FORM OF DIRECTOR AGREEMENT UNDER THE
ST. EDMOND'S FEDERAL SAVINGS BANK
INCENTIVE RETIREMENT PLAN
THIS AGREEMENT is made effective the 1st day of January, 2004, by and
between ST. EDMOND'S FEDERAL SAVINGS Bank located in Philadelphia, Pennsylvania
(the "Company") and [DIRECTOR NAME] (the "Director").
INTRODUCTION
To encourage the Director to remain a member of Company's Board of
Directors and to provide the Director with an incentive benefit, the Company is
willing to provide an opportunity to the Director to share in the appreciation
of Phantom Stock of the Company. According to the terms of this Agreement, the
Company will provide a one-time Phantom Stock Allocation to an Incentive
Retirement Account on January 1, 2004, and determine the appreciation on the
Phantom Stock Allocation on an annual basis. Upon the occurrence of various
triggering events, the Company will pay the value of the Incentive Retirement
Account in cash from its general assets.
AGREEMENT
The Director and the Company agree as follows:
Article 1
Definitions
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Account Balance" means the undistributed value of the Director's
Incentive Retirement Account at any given point in time.
1.2 "Book Value Per Share" means the Company's Capital Account divided
by 780,000 shares of Phantom Stock.
1.3 "Capital Account" means the net value of: (a) the Company's
retained earnings determined from the consolidated financial statements
according to Generally Accepted Accounting Principles ("GAAP"), plus (b) the
Company's general loan loss reserve, excluding (c) any market value adjustments
determined under Statement of Financial Accounting Standards Number 115, and (d)
excluding any new capital raised upon conversion of the Company to stock
ownership.
1.4 "Change in Control" means any of the following:
(A) the control of voting proxies whether related to stockholders
or mutual members by any person, other than the Board of Directors of the
Bank, to direct more than 25% of the outstanding votes of the Bank, the
control of the election of a majority of the Bank's directors, or the
exercise of a controlling influence over the management or policies of the
Bank by any person or by persons acting as a group within the meaning of
Section 13(d) of the Exchange Act;
(B) an event whereby the OTS, FDIC or any other department,
agency or quasi-agency of the federal government cause or bring about,
without the consent of the Bank, a change in the corporate structure or
organization of the Bank;
(C) an event whereby the OTS, FDIC or any other agency or
quasi-agency of the federal government cause or bring about, without the
consent of the Bank, a taxation or involuntary distribution of retained
earnings or proceeds from the sale of securities to depositors, borrowers,
any government agency or organization or civic or charitable organization;
or
(D) a merger or other business combination between the Bank and
another corporate entity whereby the Bank is not the surviving entity.
In the event that the Bank shall convert in the future from
mutual-to-stock form, the term "Change in Control" shall also refer to:
(E) the sale of all, or substantially all, of the assets of the
Bank or the Parent;
(F) the merger or recapitalization of the Bank or the Parent
whereby the Bank or the Parent is not the surviving entity;
(G) a change in control of the Bank or the Parent, as otherwise
defined or determined by the Office of Thrift Supervision or regulations
promulgated by it; or
(H) the acquisition, directly or indirectly, of the beneficial
ownership (within the meaning of that term as it is used in Section 13(d)
of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder) of twenty-five percent (25%) or more of the
outstanding voting securities of the Bank or the Parent by any person,
trust, entity or group. The term "person" means an individual other than
the Executive, or a corporation, partnership, trust, Bank, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization or any
other form of entity not specifically listed herein.
Notwithstanding anything else to the contrary set forth in this
Agreement, if (i) an agreement is executed by the Company providing for any of
the transactions or events constituting a Change in Control as defined herein,
and the agreement subsequently expires or is terminated
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without the transaction or event being consummated, and (ii) Director's service
did not terminate during the period after the agreement and prior to such
expiration or termination, for purposes of this Agreement it shall be as though
such agreement was never executed and no Change in Control event shall be deemed
to have occurred as a result of the execution of such agreement.
Furthermore, the conversion of the Company from a mutual to a stock
form of ownership, whether a mutual holding company or a full stock company,
would not be considered a Change in Control for purpose of this Agreement.
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Early Termination" means that the Director, prior to "Normal
Retirement Date," has terminated service with the Company for reasons other than
Termination for Cause (see Section 7.2), death, or following a Change in
Control.
1.7 "Effective Date" means the effective date of this Agreement,
January 1, 2004.
