EXHIBIT 10(1)
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THIRD AMENDMENT TO THE
CITY SAVINGS FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN AND
TRUST AGREEMENT
(EFFECTIVE JANUARY 1, 2001)
Pursuant to rights reserved under Section 9.1 of the City Savings Financial
Corporation Employee Stock Ownership Plan and Trust Agreement (the "Plan"), City
Savings Bank (the "Bank") hereby amends the Plan, effective January 1, 2004, as
follows:
1. Section 1.5 of the Plan is amended and restated to provide, in its
entirety, as follows:
Section 1.5. "Bank" shall mean City Savings Bank and any successor
thereto.
2. Section 6.3 of the Plan is amended and restated to provide, in its
entirety, as follows:
Section 6.3. Vesting. Any Participant whose employment with the
Companies is terminated as set forth in Section 6.2 shall be entitled to a
percentage (as determined below) of the entire balance credited to his
Company Contributions Account as of the Valuation Date coincidental with or
immediately following the date of termination of his employment. The
percentage of his Company Contributions Account to which a terminated
Participant is entitled shall be determined on the basis of his Period of
Service on such date of termination of employment completed after December
31, 1999, as follows:
Period of Service Vested Percentage
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Less than five (5) years 0
Five (5) years of more 100%
Notwithstanding anything contained herein to the contrary, a Participant's
Company Contribution Account shall also become fully vested upon a change in
control (as defined below) of the Holding Company or the Bank but only if the
Participant is employed by the Company immediately prior to the change in
control. For purposes of this Section, the term "change in control" shall mean a
change in control of the Holding Company or the Bank, within the meaning of 12
C.F.R. ss. 574.4(a) (other than a change resulting from a trustee or other
fiduciary holding shares of Stock under an employee benefit plan of a Company.
Any portion of the terminated Participant's Company Contributions Account which
is not vested shall be treated as
a forfeiture; provided, however, that such forfeiture shall not be allocated to
the other Plan Participants until the first (1st) to occur of the following:
(a) that Participant's consecutive One Year Service Breaks are at least
five (5);
(b) that Participant's death; or
(c) the date on which the Participant receives or is deemed to receive his
Company Contribution Account;
provided, further, that if that Participant is reemployed prior to his
completion of five (5) consecutive One Year Service Breaks, the forfeited amount
shall be reinstated as the beginning balance of that Participant's Company
Contribution Account. A Participant whose vested percentage of his Company
Contributions Account is zero (0) at the date of his termination of employment
shall be deemed to have received a distribution upon his termination of
employment.
In the case of any Participant whose consecutive One Year Service Breaks is
at least five (5) years, that Participant' s pre-break service shall count in
vesting of his post-break Company Contributions Account balance only if either:
(a) that Participant has any nonforfeitable interest in his Company
Contributions Account balance at the time of his separation from
service with the Companies; or
(d) upon returning to service with a Company his consecutive One Year
Service Breaks are less than five (5) or, if greater, less than his
Period of Service completed prior to his first One Year Service Break.
In the case of any Participant whose consecutive One Year Service Breaks
are at least five (5) years, all service after such One Year Service Breaks
shall be disregarded for the purpose of vesting the Company Contributions
Account balance that accrued before such One Year Service Breaks.
Separate sub-accounts shall be maintained for that Participant's pre-break
and post-break Company Contributions Account. Both sub-accounts shall share in
the earnings and losses of the Fund.
Any Participant whose employment with the Companies is terminated because
of his Total Disability shall be entitled to his entire Company Contributions
Account balance and shall also be entitled to receive any Company contributions
to which he is entitled pursuant to Section 4.2 for the Plan Year in which his
employment is so terminated.
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This Third Amendment has been executed this 12th day of January, 2005.
CITY SAVINGS BANK
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Its: President and C.E.O.
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