EXECUTIVE INCENTIVE RETIREMENT PLAN AGREEMENT
THIS AGREEMENT, made and entered into this _______ day of __________,
20____, by and between Gloucester County Federal Savings Bank, a Bank organized
and existing under the laws of the United States (hereinafter referred to as the
"Bank"), and ____________________ an Executive of the Bank (hereinafter referred
to as the "Executive");
WHEREAS, the Bank and the Executive wish to enter into an agreement
relating to the Executive's services to the Bank upon the terms and conditions
herein set forth;
WHEREAS, it is the intent of the parties hereto that this Executive
Incentive Retirement Plan Agreement (hereinafter referred to as the "Executive
Plan") be considered an unfunded arrangement maintained primarily to provide
supplemental retirement benefits to the Executive, and be considered a
non-qualified benefit plan for purposes of the Employee Retirement Security Act
of 1974, as amended ("ERISA"). The Executive is fully advised of the Bank's
financial status; and
NOW, THEREFORE, in consideration of the payments herein provided and of
the mutual agreements contained herein, the parties hereto agree as follows:
I. EXECUTIVE'S SERVICES
So long as the Executive shall continue to be an officer of the Bank
the Executive shall devote the Executive's best efforts to the
performance of the Executive's duties as an officer of the Bank.
II. AWARD
The Award covered under this Agreement shall be the Award(s) paid to
the Executive for the Executive's services as determined in the sole
discretion of the Board of the Bank based upon the criteria attached
hereto as Exhibit "A" and fully incorporated herein by reference. Said
criteria in Exhibit "A" may be modified by the Board in its sole
discretion at any time. The Award(s) deferred under this Agreement
shall be credited to the Executive in the manner and by the terms and
conditions specified in Paragraph IV.
III. VESTING
The Executive shall be vested in each Award individually at a rate of
twenty percent (20%) per full year of employment with the Bank from the
date of each such Award. On and subsequent to the Executive attaining
age sixty-five (65) while in the continuous employ of the Bank, the
Executive shall be one hundred percent (100%) vested in any and all
Awards to said date.
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IV. CREDITS TO INCENTIVE RETIREMENT PLAN ACCOUNT
The Bank shall establish a bookkeeping account for the Executive
(hereinafter referred to as the "Executive Incentive Retirement Plan
Account"), which shall be credited on the dates such Award(s) as
defined in Paragraph II are granted.
V. INTEREST ON THE INCENTIVE RETIREMENT PLAN ACCOUNT
The Executive Incentive Retirement Plan Account shall be credited with
an amount that is in addition to the Award(s) credited under Paragraph
IV. Such amount shall be determined by multiplying the balance of the
Executive's Account by a rate of interest equal to the New York average
prime lending rate for each year as quoted in the Wall Street Journal.
Such rate shall be adjusted annually. Such amount shall be credited as
long as there is a balance in the Executive's Incentive Retirement Plan
Account and shall be credited on December 31 of each year.
VI. NATURE OF THE INCENTIVE RETIREMENT PLAN ACCOUNT
The Executive Incentive Retirement Plan Account shall be utilized
solely as a device for the measurement and determination of the amount
of Incentive Retirement Plan to be paid to the Executive at the times
hereinafter specified and the Bank shall not segregate any of its
assets in order to satisfy any obligations under this Agreement. The
Executive Incentive Retirement Plan Account shall not constitute or be
treated as a trust fund of any kind. On the contrary, it is understood
that all amounts credited to the Executive Incentive Retirement Plan
Account shall be for the sole purpose of bookkeeping and remain the
sole property of the Bank, and that the Executive shall have no
ownership rights of any nature with respect thereto. The Executive's
rights are limited to the right to receive payments as hereinafter
provided, and the Executive's position with respect thereto is that of
a general unsecured creditor of the Bank.
VII. PAYMENT OF EXECUTIVE'S DEFERRED COMPENSATION
Subject to Paragraph XIII, the amounts in the Executive Incentive
Retirement Plan Account shall be paid in equal annual installments for
fifteen (15) years, or in a lump sum, as elected by the Executive at
least one (1) year prior to being eligible to receive said benefits. If
no such election is made, said amount shall be paid for fifteen (15)
years as set forth in this Agreement. The amount payable shall be the
balance of the Executive's Incentive Retirement Plan Account as defined
in Paragraph VI, including all interest credited as of the date of
retirement, pursuant to Paragraph V. Said installment payments of
deferred amounts or said lump sum shall commence on the first day of
the calendar month following the end of the Executive's term of office
due to retirement, resignation,
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removal, failure to be reelected or the Executive's sixty-fifth (65th)
birthday, whichever event last occurs.