1.8 "Incentive Retirement Account" means the incentive retirement
account established under Article 2 of this Agreement and subject to valuation
under Article 3 of this Agreement.
1.9 "Normal Retirement Date" means the Director's seventy-fifth (75th)
birthday.
1.10 "Phantom Stock" means the hypothetical number of shares of the
Company's common stock that would be issued based on an initial book value of
$10.00 per share. The Phantom Stock is used solely as a measurement tool; no
Company stock will be purchased, sold, registered, or issued in connection with
this Agreement. The Director will only be entitled to cash, and not stock in
lieu of cash. The Director will not receive any stock or stock rights by virtue
of this Agreement.
1.11 "Plan Year" means, for the first year, the period from the
Effective Date through October 31, 2004. Thereafter, "Plan Year" means each
twelve month period commencing on November 1st and ending on October 31st of the
following calendar year.
1.12 "Termination of Service" means the Director ceases to be a member
of the Company's Board of Directors for any reason, other than an approved leave
of absence.
1.13 "Years of Service" means the total number of full years for which
Director has provided service to the Company. For purposes of this definition, a
year of service shall be a 365 day period (or 366 day period in the case of a
leap year) that, for the first year of service, commences on the Director's
appointment to the Board and that, for any subsequent year, commences on an
anniversary of that appointment date.
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Article 2
Incentive Retirement Allocation
The Director's Incentive Retirement Account shall be established with a
one-time allocation of [NUMBER OF SHARES] shares of Phantom Stock as of the
Effective Date of this Agreement (the "Phantom Stock Allocation").
Article 3
Incentive Retirement Account
3.1 Establishing and Crediting. The Company shall establish an
Incentive Retirement Account on its books for the Director. The value of the
Incentive Retirement Account is determined as follows:
3.1.1 Valuation. On the last day of each Plan Year, the value
of the Incentive Retirement Account is determined by multiplying the
Phantom Stock Allocation by the difference between the Initial Value
Per Share and the Current Value Per Share, as defined below.
(a) "Initial Value Per Share" is the beginning Book
Value Per Share of the Phantom Stock, which is $10.00.
(b) "Current Value Per Share" is the current Book
Value Per Share.
An example of the calculation of a Incentive Retirement Account Balance
is as follows:
--------- ----------------------------------------------------- ----------------
Assumptions Results
--------- ----------------------------------------------------- ----------------
(A) Incentive Retirement Allocation 1,000
--------- ----------------------------------------------------- ----------------
(B) Initial Value Per Share $10.00
--------- ----------------------------------------------------- ----------------
(C) Capital Account at the Measurement Date $8,424,000
--------- ----------------------------------------------------- ----------------
(D) Total Outstanding Phantom Shares 780,000
--------- ----------------------------------------------------- ----------------
(E) Current Value Per Share $10.80
--------- ----------------------------------------------------- ----------------
(F) Phantom Price Appreciation = (E) minus (B) $0.80
--------- ----------------------------------------------------- ----------------
(G) Incentive Retirement Account Value = (A) times (F) $800
--------- ----------------------------------------------------- ----------------
3.1.2 Interest on Incentive Retirement Account Balance. Unless
otherwise specified in this Agreement, no interest shall be credited
to the Incentive Retirement Account.
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3.1.3 Conversion. It is intended that increases in the
Company's Book Value Per Share will be based solely on earnings of the
Company after the Effective Date. Therefore, in the event of the
Company's conversion to a stock company or a mutual holding company,
the additional capital raised through such conversion will not be
credited to the Director's Incentive Retirement Account.
3.1.4 Contingent Restriction on Increases in Incentive
Retirement Account Balance. Notwithstanding any provision of this
Agreement to the contrary, any increases in the Incentive Retirement
Account will be at the discretion of the Board of Directors for any,
year in which the Company's net income is less than 90 percent of
budgeted income or nonperforming assets exceed 20 percent of
unimpaired capital.
3.2 Statement of Accounts. The Company shall provide to the Director,
within 90 days following the end of each Plan Year this Agreement is in effect,
a statement setting forth the Incentive Retirement Account Balance, stating the
number of Phantom SAR shares and detailing the calculation of the value of the
Director's Incentive Retirement Account.
3.3 Accounting Device Only. The Incentive Retirement Account is solely
a device for measuring amounts to be paid under this Agreement. The Incentive
Retirement Account is not a trust fund of any kind. The Director is a general
unsecured creditor of the Company for the payment of benefits. The benefits
represent the mere Company promise to pay such benefits. The Director's rights
are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by the Director's
creditors.
