Exhibit 10.7
AMENDED AND RESTATED
EXECUTIVE STOCK OWNERSHIP PLAN AGREEMENT
THIS AGREEMENT made and entered into this _____ day of March, 2003, as
an amendment and restatement of Agreement dated March 28, 2002, by and between:
CITIZENS FIRST BANCORP, INC.,
a Delaware corporation,
"Company",
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and
XXXXXXXX X. XXXXXXXX,
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"Xxxxxxxx".
W I T N E S S E T H T H A T:
WHEREAS, Company and its wholly owned subsidiary, Citizens First
Savings Bank, "Bank," believe that it is in Company's best interest to align the
financial interests of all employees of Company and Bank, including Xxxxxxxx,
with the financial interests of Company's shareholders;
WHEREAS, Xxxxxxxx has been excluded as a participant under Bank's
Employee Stock Ownership Plan (the "ESOP"), thereby increasing the number of
Company shares to be allocated annually among the other employees of Company and
Bank;
WHEREAS, Company wishes to provide to Xxxxxxxx the stock benefits he
would have received under the ESOP, and to do so without the limitations on the
amount of Xxxxxxxx'x compensation that may be taken into account;
NOW THEREFORE it is hereby agreed that:
1. Establishment of Account. Company shall establish a bookkeeping
account in the name of Xxxxxxxx (the "Account") to which it shall credit
deferred compensation units ("Units") on the terms and conditions set forth
herein.
2. Number of Units; Timing of Crediting of Units.
(a) The number of Units to be credited to the Account shall be the
number of common shares of Company that would have been allocated to
Xxxxxxxx under the Citizens First Savings Bank Employee Stock Ownership
Plan (the "ESOP") if he were a participant thereof commencing as of
March 7, 2001, rounded to the nearest whole number of shares; provided
that in computing the number of shares which would have been allocated
under the ESOP (1) the limitations on Annual Additions and the
limitations of Code Section 401(a)(17) shall be disregarded; and (2)
"Compensation" shall mean Xxxxxxxx'x wages for the applicable year from
Company and Bank within the meaning of Internal Revenue Code ("Code")
Section 3401(a) (for purposes of income tax withholding at the source)
but determined without regard to any rules that limit the remuneration
included in wages based on the nature or location of the employment or
the services performed, plus all amounts which are contributed by
Xxxxxxxx pursuant to a salary reduction agreement which are not
includable in the gross income of Xxxxxxxx under Code Section 125,
132(F)(4), and 402(e)(3), plus all amounts electively deferred by
Xxxxxxxx under all non-qualified plans maintained by Company and/or
Bank.
(b) Company shall credit to the Account the number of Units determined
pursuant to subsection (a) above (the "Yearly Credited Units") at the
later of (i) March 31 of each year with regard to the prior year ended
December 31, or (ii) ten days after the date the allocation report for
participants under the ESOP is delivered to the ESOP Trustee with
regard to such prior year (the later of (i) or (ii) will be referred to
herein as the "Yearly Credit Date").
3. Adjustments to Account; Dividends. During the term of this Agreement
the number of Units credited to the Account shall be adjusted to reflect stock
splits (if any) or other changes in the capital structure of Company, so that
the number of Units credited to the Account is equal to the number of common
shares of Company a participant in the ESOP would have allocated to his ESOP
account at any time, assuming the same number of shares had been allocated to
his ESOP account. In the event dividends are declared on the common shares of
Company, additional Units shall be credited to the Account, on the same date as
dividends are paid in cash to Company's other stockholders, equal to the amount
of the dividend per share times the number of Units credited to the Account on
the dividend payment date divided by the
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closing price of the common shares on the public exchange on which the shares
primarily trade (currently NASDAQ) as of the dividend payment date; provided
that additional Units shall also be credited to the Account on each Yearly
Credit Date to reflect dividends attributable to the Yearly Credited Units in
accordance with the foregoing formula for all dividends paid by Company after
the December 31 immediately preceding such Yearly Credit Date and on or before
such Yearly Credit Date.
4. Vesting. One hundred percent of the Account shall be vested and
non-forfeitable on the occurrence of any of the following dates or events:
a) January 31, 2007;
b) Xxxxxxxx'x death;
c) Xxxxxxxx'x Disability;
d) In the event of a "Change in Control" as defined in Employment
Agreement dated February 1, 2002 between Xxxxxxxx and Company.
As used herein Disability means a determination by, evidenced by written
documentation from, a licensed medical doctor or doctor of osteopathy selected
by Company's Compensation Committee, of Xxxxxxxx'x inability to perform the
normal functions of his position.
5. Terminating Events. The following events are "Terminating Events":
a) Xxxxxxxx'x death.
b) Xxxxxxxx'x retirement.
c) Xxxxxxxx'x termination of employment with Company or Bank.
d) Termination of this Agreement by action of Company's Board of
Directors on or after the date Xxxxxxxx'x interest in this
Agreement becomes completely vested pursuant to Paragraph 4.
