on the life of the Participant, then in the event of such Participant's death
during the first two (2) years after the effective date of this Agreement, and if such Participant's death was a result of suicide
or if such Participant made any material misstatement or failed to make a material disclosure of information in any documentation
which the Participant is requested to complete in connection with this Agreement, then no death benefits under the terms of this
Agreement will be payable, unless and to the extent that the Board of Directors of Company, in their absolute discretion, may otherwise
determine.


 


SECTION 9


 


ASSIGNMENT OF BENEFITS


 





                 
  Neither the Participant nor any other beneficiary under the Plan shall have any right to assign the right to receive any
benefits hereunder, and in the event of any attempted assignment or transfer, the Company shall have no further liability hereunder.


 


SECTION 10


  


EMPLOYMENT NOT GUARANTEED BY AGREEMENT


 





                 
  Neither this Agreement nor any action taken hereunder shall be construed as giving the Participant the right to be retained
as an Executive Employee or as an employee of the Company for any period.


 


SECTION 11


 


TAXES


 





                 
  The Company shall deduct from all payments made hereunder all applicable federal or state taxes required by law to be withheld
from such payments. In the event that the Company determines that benefits under the Plan are subject to FICA currently, the Company
shall withhold the Participant's portion of FICA from such other amounts payable to the Participant as the Company deems appropriate.


 


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SECTION 12


 


AMENDMENT AND TERMINATION


 


          12.1     
    Amendments.


 


                 
  The company may amend this Agreement unilaterally by written action; provided, however, that the Company may not reduce
or modify any benefit that is in pay status or any benefit that would become payable hereunder if the Participant was involuntarily
terminated under Section 3.5(b) hereof on the day prior to such action by the Board, without the prior written consent of the Participant.


 


          12.2     
    Plan Termination Generally.


 


                 
  The Company may terminate this Agreement unilaterally by written action. In the event that the Company terminates this Agreement,
the Participant will become 100% vested in the benefit described in Section 3.1 as of the date that the Company terminates this
Agreement. Except as provided in Section 12.3, the termination of this Agreement shall not cause a distribution of benefits under
this Agreement. Rather, after such termination, benefit distributions will be made at the earliest distribution event permitted
under Article 3.


 


          12.3     
    Plan Terminations Under Section 409A.


 


                 
  Notwithstanding anything to the contrary in Section 12.2, if this Agreement terminates in the following circumstances:


 


          (a)       
  Within thirty (30) days before or twelve (12) months after a change in the ownership or effective control of the Company,
or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(2)(A)(v) of the Code,
provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further
provided that all the Company's arrangements which are substantially similar to the Agreement are terminated so the Participant
and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated
arrangements within twelve (12) months of the such terminations;


 


          (b)       
  Upon the Company's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement
are included in the Participant's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the







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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 distribution is administratively practical; or


 


          (c)       
  Upon the Company's termination of this and all other non-account balance plans (as referenced in Section 409A of the Code
or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four
(24) months following such termination, and the Company does not adopt any new non-account balance plans for a minimum of five
(5) years following the date of such termination;


 


The Company may distribute the amount of the Participant's vested benefit to the
Participant in a lump sum subject to the above terms.


  


SECTION 13


 


CONSTRUCTION


 


                 
  This Agreement shall be construed according to the laws of the State of Michigan.


 


SECTION 14


 


FORM OF COMMUNICATION


 


                 
  Any election, application, claim, notice or other communication required or permitted to be made by the Participant to the
Company shall be made in writing and in such form as the Company shall prescribe. Such communication shall be effective upon mailing,
if sent by first-class mail, postage prepaid, and addressed to the Company's office at 6 Main Street, Kent City, Michigan 49330.


 


SECTION 15


 


CAPTIONS


 


                 
  The captions at the head of a section or a paragraph of this Agreement are designed for convenience of reference only and
are not to be resorted to for the purpose of interpreting any provision of this Agreement.


 


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SECTION 16


 


SEVERABILITY


 


                 
  The invalidity of any portion of this Agreement shall not invalidate the remainder thereof, and said remainder shall continue
in full force and effect.


 


SECTION 17


 


BINDING EFFECT


 


                 
  This Agreement shall be binding upon and shall inure to the benefit of the Company and the Participant, and each of their
successors, heirs, personal representatives and permitted assigns. No sale of substantially all of the Company's assets shall be
made without the buyer expressly assuming the obligation of this Agreement. The Company further agrees that it will not be a party
to any merger, consolidation or reorganization unless and until its obligations hereunder are expressly assumed by the successor
or successors.


 


SECTION 18


 


COMPLIANCE WITH SECTION 409A


 





                 
  This Agreement shall be interpreted and administered consistent with Code Section 409A.


 


                 
  IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first set forth above.


	 	By:	 
	 	 	 
	 	Its:	 
	 	 	 
	 	 	 	 


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BENEFICIARY DESIGNATION NOTICE


 


VALLEY RIDGE BANK


 


To the Plan Administrator of ______________________ Executive Salary Continuation
Agreement:


Pursuant to the Provisions of my Executive Salary Continuation Agreement with __________________________
permitting the designation of a beneficiary or beneficiaries by the participant, I hereby designate the following persons and entities
as primary and secondary beneficiaries of any benefit under said Agreement payable by reason of my death.


 


	Primary Beneficiary:	 	 
	Name	Address	Relationship
	 	 	 
	 	 	 
	 	 	 


  


	Secondary (Contingent) Beneficiary:	 
	Name	Address	Relationship
	 	 	 
	 	 	 
	 	 	 


 


THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION IS HEREBY RESERVED. ALL
PRIOR DESIGNATIONS, IF ANY, OF BENEFICIARIES AND SECONDARY BENEFICIARIES ARE HEREBY REVOKED.


The Plan Administrator shall pay all sums payable under this Agreement by reason
of my death to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary shall survive me, then to the Secondary
Beneficiary, and if no named beneficiary survives me, then the Plan Administrator shall pay all amounts in accordance with the
terms of the Executive Salary Continuation Agreement. In the event that a named beneficiary survives me and dies prior to receiving
the entire benefit payable under said Agreement, then and in that event, the remaining unpaid benefit, payable according to the
terms of the Agreement, shall be payable to the personal representatives of the estate of said deceased beneficiary, who survives
me, but die prior to receiving the total benefit.


 


	 	 
	Date of Designation	 	Signature of Executive


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