Article 4
Lifetime Benefits
4.1 Benefit at Normal Retirement Date. If the Director reaches the
Normal Retirement Date while in continuous service with the Company, the Company
shall pay to the Director the benefit described in this Section 4.1 in lieu of
any other benefit under this Agreement. However, if there has been a Change in
Control prior to the Normal Retirement Date, the Director's benefits shall be
determined pursuant to Section 4.3, even if the Director remains a member of
Company's Board of Directors in the successor company until the Normal
Retirement Date.
4.1.1 Amount of Benefit. The benefit under this Section 4.1 is
the value of the Incentive Retirement Account at the Normal Retirement
Date.
4.1.2 Payment of Benefit. The benefit will be paid in the form
elected by the Director in Exhibit 1.
4.1.3 Option to Defer Receipt of Benefits. In the event the
Director wishes to delay receipt of benefit payments under this
Section 4.1, Exhibit 2 must be provided to the Company at least
thirteen (13) months prior to the Normal Retirement Date. The
Director's Incentive Retirement Account will continue to increase in
value at two percent (2%) above
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the 10 Year Treasury Rate. The 10 Year Treasury Rate shall be
determined using the average rate in effect for the month of December
immediately prior to commencement of benefit payments. The 10 Year
Treasury Rate used for this purpose shall not be less than 4.00%.
Based on the Account Balance on the Plan Year ended immediately prior
to the date specified, the Account Balance shall be annuitized
according to the distribution election made for the Normal Retirement
Date in Exhibit 1.
4.2 Early Termination Benefit. Upon Early Termination, the Company
shall pay to the Director the benefit described in this Section 4.2 in lieu of
any other benefit under this Agreement.
4.2.1 Amount of Benefit. The benefit amount under this Section
4.2 is the value of the Incentive Retirement Account for the Plan Year
ended immediately prior to the Executive's Termination of Employment,
multiplied by the Vesting Percentage pursuant to the following vesting
schedule:
------------------------------------- ----------------------------
Years of Service Completed Vesting Percentage
------------------------------------- ----------------------------
Less than 1 0%
------------------------------------- ----------------------------
1 33%
------------------------------------- ----------------------------
2 67%
------------------------------------- ----------------------------
3 or more 100%
------------------------------------- ----------------------------
4.2.2 Payment of Benefit. The Company shall pay the benefit to
the Director as described in Section 4.1.2 commencing within 90 days
after the Director's Termination of Service. The benefit shall be paid
in the form elected in Exhibit 1.
4.3 Change in Control Benefit. If the Director is a member of the
Company's Board of Directors at the date a Change in Control occurs, the Company
shall pay to the Director one of the benefits described in this Section 4.3 in
lieu of any other benefit under this Agreement.
4.3.1 Amount of Benefit. The benefit amount under this Section
4.3.1 is $________, which represents the projected Account Balance for
the Director's Normal Retirement Date.
4.3.2 Payment of Benefit. The Company shall pay the benefit as
described in Section 4.1.2, commencing within 90 days following Normal
Retirement Date. The benefit shall be paid in the form elected in
Exhibit 1. Alternatively, if so elected at least thirteen (13) months
prior to a Change in Control, the Director may receive the discounted
Account Balance shown on Schedule A for the Plan Year in which the
Change in Control takes place as a lump sum within 90 days following a
Change in Control.
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Article 5
Death Benefits
5.1 Death During Active Service. If the Director dies while in the
active service of the Company, the Company shall pay to the Director's
beneficiary the benefit described in this Section 5.1 in lieu of any other
benefit under this Agreement.
5.1.1 Amount of Benefit. If death occurs during the months of
November, December, January, February, March, or April, the benefit in
this Section 5.1 is the Account Value for the Plan Year ended
immediately prior to the Director's death. If death occurs during May,
June, July, August, September, or October, the benefit in this Section
5.1 is the Account Value for the end of the Plan Year in which the
Director's death takes place.
5.1.2 Payment of Benefit. The Company shall pay the benefit to
the Director's designated beneficiary as elected in Exhibit 1,
commencing within 90 days of the receipt of the Director's death
certificate.
5.2 Death During Benefit Period. If the Director dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same amounts they would have been paid
to the Director had the Director survived.
