AMENDED AND RESTATED POST RETIREMENT AGREEMENT DATED NOVEMBER 19, 2008
Exhibit
10.3
AMENDED
AND RESTATED
POST
RETIREMENT AGREEMENT
DATED
NOVEMBER 19, 2008
This
Amended and Restated Post Retirement Agreement (hereinafter referred to as the
“Amended Retirement Agreement”) is made this 19th day of November 2008, by and
between Prudential Savings Bank (hereinafter referred to as “Prudential” or the
“Bank”) and Xxxxxx X. Xxxxxx, Xx. (hereinafter referred to as “Xx.
Xxxxxx”).
WHEREAS,
Prudential is a Pennsylvania chartered stock savings bank;
WHEREAS, Xx.
Xxxxxx is presently Chairman of the Board of Directors of
Prudential;
WHEREAS, Xx.
Xxxxxx has served Prudential for over fifty (50) years, at least twenty-five
years of which were as an officer thereof, including as President and Chief
Executive Officer of Prudential;
WHEREAS, Xx.
Xxxxxx’x experience and knowledge of the affairs of Prudential and his
reputation and contacts in the community and in the banking industry are
extremely valuable to Prudential;
WHEREAS, in
recognition of Xx. Xxxxxx’x valuable service as an employee and officer,
Prudential has provided Xx. Xxxxxx with certain benefits since his retirement in
1993 pursuant to a Post Retirement Agreement dated August 12, 1993, as amended
and restated on November 17, 2004 (hereinafter referred to as the “Prior
Retirement Agreement”);
WHEREAS, in
recognition of Xx. Xxxxxx’x service as a director, Prudential has previously
provided Xx. Xxxxxx with a split-dollar life insurance plan and policy pursuant
to a Split-Dollar Agreement dated June 22, 1994, as amended and restated
(hereinafter referred to as the “Split-Dollar Agreement”);
WHEREAS, in
recognition of Xx. Xxxxxx’x service as Chairman of the Board of Directors,
Prudential has previously provided Xx. Xxxxxx with life insurance through
MetLife Insurance Company of Connecticut (hereinafter referred to as the
“MetLife Policy”) and Prudential Insurance Company of America (hereinafter
referred to as the “Prudential Policy”);
WHEREAS, the
Bank and Xx. Xxxxxx desire to amend and restate the Prior Agreement in order to
comply with Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”); and
WHEREAS, the
parties hereto desire that this Amended Retirement Agreement will supersede the
Prior Retirement Agreement and will reaffirm the rights of Xx. Xxxxxx with
respect to the Split-Dollar Agreement, the MetLife Policy and the Prudential
Policy;
NOW,
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the parties agree as follows:
|
1.
|
Prudential
shall provide Xx. Xxxxxx and his wife, each for their respective lives, at
no cost to either Xx. Xxxxxx or his wife, with health insurance coverage
in an amount equal to that in existence as of the date of Xx. Xxxxxx’x
retirement; provided, however, the coverage from time to time may be
changed in the same manner as it is for all other participants in
Prudential’s group health insurance
plan.
|
|
2.
|
Prudential
shall pay on behalf of Xx. Xxxxxx the cost of an annual physical
examination provided by a hospital and/or physician of Xx. Xxxxxx’x
choice; provided, however, that the portion of the cost paid by Prudential
shall not exceed the amount that is charged from time to time by the
hospital of the University of Pennsylvania or any other regional hospital
in the Delaware Valley area; and provided further that Xx. Xxxxxx shall
submit the cost of such annual physical examination to the Bank within
thirty (30) days following the date of the examination and the Bank shall
pay its share of the cost of such examination within thirty (30) days
following its receipt of such
amount.
|
|
3.
|
Prudential
shall provide Xx. Xxxxxx for life, at no cost to Xx. Xxxxxx, with life
insurance coverage in an amount equal to that in existence on the date of
his retirement. The parties agree and acknowledge that the life
insurance coverage in place at Xx. Xxxxxx’x retirement is with Nationwide
Life Insurance Company of America (“Nationwide”) under policy number
4,270,164. This life insurance shall be in addition to such
life insurance as is provided under any other plan sponsored by the Bank,
unless such policy is terminated in accordance with its
terms.
|
|
4.
|
Prudential
shall provide Xx. Xxxxxx for his life and the life of his wife, at no cost
to either Xx. Xxxxxx or his wife, with the split dollar life insurance
plan and policy pursuant to the Split-Dollar Agreement. The
parties agree and acknowledge that the second-to-die life insurance
coverage pursuant to the Split-Dollar Agreement is with Nationwide under
policy number 4,282,668. This life insurance shall be in
addition to such life insurance as is provided under any other plan
sponsored by the Bank, unless the Split-Dollar Agreement is terminated in
accordance with its terms.
|
|
5.
|
Prudential
shall provide Xx. Xxxxxx for his life, at no cost to Xx. Xxxxxx, with life
insurance in an amount not less than the amount currently provided under
the MetLife Policy and the Prudential Policy through MetLife and
Prudential; provided, however, that if insurance is unavailable from
either of the foregoing companies on commercially reasonable terms, then
Prudential shall provide Xx. Xxxxxx with comparable insurance through one
or more comparably rated insurance
companies.
|
2
|
6.
|
Notwithstanding
the foregoing, any insurance premiums payable by Prudential pursuant to
this Agreement shall be payable at such times and in such amounts (except
that Prudential shall also pay any employee portion of the premiums) as if
Xx. Xxxxxx was still an employee of Prudential, subject to any increases
in such amounts imposed by the insurance company, and the amount of
insurance premiums required to be paid by Prudential in any taxable year
shall not affect the amount of insurance premiums required to be paid by
Prudential in any other taxable
year.
|
|
7.
|
The
parties acknowledge and agree that the obligation of Prudential to provide
for the health insurance coverage, the cost of an annual physical
examination and the life insurance coverage set forth in paragraphs 1, 2
and 3 are obligations which Prudential contracted to provide at the time
of Xx. Xxxxxx’x retirement pursuant to the Retirement Agreement and a
resolution approved and adopted by the Board of Directors of Prudential,
dated July 8, 1993, which resolution is incorporated herein by reference
thereto.
|
|
8.
|
The
parties acknowledge and agree that the obligations of Prudential under
this Amended Retirement Agreement are contractual obligations enforceable
in law and in equity which inure to the benefit of Xx. Xxxxxx, his
respective heirs and/or successors and permitted assigns. This
Amended Retirement Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of
Pennsylvania.
|
IN WITNESS
WHEREOF, Xxxxxx X. Xxxxxx, Xx. has set his hand and the proper officers
of Prudential Savings Bank being duly authorized to do so, have affixed the name
of the Bank and its seal and their signatures as officers, all as of the date
first written above.
| Xxxxxx X. Xxxxxx, Xx. | |||
| ATTEST: | PRUDENTIAL SAVINGS BANK | ||
|
By:
|
|||
| Xxxxxx Xxxxxx, Secretary | Xxxxxx X. Xxxxx | ||
| President and Chief Executive Officer | |||
3
