PERFORMANCE COMPENSATION PLAN OF CARVER BANCORP, INC. INCENTIVE AWARD AGREEMENT
PERFORMANCE
COMPENSATION PLAN OF XXXXXX BANCORP, INC.
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Name
of Participant
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Social
Security Number
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Street
Address
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City
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State
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ZIP
Code
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This
Incentive Award Agreement (“Agreement”) is intended to set forth the terms and
conditions on which a Incentive Award, consisting of certain cash payments,
has
been granted under the Performance Compensation Plan of Xxxxxx Bancorp, Inc.
(“Plan”). Set forth below are the specific terms and conditions
applicable to this Incentive Award. Attached as Exhibit A is a copy
of the Plan.
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Incentive
Award Terms
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Grant
Date:
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Amount
of Incentive Award ($):
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Vesting
Dates:*
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*Subject
to adjustment as provided in the Plan. The Committee may, in its sole
discretion, accelerate the vesting of the Incentive
Award.
By
signing where indicated below, Xxxxxx Bancorp, Inc. grants this Incentive Award
upon the terms and conditions specified in this Agreement, and the Participant
acknowledges receipt of this Agreement, including Exhibit A, and agrees to
observe and be bound by the terms and conditions set forth herein.
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XXXXXX
BANCORP, INC.
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PARTICIPANT
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By:
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Name:
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Name:
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Title:
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Instructions:
this page should be completed by or on behalf of the Committee. Any
blank space intentionally left blank should be crossed out.
1
EXHIBIT
A
PERFORMANCE
COMPENSATION PLAN
OF
XXXXXX
BANCORP, INC.
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1.
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General
Purpose of Plan.
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The
purpose of the Performance Compensation Plan of Xxxxxx Bancorp, Inc. (the
“Plan”) is to promote the growth and profitability of Xxxxxx Bancorp, Inc., (the
“Company”) and any of its respective Affiliates (collectively, the “Employer”)
to provide certain key officers of the Employer with an incentive to achieve
business objectives, and to attract and retain individuals of outstanding
competence.
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2.
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Terms
of the Plan
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Capitalized
terms will be defined in the Xxxxxx Bancorp, Inc. 2006 Stock Incentive Plan,
as
in effect from time to time, (the “Stock Plan”) unless otherwise
indicated.
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3.
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Eligibility.
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For
each
fiscal year of the Company (“Plan Year”), beginning with the fiscal year
beginning on April 1, 2005 and ending on March 31, 2006, the Compensation
Committee of the Company (the “Committee”) shall designate certain officers or
employees of the Employer (“Eligible Employees”) who may be eligible to be
considered for an Incentive Payment (as described below) under this Plan. The
Eligible Employees for the first Plan Year are set forth in Appendix A to this
Plan, and such individuals shall continue to be Eligible Employees for
subsequent Plan Years unless the Committee shall determine
otherwise. An individual who is an Eligible Employee for a Plan Year
or Plan Years may be excluded from participation in subsequent years at the
discretion of the Committee.
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4.
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Administration.
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(a) The
Plan shall be administered by the Committee.
(b) Subject
to the terms and conditions of the Plan and such limitations as may be imposed
from time to time by the Board of Directors of the Company, the Committee shall
be responsible for the overall management and administration of the Plan and
shall have such authority as shall be necessary or appropriate in order to
carry
out its responsibilities, including, without limitation, the
authority:
(i) to
interpret and construe the Plan and to determine all questions that may arise
under the Plan as to eligibility for participation in the Plan;
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(ii) to
adopt rules and regulations and to prescribe forms for the operation and
administration of the Plan; and
(iii) to
take any other action not inconsistent with the provisions of the Plan that
it
may deem necessary or appropriate.
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5.
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Incentive
Payments.
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The
Committee shall determine, in its sole discretion, whether a payment will be
awarded to a Participant in any Plan Year. The amount, if any,
awarded to each Eligible Employee for a Plan Year (the “Incentive Payment”)
shall be credited to a memorandum account maintained by the Company for the
benefit of such person (the cumulative amount of an Eligible Employee’s
Incentive Payments are referred to herein as the Eligible Employee’s “Account
Balance”). No interest or accruals, of any kind, will be
paid or credited to any Account Balance.
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6.
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Vesting.
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Subject
to the forfeiture provisions in this Section 6, each Incentive Payment shall,
as
long as the Eligible Employee continues to be employed by an Employer, vest
20%
each year on the specified vesting date, until 100% vested on the specified
vesting date of the fifth year following the Plan Year earned. If the
Eligible Employee’s employment with the Employer terminates, there shall be no
further increase in the Eligible Employee’s vesting percentage and any portion
of the Eligible Employee’s Incentive Payment that are not vested shall be
forfeited upon such termination. Notwithstanding the foregoing, (a)
the Account Balance shall become fully vested at the effective time of the
consummation of a Change in Control (as defined in the Stock Plan) as long
as
the Employee is employed on such effective date and (b) the Account Balance
shall become fully vested if the Eligible Employee’s employment with an Employer
terminates by reason of death or by reason of Disability of the Eligible
Employee. The Committee may accelerate vesting at any
time.
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7.
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Payment.