VIII. DEATH OF EXECUTIVE PRIOR TO TERMINATION OF SERVICE OR COMMENCEMENT OF
PAYMENTS
In the event of the death of the Executive prior to termination of
service or commencement of payments, the Executive's vested percentage
of the account balance on the date of death shall be paid in a lump sum
to such individual(s) or entity(ies) as the Executive may have
designated in writing and filed with the Bank. Said amount shall be
paid on the first day of the second month following the decease of the
Executive. In the event no designation is made, the Executive's vested
percentage of the account balance on the date of death shall be paid,
in a lump sum, as set forth herein to the duly qualified executor or
administrator of the Executive's estate, provided however if no such
executor or administrator is appointed, the Bank shall not paid said
lump sum until said appointment.
IX. DEATH OF EXECUTIVE SUBSEQUENT TO COMMENCEMENT OF PAYMENTS
In the event of the death of the Executive after commencement of
payments but prior to the Executive receiving all payments due the
Executive under this Agreement, the remaining vested percentage of the
account balance on the date of death shall be paid in a lump sum, on
the first day of the second month following the decease of the
Executive, to such individual(s) or entity(ies) as the Executive may
have designated in writing and filed with the Bank. In the event no
designation is made, the Executive's vested percentage of the account
balance on the date of death shall be paid, in a lump sum, as set forth
herein to the duly qualified executor or administrator of the
Executive's estate, provided however if no such executor or
administrator is appointed, the Bank shall not pay said lump sum until
said appointment.
X. RESTRICTIONS UPON FUNDING
The Bank shall have no obligation to set aside, earmark or entrust any
fund or money with which to pay its obligations under this Executive
Plan. The Executives, their beneficiary(ies), or any successor in
interest shall be and remain simply a general creditor of the Bank in
the same manner as any other creditor having a general claim for
matured and unpaid compensation.
The Bank reserves the absolute right, at its sole discretion, to either
fund the obligations undertaken by this Executive Plan or to refrain
from funding the same and to determine the extent, nature and method of
such funding. Should the Bank elect to fund this Executive Plan, in
whole or in part, through the purchase of life insurance, mutual funds,
disability policies or annuities, the Bank reserves the
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absolute right, in its sole discretion, to terminate such funding at
any time, in whole or in part. At no time shall any Executive be
deemed to have any lien, right, title or interest in any specific
funding investment or to any assets of the Bank.
For any Executive who begins employment with the Bank subsequent to the
Effective Date of this Agreement, if the Bank elects to invest in a
life insurance, disability or annuity policy upon the life of the
Executive, then the Executive shall assist the Bank by freely
submitting to a physical exam and supplying such additional information
necessary to obtain such insurance or annuities.
XI. MISCELLANEOUS
A. Alienability and Assignment Prohibition:
---------------------------------------
Neither the Executive, nor the Executive's surviving spouse,
nor any other beneficiary(ies) under this Executive Plan shall
have any power or right to transfer, assign, anticipate,
hypothecate, mortgage, commute, modify or otherwise encumber
in advance any of the benefits payable hereunder nor shall any
of said benefits be subject to seizure for the payment of any
debts, judgments, alimony or separate maintenance owed by the
Executive or the Executive's beneficiary(ies), nor be
transferable by operation of law in the event of Bankruptcy,
insolvency or otherwise. In the event the Executive or any
beneficiary attempts assignment, commutation, hypothecation,
transfer or disposal of the benefits hereunder, the Bank's.
obligations and liabilities pursuant to this agreement shall
forthwith cease and terminate.
B. Binding Obligation of the Bank and any Successor in Interest:
------------------------------------------------------------
The Bank shall not merge or consolidate into or with another
Bank or sell substantially all of its assets to another Bank,
firm or person until such Bank, firm or person expressly
agrees, in writing, to assume and discharge the duties and
obligations of the Bank under this Executive Plan. This
Executive Plan shall be binding upon the parties hereto, their
successors, beneficiaries, heirs and personal representatives.
C. Amendment or Revocation:
-----------------------
It is agreed by and between the parties hereto that this
Executive Incentive Retirement Plan Agreement may be amended
or revoked at any time or times, in whole or in part, by the
Bank in its sole discretion. Upon a change of control as set
forth in Paragraph XIII herein, it is agreed by and between
the parties hereto that this Executive Incentive retirement
plan agreement may be amended or revoked any time or times, in
whole or in
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part, only by the mutual written consent of the Executive and
the Bank.
D. Gender:
------
Whenever in this Executive Plan words are used in the
masculine or neuter gender, they shall be read and construed
as in the masculine, feminine or neuter gender, whenever they
should so apply.