5.3 Death After Termination of Service But Before Payment of Benefit
Commences. If the Director is entitled to a benefit under this Agreement, but
dies prior to the commencement of said benefit payments, the Company shall pay
the same benefit payments to the Director's beneficiary that the Director was
entitled to prior to death except that the benefit payments shall be paid in a
lump sum within 90 days of the receipt of the Director's death certificate.
Article 6
Beneficiaries
6.1 Beneficiary Designations. The Director shall designate a
beneficiary by filing a written designation with the Company. The Director may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Director and
accepted by the Company during the Director's lifetime. The Director's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Director, or if the Director names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Director dies without a valid
beneficiary designation, all payments shall be made to the Director's estate.
6.2 Facility of Payment. If a benefit is payable to a minor, to a
person declared incompetent, or to a person incapable of handling the
disposition of his or her property, the Company may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incompetent person or incapable person. The Company may require proof of
incompetency, minority or guardianship as it may deem appropriate prior to
distribution of the
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benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.
Article 7
General Limitations
7.1 Excess Parachute or Golden Parachute Payment. Notwithstanding any
provision of this Agreement to the contrary, the Company shall not pay any
benefit under this Agreement to the extent the benefit would be an excess
parachute payment under Section 280G of the Code or would be a prohibited golden
parachute payment pursuant to 12 C.F.R. ss.359.2 and for which the appropriate
federal banking agency has not given written consent to pay pursuant to 12
C.F.R. ss.359.4.
7.2 Termination for Cause. Notwithstanding any provision of this
Agreement to the contrary, the Company shall not pay any benefit under this
Agreement if the Company terminates the Director's service for:
(a) Gross negligence or gross neglect of duties;
(b) Commission of a felony or of a gross misdemeanor involving
moral turpitude; or
(c) Fraud, disloyalty, dishonesty or willful violation of any
law or significant Company policy committed in connection
with the Director's service and resulting in an adverse
effect on the Company.
7.3 Removal. Notwithstanding any provision of this Agreement to the
contrary, the Company shall not pay any benefit under this Agreement if the
Director is subject to a final removal or prohibition order issued by an
appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act.
7.4 Competition after Termination of Service. The Director shall
forfeit his right to any further benefits if the Director, without the prior
written consent of the Company, violates any one of the following described
restrictive covenants.
7.4.1 Non-compete Provision. The Director shall not, for a
period of 12 months following termination of service, directly or
indirectly, either as an individual or as a proprietor, stockholder,
partner, officer, director, employee, agent, consultant or independent
contractor of any individual, partnership, corporation or other entity
(excluding an ownership interest of three percent (3%) or less in the
stock of a publicly traded company):
(i) become employed by, participate in, or be connected in
any manner with the ownership, management, operation or
control of any bank, savings and loan or other similar
financial institution if the Director's
responsibilities will
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include providing banking or other financial services
within the twenty-five (25) miles of the main office
maintained by the Company as of the date of the
termination of the Director's service; or
(ii) participate in any way in hiring or otherwise engaging,
or assisting any other person or entity in hiring or
otherwise engaging, on a temporary, part-time or
permanent basis, any individual who was employed by the
Company as of the date of termination of the Director's
service; or
(iii) sell, offer to sell, provide banking or other financial
services, assist any other person in selling or
providing banking or other financial services, or
solicit or otherwise compete for, either directly or
indirectly, any orders, contract, or accounts for
services of a kind or nature like or substantially
similar to the financial services performed or
financial products sold by the Company (the preceding
hereinafter referred to as "Services"), to or from any
person or entity from whom the Director or the Company,
to the knowledge of the Director, provided banking or
other financial services, sold, offered to sell or
solicited orders, contracts or accounts for Services
during the three (3) year period immediately prior to
the termination of the Director's service; or
(iv) divulge, disclose, or communicate to others in any
manner whatsoever, any nonpublic confidential
information of the Company, to the knowledge of the
Director, including, but not limited to, the names and
addresses of customers or prospective customers, of the
Company, as they may have existed from time to time, of
work performed or services rendered for any customer,
any method and/or procedures relating to projects or
other work developed for the Company, earnings or other
information concerning the Company. The restrictions
contained in this subparagraph (iv) apply to all
information regarding the Company, regardless of the
source who provided or compiled such information.
Notwithstanding anything to the contrary, the
restriction set forth in this paragraph shall not apply
to any information that becomes known to the general
public from sources other than the Director.