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As
described in Section 6, in the event of termination due to death, Disability,
or
a Change in Control, the vested Account Balance shall be paid to the Eligible
Employee within 30 days following the termination of the Eligible Employee’s
employment with the Employer by whom the Eligible Employee is
employed. Notwithstanding anything in the Plan to the contrary, all
vested portions under the Plan shall be paid in cash, subject to applicable
withholding taxes, as soon as practicable following the specified vesting date
but in no event later than 15th day of
the third
month of the year immediately following the Plan Year.
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8.
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Amendment
and Termination.
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The
Board
may amend, suspend or terminate the Plan in whole or in part at any time by
giving written notice of such amendment, suspension or termination to the
Committee.
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9.
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Miscellaneous.
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(a) Status
as an Employee Benefit Plan. This Plan is not intended to
satisfy the requirements for qualification under Section 401(a) of the Code
or
to satisfy the definitional requirements for an “employee benefit plan” under
Section 3(3) of ERISA. It is intended to be a non-qualified incentive
compensation program that is exempt from the regulatory requirements of
ERISA. The Plan shall be construed and administered so as to
effectuate this intent.
(b) Compliance
with Section 409A of the Code. To the extent that the Plan, the Incentive
Award Agreement and/or any Incentive Payments granted or awarded under the
Plan
are construed to be non-qualified
deferred compensation plans described in Section 409A of the Code, the Plan,
the
Incentive Award Agreement and any Incentive Payments as applicable, shall be
operated, administered and construed so as to comply with the requirements
of
Section 409A of the Code. The Plan, the Incentive Award Agreement and
any Incentive Payments shall be subject to amendment, with or without
advance notice to the Eligible Employees and on a prospective or retroactive
basis, including, but not limited to, amendment in a manner that adversely
affects the rights of the Eligible Employees to the extent necessary to effect
compliance with Section 409A of the Code.
(c) No
Right to Continued Employment. Neither the establishment of the Plan nor
any provisions of the Plan nor any action of the Board or the Committee with
respect to the Plan shall be held or construed to confer upon any Eligible
Employee any right to a continuation of his or her position as an employee
of
the Employer. The Employer reserves the right to dismiss any Eligible
Employee or otherwise deal with any Eligible Employee to the same extent as
though the Plan had not been adopted.
(d) Construction
of Language. Whenever appropriate in the Plan, words used in the
singular may be read in the plural, words used in the plural may be read in
the
singular, and words importing the masculine gender may be read as referring
equally to the feminine or the neuter. Any reference to a section number shall
refer to a section of this Plan unless otherwise indicated.
(e) Governing
Law. The Plan shall be construed, administered and enforced
according in the laws of the State of New York without giving effect to the
conflict of laws principles thereof, except to the extent that such laws are
preempted by federal law.
(f) Headings. The
headings of sections are included solely for convenience of reference. If there
is any conflict between such headings and the text of the Plan, the text shall
control.
(g) Taxes. The
Employer shall have the right to deduct from all amounts paid by the Employer
as
an Incentive Payment under the Plan any taxes required by law to be withheld
with respect to such award.
(h) Notices. Any
communication required or permitted to be given under the Plan, including any
notice, direction, designation, comment, instruction, objection or waiver,
shall
be in writing and shall be deemed to have been given at such time as it is
delivered personally or five days after mailing if mailed, postage prepaid,
by
registered or certified mail, return receipt requested, addressed to such party
at the address listed below, or at such other address as one such party may
by
written notice specify to the other party:
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(i)
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If
to the Committee:
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Xxxxxx
Bancorp, Inc.
00
Xxxx
000xx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Human Resources Department
(ii) If
to an Eligible Employee, to the Eligible Employee’s address as shown in the
Employer’s records.
IN
WITNESS WHEREOF, the Company adopts this Plan and causes this instrument to
be
executed as of December 14, 2006.
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XXXXXX
BANCORP, INC.
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By:
/s/ Xxxxxxxx X. Xxxxxxx
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Name:
Xxxxxxxx X. Xxxxxxx
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Title:
SVP & Chief Human Resources
Officer
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5
Appendix
A
Eligible
Employees for the first Plan Year are:
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Xxxxx
X. Xxxxx
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Xxxxxxxxx Xxxxxxxxx
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Xxxxxxxxx Xxxxx
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Xxxxxx Xxxxx
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Xxxxxxxxx Xxxxx
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Xxxx Xxxxx
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§
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Xxxxx Xxxxxx
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§
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Xxxxxxx Xxxxx
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§
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Xxxx Xxxxxxx
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§
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Xxxxxxxx Xxxxxxx
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§
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Xxxxxxxx
X. Xxxxxxx
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Xxxxx Xxxxxxxxxx
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§
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Xxxxx Xxxxxxx
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§
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Xxxxxxx
X. Xxxxxxx
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§
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Xxx Xxxx
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§
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Xxxxxxxxx Xxxxx
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§
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Xxxxxxx Xxxxxxxx
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§
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Xxxxxxx
X. Xxxxxx
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Such
individuals shall continue to be Eligible Employees for subsequent Plan Years
unless the Committee shall determine otherwise. An individual who is
an Eligible Employee for a Plan Year or Plan Years may be excluded from
participation in subsequent years at the discretion of the
Committee.
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