E. Effect on Other Bank Benefit Plans:
----------------------------------
Nothing contained in this Executive Plan shall affect the
right of the Executive to participate in or be covered by any
qualified or non-qualified pension, profit-sharing, group,
bonus or other supplemental compensation or fringe benefit
plan constituting a part of the Bank's existing or future
compensation structure.
F. Headings:
--------
Headings and subheadings in this Executive Plan are inserted
for reference and convenience only and shall not be deemed a
part of this Executive Plan.
G. Applicable Law:
--------------
The validity and interpretation of this Agreement shall be
governed by the laws of the State of New Jersey.
H. 12 U.S.C. 4 1828(k):
-------------------
Any payments made to the Executive pursuant to this Executive
Plan, or otherwise, are subject to and conditioned upon their
compliance with 12 U.S.C. ss. 1828(k) or any regulations
promulgated thereunder.
I. Partial Invalidity:
------------------
If any term, provision, covenant, or condition of this
Executive Plan is determined by an arbitrator or a court, as
the case may be, to be invalid, void, or unenforceable, such
determination shall not render any other term, provision,
covenant, or condition invalid, void, or unenforceable, and
the Executive Plan shall remain in full force and effect
notwithstanding such partial invalidity.
J. Employment:
----------
No provision of this Agreement shall be deemed to restrict or
limit any existing employment agreement by and between the
Bank and the
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Executive, nor shall any conditions herein create specific
employment rights to the Executive nor limit the right of
the Employer to discharge the Executive with or without
cause. In a similar fashion, no provision shall limit the
Executive's rights to voluntarily sever his or her
employment at any time.
XII. ERISA PROVISION
A. Named Fiduciary and Plan Administrator:
--------------------------------------
The "Named Fiduciary and Plan Administrator" of this Executive
Plan shall be Gloucester County Federal Savings Bank until its
resignation or removal by the Board. As Named Fiduciary and
Plan Administrator, the Bank shall be responsible for the
management, control and administration of the Executive Plan.
The Named Fiduciary may delegate to others certain aspects of
the management and operation responsibilities of the Executive
Plan including the employment of advisors and the delegation
of ministerial duties to qualified individuals.
B. Claims Procedure and Arbitration:
--------------------------------
In the event a dispute arises over benefits under this
Executive Plan and benefits are not paid to the Executive (or
to the Executive's beneficiary(ies) in the case of the
Executive's death) and such claimants feel they are entitled
to receive such benefits, then a written claim must be made
to, the Named Fiduciary and Plan Administrator named above
within sixty (60) days from the date payments are refused. The
Named Fiduciary and Plan Administrator shall review the
written claim and if the claim is denied, in whole or in part,
it shall provide in writing within sixty (60) days of receipt
of such claim its specific reasons for such denial, reference
to the provisions of this Executive Plan upon which the denial
is based and any additional material or information necessary
to perfect the claim. Such written notice shall further
indicate the additional steps to be taken by claimants if a
further review of the claim denial is desired. A claim shall
be deemed denied if the Named Fiduciary and Plan Administrator
fail to take any action within the aforesaid sixty-day period.
If claimants desire a second review they shall notify the
Named Fiduciary and Plan Administrator in writing within sixty
(60) days of the first claim denial. Claimants may review this
Executive Plan or any documents relating thereto and submit
any written issues and comments they may feel appropriate. The
Named Fiduciary and Plan Administrator shall then review the
second claim and provide a written decision within sixty (60)
days of receipt of such claim. This decision shall likewise
state the specific reasons for the decision and shall include
reference to specific
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provisions of the Plan Agreement upon which the decision is
based.
If claimants continue to dispute the benefit denial based upon
completed performance of this Executive Plan or the meaning
and effect of the terms and conditions thereof, then claimants
may submit the dispute to an arbitrator for final arbitration
within six (6) months from the actual or calculated date of
the final written review. The arbitrator shall be selected by
mutual agreement of the Bank and the claimants. The arbitrator
shall operate under any generally recognized set of
arbitration rules. The parties hereto agree that unless
otherwise agreed by mutual written consent of both parties,
there shall be no other alternative dispute resolution in law
or equity other than binding arbitration and they and their
heirs, personal representatives, successors and assigns shall
be bound by the decision of such arbitrator with respect to
any controversy properly submitted for determination. The
arbitrator shall determine any award of attorney's fees or
other costs of arbitration to the prevailing party.
C. Where a dispute arises as to the Bank's discharge of the
Executive "for cause", such dispute shall likewise be
submitted to arbitration as above described and the parties
hereto agree to be bound by the decision thereunder. A
determination by an arbitrator that a discharge or non
reelection was not "for cause" shall govern the parties solely
as to payment of benefits and shall not entitle the Executive
to be reinstated or re-elected to office.