7.4.2 Judicial Remedies. In the event of a breach or
threatened breach by the Director of any provision of these
restrictions, the Director recognizes the substantial and immediate
harm that a breach or threatened breach will impose upon the Company,
and further recognizes that in such event monetary damages may be
inadequate to fully protect the Company. Accordingly, in the event of
a breach or threatened breach of this Agreement, the Director consents
to the Company's entitlement to such ex parte, preliminary,
interlocutory, temporary or permanent injunctive, or any other
equitable relief, protecting and fully enforcing the Company's rights
hereunder and preventing the Director from further
9
breaching any of his obligations set forth herein. The Director
expressly waives any requirement, based on any statute, rule of
procedure, or other source, that the Company post a bond as a
condition of obtaining any of the above-described remedies. Nothing
herein shall be construed as prohibiting the Company from pursuing any
other remedies available to the Company at law or in equity for such
breach or threatened breach, including the recovery of damages from
the Director. The Director expressly acknowledges and agrees that: (i)
the restrictions set forth in Section 7.4.1 hereof are reasonable, in
terms of scope, duration, geographic area, and otherwise, (ii) the
protections afforded the Company in Section 7.4.1 hereof are necessary
to protect its legitimate business interest, (iii) the restrictions
set forth in Section 7.4.1 hereof will not be materially adverse to
the Director's service with the Company, and (iv) his agreement to
observe such restrictions forms a material part of the consideration
for this Agreement.
7.4.3 Overbreadth of Restrictive Covenant. It is the intention
of the parties that if any restrictive covenant in this Agreement is
determined by a court of competent jurisdiction to be overly broad,
then the court should enforce such restrictive covenant to the maximum
extent permitted under the law as to area, breadth and duration.
7.4.4 Change in Control. The non-compete provision detailed in
Section 7.4.1 hereof shall not be enforceable following a Change in
Control.
7.4 Suicide or Misstatement. The Company shall not pay any benefit
under this Agreement if the Director commits suicide within two years after the
date of this Agreement, or if the Director has made any material misstatement of
fact on any application for life insurance purchased by the Company, or any
other reason, provided however that the Company shall evaluate the reason for
the denial, and upon advice of Counsel and in its sole discretion, consider
judicially challenging any denial.
Article 8
Claims and Review Procedures
8.1 Claims Procedure. A Director or beneficiary ("claimant") who has
not received benefits under the Agreement that he or she believes should be paid
shall make a claim for such benefits as follows:
8.1.1 Initiation - Written Claim. The claimant initiates a
claim by submitting to the Company a written claim for the benefits.
8.1.2 Timing of Company Response. The Company shall respond to
such claimant within 90 days after receiving the claim. If the Company
determines that special circumstances require additional time for
processing the claim, the Company can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the
end of the initial 90-
10
day period, that an additional period is required. The notice of
extension must set forth the special circumstances and the date by
which the Company expects to render its decision.
8.1.3 Notice of Decision. If the Company denies part or all of
the claim, the Company shall notify the claimant in writing of such
denial. The Company shall write the notification in a manner
calculated to be understood by the claimant. The notification shall
set forth:
8.1.3.1 The specific reasons for the denial,
8.1.3.2 A reference to the specific provisions of the
Agreement on which the denial is based,
8.1.3.3 A description of any additional information or
material necessary for the claimant to perfect the claim and an
explanation of why it is needed,
8.1.3.4 An explanation of the Agreement's review procedures
and the time limits applicable to such procedures, and
8.2 Review Procedure. If the Company denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by the
Company of the denial, as follows:
8.2.1 Initiation - Written Request. To initiate the review,
the claimant, within 60 days after receiving the Company's notice of
denial, must file with the Company a written request for review.
8.2.2 Additional Submissions - Information Access. The
claimant shall then have the opportunity to submit written comments,
documents, records and other information relating to the claim. The
Company shall also provide the claimant, upon request and free of
charge, reasonable access to, and copies of, all documents, records
and other information relevant to the claimant's claim for benefits.
8.2.3 Considerations on Review. In considering the review, the
Company shall take into account all materials and information the
claimant submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.
8.2.4 Timing of Company Response. The Company shall respond in
writing to such claimant within 60 days after receiving the request
for review. If the Company determines that special circumstances
require additional time for processing the claim, the Company can
extend the response period by an additional 60 days by notifying the
claimant in writing, prior to the end of the initial 60-day period,
that an additional period is required. The notice of extension must
set forth the special circumstances and the date by which the Company
expects to render its decision.
