Exhibit
10.10
AMENDED
AND RESTATED
FIRST
FEDERAL SAVINGS AND LOAN ASSOCIATION
SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
Amended
and Restated
First
Federal Savings and Loan Association
Supplemental
Executive Retirement Plan
Table
of Contents
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Article
I – Introduction
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1
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Article
II – Definitions
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1
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Article
III – Eligibility and Participation
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4
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Article
IV – Benefits
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4
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Article
V – Accounts
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6
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Article
VI – Supplemental Benefit Payments
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7
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Article
VII – Claims Procedures
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8
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Article
VIII – Amendment and Termination
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9
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Article
IX – General Provisions
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10
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Article
I
Introduction
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Section
1.01
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Purpose,
Design and Intent .
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The
purpose of the First Federal Savings and Loan Association
Supplemental Executive Retirement Plan (the “Plan”) is
to assist First Federal Savings and Loan Association (the
“Bank”) and its subsidiaries in retaining the services
of key employees until their retirement, to induce such employees
to use their best efforts to enhance the business of the Bank and
its subsidiaries, and to provide certain supplemental retirement
benefits to such employees.
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The
Plan, in relevant part, is intended to constitute an unfunded
“excess benefit plan” as defined in Section 3(36) of
the Employee Retirement Income Security Act of 1974, as
amended. In this respect, the Plan is specifically
designed to provide certain key employees with retirement benefits
that would have been provided under various tax-qualified
retirement plans sponsored by the Bank but for the applicable
limitations placed on benefits and contributions under such plans
by various provisions of the Internal Revenue Code of 1986, as
amended (the “Code”).
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The
Bank is amending and restating the Plan in its entirety effective
as of January 1, 2005, to comply with Section 409A of the
Code.
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Article
II
Definitions
Section
2.01
Definitions .
In this Plan, whenever the context so indicates, the singular or
the plural number and the masculine or feminine gender shall be
deemed to include the other, the terms “he,”
“his,” and “him,” shall refer to a
Participant or a beneficiary of a Participant, as the case may be,
and, except as otherwise provided, or unless the context otherwise
requires, the capitalized terms shall have the following
meanings:
(a)
“Applicable Limitations” means one or
more of the following, as applicable:
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the
maximum limitations on annual additions to a tax-qualified defined
contribution plan under Section 415(c) of the Code;
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the
maximum limitation on the annual amount of compensation that may,
under Section 401(a)(17) of the Code, be taken into account in
determining contributions to and benefits under tax-qualified
plans; and
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the
maximum limitations, under Sections 401(k), 401(m), or 402(g) of
the Code, on pre-tax contributions that may be made to a qualified
defined contribution plan.
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(b)
“Bank” means First Federal
Savings and Loan Association, Hazard, Kentucky, and its
successors.
(c)
“Board of Directors” means the Board of
Directors of the Bank.
(d)
“Change in Control” means the earliest
occurrence of a “change in ownership,” “change in
effective control,” or “change in ownership of a
substantial portion of assets” for purposes of Section 409A
of the Code, but excluding reorganization of the Bank from the
mutual holding company form of organization to the full stock
holding company form of organization (including the elimination of
the mutual holding company).
(e)
“Code” means the Internal Revenue Code of
1986, as amended.
(f)
“Committee” means the person(s)
designated by the Board of Directors, pursuant to Section 9.02 of
the Plan, to administer the Plan.
(g)
“Common Stock” means the common stock of
the Company.
(h)
“Company” means Kentucky First Federal
Bancorp, Inc. and its successors.
(i)
“Eligible Individual” means any Employee
who participates in the ESOP or the Pension Plan, as the case may
be, and whom the Board of Directors determines is one of a
“select group of management or highly compensated
employees,” as such phrase is used for purposes of Sections
101, 201, and 301 of ERISA.
(j)
“Employee” means any person employed by
the Bank or a subsidiary of the Bank.
(k)
“Employer” means the Bank or a subsidiary
thereof that employs the Employee.
(l)
“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended.
(m)
“ESOP” means the First Federal Savings
and Loan Association Employee Stock Ownership Plan, as amended from
time to time.