XIII. CHANGE OF CONTROL
Change of control shall be deemed, to be the cumulative
transfer of more than fifty percent (50%) of the voting stock
of the Bank from the date of this agreement. For the purposes
of this agreement, transfers made on account of deaths or
gifts, transfers between family members or transfers to a
qualified retirement plan maintained by the Bank, shall not be
considered in determining whether there has been a change in
control
XIV. DISCHARGE OR NON RE-ELECTION FOR CAUSE
In the event the Executive shall be discharged or not
re-elected for cause at any time, all benefits provided herein
shall be forfeited. The term "for cause" shall mean any of the
following that result in an adverse effect on the Bank: (i)
negligence or neglect; (ii) the commission of a felony,
disorderly persons offense or misdemeanor involving moral
turpitude, fraud or dishonesty; (iii) the willful violation of
any law, rule or regulation (other than a traffic violation or
similar offense); (iv) an intentional failure to perform
stated duties;, or (v) a breach of fiduciary duty involving
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personal profit. If a dispute arises as to payment of benefits
premised upon whether a discharge or non re-election is "for
cause," such dispute shall be resolved by arbitration as set
forth in PARAGRAPH XII (B). A determination by an arbitrator
that a discharge or non re-election was not "for cause" shall
govern the parties solely as to the payment of benefits
hereunder and shall not entitle the Executive to be reinstated
or re-elected to office.
XV. EFFECTIVE DATE
The Effective date of this Agreement shall be January 1, 20____.
IN WTTNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof on the first day
set forth hereinabove, and that, upon execution, each has received a conforming
copy.
GLOUCESTER COUNTY FEDERAL SAVINGS BANK
Xxxxxx, New Jersey
_____________________________ By:___________________________________
Attest
----------------------------- --------------------------------------
Witness Executive
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BENEFICIARY DESIGNATION FORM
FOR THE EXECUTIVE INCENTIVE RETIREMENT
PLAN AGREEMENT
I. PRIMARY DESIGNATION
-------------------
(You may refer to the beneficiary designation information prior to
completion.)
A. Person(s) as a Primary Designation:
----------------------------------
(Please indicate the percentage for each beneficiary.)
Name______________________ Relationship______________ /_______________%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship______________ /_______________%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship______________ /_______________%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship______________ /_______________%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
B. Estate as a Primary Designation:
-------------------------------
My Primary Beneficiary is The Estate of _______________________________
as set forth in the last will and testament dated the ________ day
of ________________________, _______ and any codicils thereto.
C. Trust as a Primary Designation:
------------------------------
Name of the Trust: ____________________________________________________
Execution Date of the Trust: _______/_______/_______
Name of the Trustee: __________________________________________________
Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
_______________________________________________________________________
_______________________________________________________________________
Is this an Irrevocable Life Insurance Trust? _______Yes _______ No
(If yes and this designation is for a Split Dollar agreement, an
Assignment of Rights form should be completed.)
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II. SECONDARY (CONTINGENT) DESIGNATION
A. Person(s) as a Secondary (Contingent) Designation:
-------------------------------------------------
(Please indicate the percentage for each beneficiary.)
Name______________________ Relationship______________ /_______________%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship______________ /_______________%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship______________ /_______________%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
Name______________________ Relationship______________ /_______________%
Address:_______________________________________________________________
(Street) (City) (State) (Zip)
B. Estate as a Secondary (Contingent) esignation:
---------------------------------------------
My Secondar Beneficiary is The Estate of ______________________________
as set forth in the last will and testament dated the ________ day
of ________________________, _______ and any codicils thereto.
C. Trust as a Secondary (Contingent) Designation:
---------------------------------------------
Name of the Trust: ____________________________________________________
Execution Date of the Trust: _______/_______/_______
Name of the Trustee: __________________________________________________
Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):
_______________________________________________________________________
_______________________________________________________________________
All sums payable under the Director Fee Continuation Plan Agreement by
reason of my death shall be paid to the Primary Beneficiary(ies), if he
or she survives me, and if no Primary Beneficiary(ies) shall survive
me, then to the Secondary (Contingent) Beneficiary(ies). This
beneficiary designation is valid until the participant notifies the
bank in writing.
_______________________________ __________________________
Executive Date
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DEFERRAL DECLARATION
I. DISTRIBUTION ELECTION
Pursuant to the Provisions of my Executive Incentive Retirement Plan
Agreement with Gloucester County Federal Savings Bank, I hereby elect
to have any distribution of the balance in my Incentive Retirement Plan
Account paid to me in installments as designated below:
______ Lump sum.
______ Fifteen (15) annual installments with the amount of each
installment determined as of each installment date by dividing
the entire amount in my Benefit Account by the number of
installments then remaining to be paid, with the final
installment to be the entire remaining balance in the Benefit
Account.
Date: _____________________ Executive: _________________________________________