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8.2.5 Notice of Decision. The Company shall notify the
claimant in writing of its decision on review. The Company shall write
the notification in a manner calculated to be understood by the
claimant. The notification shall set forth:
8.2.5.1 The specific reasons for the denial,
8.2.5.2 A reference to the specific provisions of the
Agreement on which the denial is based,
8.2.5.3 A statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant to the
claimant's claim for benefits.
Article 9
Amendments and Termination
This Agreement may be amended or terminated only by a written
agreement signed by the Company and the Director, except for the automatic
termination provisions specified in Article 7.
Article 10
Miscellaneous
10.1 Binding Effect. This Agreement shall bind the Director and the
Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.
10.2 No Guarantee of Service. This Agreement is not a contract for
services. It does not give the Director the right to remain a member of the
Company's Board of Directors, nor does it interfere with the shareholders'
rights to replace the Director. It also does not require the Director to remain
a director nor interfere with the Director's right to terminate services at any
time.
10.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
10.4 Reorganization. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement. Upon the occurrence of such event, the term "Company" as
used in this Agreement shall be deemed to refer to the successor or survivor
company.
10.5 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
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10.6 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the Commonwealth of Pennsylvania, except to the extent
preempted by the laws of the United States of America.
10.7 Unfunded Arrangement. The Director and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Director's life is a general
asset of the Company to which the Director and beneficiary have no preferred or
secured claim.
10.8 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Director as to the subject matter hereof. No rights
are granted to the Director by virtue of this Agreement other than those
specifically set forth herein.
10.9 Administration. The Company shall have powers which are necessary
to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of the Agreement;
(b) Establishing and revising the method of accounting for the
Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
10.10 Named Fiduciary. The Company shall be the named fiduciary and
plan administrator under this Agreement. It may delegate to others certain
aspects of the management and operational responsibilities including the
employment of advisors and the delegation of ministerial duties to qualified
individuals.
IN WITNESS WHEREOF, the Director and the Company have signed this
Agreement.
DIRECTOR ST. EDMOND'S FEDERAL SAVINGS BANK
____________________________ By _______________________________
[DIRECTOR NAME] Title ____________________________
Date: ______________________ Date _____________________________
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EXHIBIT 1
---------
FORM OF BENEFIT ELECTION
ST. EDMOND'S FEDERAL SAVINGS Bank
INCENTIVE RETIREMENT AGREEMENT
I elect to receive benefits under the Agreement in the following form
(initial appropriate box):
4.1.2 Normal Retirement Date
----------------------
___ The Company shall pay the benefit to the Director in a lump sum within 90
days of the Director's Normal Retirement Date.
___ The Company shall pay the benefit to the Director in 24 equal monthly
installments commencing within 90 days following the Director's Normal
Retirement Date. The Company shall credit interest at an annual rate
equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year
Treasury Rate shall be determined using the average rate in effect for
the month of December immediately prior to commencement of benefit
payments. The 10 Year Treasury Rate used for this purpose shall not be
less than 4.00%.
___ The Company shall pay the benefit to the Director in 60 equal monthly
installments commencing within 90 days following the Director's Normal
Retirement Date. The Company shall credit interest at an annual rate
equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year
Treasury Rate shall be determined using the average rate in effect for
the month of December immediately prior to commencement of benefit
payments. The 10 Year Treasury Rate used for this purpose shall not be
less than 4.00%.
___ The Company shall pay the benefit to the Director in 120 equal monthly
installments commencing within 90 days following the Director's Normal
Retirement Date. The Company shall credit interest at an annual rate
equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year
Treasury Rate shall be determined using the average rate in effect for
the month of December immediately prior to commencement of benefit
payments. The 10 Year Treasury Rate used for this purpose shall not be
less than 4.00%.
4.2.2 Early Termination Benefit
-------------------------
___ The Company shall pay the benefit to the Director in a lump sum
within 90 days of the date of the Director's Early Termination.
___ The Company shall pay the benefit to the Director in 24 equal monthly
installments commencing within 90 days of the date of the Director's
Early Termination. The Company shall credit interest at an annual rate
equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year
Treasury Rate shall be determined using the average rate in effect for
the month of December immediately prior to commencement of benefit
payments. The 10 Year Treasury Rate used for this purpose shall not be
less than 4.00%.