6. Maximum Shares of Common Stock Subject to Plan. The maximum number
of shares of Common Stock which may be credited under the Plan shall be 30,000
shares in the aggregate of common stock of Company. If Units are forfeited or
cancelled, the number
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of shares of Common stock underlying any such Units shall again become available
for credit of Units under the Plan, unless the Plan shall have been terminated.
7. Payment of Benefits. Subject to the remainder of this Section 7, the
Company agrees to distribute to Xxxxxxxx the number of common shares of the
Company stock equal to the number of Units credited to the Account and vested
pursuant to Paragraph 4 as of the date of a Terminating Event. Subject to the
remainder of this Section 7, distribution shall be made sixty days after the
Terminating Event. Notwithstanding the foregoing, unless and until this
Agreement is approved by Company's stockholders, in no event will any common
shares be distributed to Xxxxxxxx pursuant to this Agreement if, and to the
extent that, the sum of (A) the total number of common shares previously
distributed to Xxxxxxxx pursuant to this Agreement plus (B) the total number of
common shares previously distributed to directors and officers of the Company
under any other stock option, purchase plan or other arrangement that has not
been approved by Company's stockholders (except broadly based plans or
arrangements including other employees) exceeds 25,000 common shares.
8. Beneficiary. Xxxxxxxx may designate one or more beneficiaries to
whom distributions otherwise due shall be made in the event of his death.
Xxxxxxxx shall have the right to change the designated beneficiary(ies) from
time to time; provided, however that any change shall not become effective until
received in writing by Company.
9. Successors. This Agreement shall be binding on the Company's assigns
and successors.
10. Non-Alienation. No right or benefit under this Agreement shall be
subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or
charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber,
or charge the same shall be void. No right or benefit hereunder shall in any
manner be subject to the debts, contracts, liabilities or torts of the parties.
If Xxxxxxxx should become bankrupt or attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge any right or benefit hereunder, then such
right or benefit shall, in the discretion of Company, cease, and in such event,
Company may hold or apply the same or any
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part thereof for the benefit of Xxxxxxxx or his beneficiary, spouse or children,
in such manner and in such a proportion as Company may deem proper.
11. Limitations. Nothing in this Agreement shall be construed
to:
a) Xxxxx Xxxxxxxx any rights whatsoever with respect to shares of
common stock of Bank or Company;
b) Limit in any way the right of Company or Bank to terminate
Xxxxxxxx'x employment with Company or Bank at any time; or
c) Be evidence of any agreement or understanding, express or
implied, that Company or Bank will employ Xxxxxxxx in any
particular position or at any particular rate of remuneration or
for any particular period of time.
12. Funding of Payment Obligation. The obligation of Company to make
payments pursuant to this Agreement shall constitute an unsecured obligation of
Company. Company may establish a bookkeeping reserve or any other funding medium
(including obtaining one or more insurance policies) to cover its obligation to
make payments and distributions contemplated under this Agreement, but amounts
designated in such bookkeeping reserve or contained in any such funding medium
as are established, shall remain solely those of Company and shall be subject to
the claims of the creditors of Company until actually paid pursuant to the terms
hereof. If Company chooses to obtain one or more insurance policies to fund its
payment obligation hereunder, Xxxxxxxx will cooperate in furnishing such
information and/or submitting to such physical examinations as may be necessary
to obtain such insurance.
13. Rights as a Shareholder. Xxxxxxxx will not have any rights of a
Company shareholder with respect to the Units in the Account (although Xxxxxxxx
will have the right to receive dividend equivalents as provided in Section 3
above). In order to fund its obligations under this Agreement, Company may issue
Common Stock in the name of the trustee of any grantor trust maintained or
established by Company for this purpose (any such trust(s) together, the
"Trust"). Other than dividend rights, the trustee will have all of the rights of
a Company
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shareholder, including voting rights. Any Common Stock deposited in such Trust
will be subject to Company's general creditors, including, without limitation,
if Company becomes insolvent or has a receiver or a trustee appointed for its
assets or becomes involved in a bankruptcy or similar proceeding. Any such Trust
and any assets held in such Trust will conform to the terms of the model trust,
as described in Rev. Proc. 92-64.
14. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Michigan applicable to agreements made
and to be performed therein.
15. Severability. In the event any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof shall not in any way be affected or impaired
thereby.
16. Amendment. Subject to any limitations under securities laws or the
rules, regulations and guidelines of Nasdaq or any exchange on which Company's
Common Stock is traded, the Plan may be amended by the mutual written agreement
of Company and Xxxxxxxx.
IN WITNESS WHEREOF, the parties hereby have executed this Amended and
Restated Executive Stock Ownership Plan Agreement as of the day and year first
above written.
CITIZENS FIRST BANCORP, INC.
By_________________________
Its______________________
___________________________
Xxxxxxxx X. Xxxxxxxx
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