___ The Company shall pay the benefit to the Director in 60 equal monthly
installments commencing within 90 days of the date of the Director's
Early Termination. The Company shall credit interest at an annual rate
equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year
Treasury Rate shall be determined using the average rate in effect for
the month of December immediately prior to commencement of benefit
payments. The 10 Year Treasury Rate used for this purpose shall not be
less than 4.00%.
___ The Company shall pay the benefit to the Director in 120 equal monthly
installments commencing within 90 days of the date of the Director's
Early Termination. The Company shall credit interest at an annual rate
equal to two percent (2%) above the 10 Year Treasury Rate. The 10 Year
Treasury Rate shall be determined using the average rate in effect for
the month of December immediately prior to commencement of benefit
payments. The 10 Year Treasury Rate used for this purpose shall not be
less than 4.00%.
4.3.2 Change in Control Benefit
-------------------------
___ The Company shall pay the benefit to the Director in a lump sum
within 90 days of the earlier of: (a) the Director's Termination of
Service or (b) the Director's Normal Retirement Date.
___ The Company shall pay the discounted benefit to the Director in a lump
sum within 90 days of the Change in Control.
5.1.2 Death During Active Service
---------------------------
___ The Company shall pay the benefit to the Director's designated beneficiary
in a lump sum commencing within 90 days of the date of the receipt of the
Director's death certificate.
___ The Company shall pay the benefit to the Director's designated
beneficiary in 24 equal monthly installments commencing within 90 days of
the date of the receipt of the Director's death certificate. The Company
shall credit interest at an annual rate equal to two percent (2%) above
the 10 Year Treasury Rate. The 10 Year Treasury Rate shall be determined
using the average rate in effect for the month of December immediately
prior to commencement of benefit payments. The 10 Year Treasury Rate used
for this purpose shall not be less than 4.00%.
___ The Company shall pay the benefit to the Director's designated
beneficiary in 60 equal monthly installments commencing within 90 days of
the date of the receipt of the Director's death certificate. The Company
shall credit interest at an annual rate equal to two percent (2%) above
the 10 Year Treasury Rate. The 10 Year Treasury Rate shall be determined
using the average rate in effect for the month of December immediately
prior to commencement of benefit payments. The 10 Year Treasury Rate used
for this purpose shall not be less than 4.00%.
___ The Company shall pay the benefit to the Director's designated
beneficiary in 120 equal monthly installments commencing within 90 days
of the date of the receipt of the Director's death certificate. The
Company shall credit interest at an annual rate equal to two percent (2%)
above the 10 Year Treasury Rate. The 10 Year Treasury Rate shall be
determined using the average rate in effect for the month of December
immediately prior to commencement of benefit payments. The 10 Year
Treasury Rate used for this purpose shall not be less than 4.00%.
Signature ___________________________
Date _______________________________
Received by the Company this ________ day of ___________________, 200_.
By _________________________________
Title ________________________________
EXHIBIT 2
TO
ST. EDMOND'S FEDERAL SAVINGS Bank
INCENTIVE RETIREMENT AGREEMENT
Option to Defer Receipt of Benefits
[DIRECTOR NAME]
According to the terms of Section 4.1.3 of this Agreement, I understand
that I may elect to defer receipt of my Incentive Retirement Account beyond
Normal Retirement Date, provided that I make such election at least thirteen
(13) months prior to Normal Retirement Date and provided I continue service on
the Company's Board. Accordingly, I elect to commence receipt of benefits on the
month immediately following:
_____ Termination of Service
_____ Specified Date: ______________________________________ or
Termination of Service, whichever comes first
I understand that I may not change these options within thirteen (13) months of
or after reaching my Normal Retirement Date.
Signature ______________________________
Date __________________________________
Accepted by the Company this ______ day of _________________, 200_.
By ____________________________________
Title __________________________________
BENEFICIARY DESIGNATION
ST. EDMOND'S FEDERAL SAVINGS Bank
INCENTIVE RETIREMENT AGREEMENT
[DIRECTOR NAME]
I designate the following as beneficiary of any death benefits under this
Agreement:
Primary:
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Contingent: --------------------------------------------------------------------
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Note:To name a trust as beneficiary, please provide the name of the trustee(s)
and the exact name and date of the trust agreement.
-----
I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature ______________________________
Date __________________________________
Accepted by the Company this ______ day of _________________, 200_.
By ____________________________________
Title _________________________________