(n)
“ESOP Acquisition Loan” means a loan or
other extension of credit incurred by the trustee of the ESOP in
connection with the purchase of Common Stock on behalf of the
ESOP.
(o)
“ESOP Valuation Date” means any day as of
which the investment experience of the trust fund of the ESOP is
determined and individuals’ accounts under the ESOP are
adjusted accordingly.
(p)
“Effective Date” means January 1,
2005.
(q)
“Participant” means an Eligible Employee
who is entitled to benefits under the Plan.
(r)
“Pension Plan” means the defined benefit
pension plan sponsored by First Federal Savings and Loan
Association, as amended from time to time.
(s)
“Plan” means this First Federal Savings
and Loan Association Supplemental Executive Retirement
Plan.
(t)
“ Separation from Service” means a
Participant’s separation from service with the Bank, within
the meaning of Section 409A of the Code.
(u)
“Specified Employee” means, as of a given
date, a “specified employee” as of such date for
purposes of Section 409A of the Code.
(v)
“Supplemental ESOP Account” means an
account established by an Employer, pursuant to Section 5.01 of the
Plan, with respect to a Participant’s Supplemental ESOP
Benefit.
(w)
“Supplemental ESOP Benefit” means the
benefit credited to a Participant pursuant to Section 4.01 of the
Plan.
(x)
“Supplemental Pension Account” means an
account established by an Employer, pursuant to Section 5.03 of the
Plan, with respect to a Participant’s Supplemental Pension
Benefit.
(y)
“Supplemental Pension Benefit” means the
benefit credited to a Participant pursuant to Section 4.03 of the
Plan.
(z)
“Supplemental Stock Ownership Account”
means an account established by an Employer, pursuant to Section
5.02 of the Plan, with respect to a Participant’s
Supplemental Stock Ownership Benefit.
(aa)
“Supplemental Stock Ownership Benefit”
means the benefit credited to a Participant pursuant to Section
4.02 of the Plan.
Article
III
Eligibility
and Participation
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Eligibility
and Participation .
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Each
Eligible Employee may participate in the Plan. An
Eligible Employee shall become a Participant in the Plan upon
designation as such by the Board of Directors. An
Eligible Employee whom the Board of Directors designates as a
Participant in the Plan shall commence participation as of the date
established by the Board of Directors. The Board of
Directors shall establish an Eligible Employee’s date of
participation at the same time it designates the Eligible Employee
as a Participant in the Plan.
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The
Board of Directors may, at any time, designate an Eligible Employee
as a Participant for any or all supplemental benefits provided for
under Article IV of the Plan.
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Article
IV
Benefits
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Section
4.01
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Supplemental
ESOP Benefit .
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As of
the last day of each plan year of the ESOP, the Employer shall
credit the Participant’s Supplemental ESOP Account with a
Supplemental ESOP Benefit equal to the excess of (a) over (b),
where:
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Equals
the annual contributions made by the Employer and/or the number of
shares of Common Stock released for allocation in connection with
the repayment of an ESOP Acquisition Loan that would otherwise be
allocated to the accounts of the Participant under the ESOP for the
applicable plan year, if the provisions of the ESOP were
administered without regard to any of the Applicable Limitations;
and
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Equals
the annual contributions made by the Employer and/or the number of
shares of common stock released for allocation in connection with
the repayment of an ESOP Acquisition Loan that are actually
allocated to the accounts of the Participant under the provisions
of the ESOP for that particular plan year, after giving effect to
any reduction of such allocation required by any of the Applicable
Limitations.
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Section
4.02
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Supplemental
Stock Ownership Benefit .
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Upon
a Change in Control, the Employer shall credit to the
Participant’s Supplemental Stock Ownership Account a
Supplemental Stock Ownership Benefit equal to (i) less (ii), the
result of which is multiplied by (iii), where:
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Equals
the total number of shares of Common Stock acquired with the
proceeds of all ESOP Acquisition Loans (together with any
dividends, cash proceeds, or other medium related to such ESOP
Acquisition Loans) that would have been allocated or credited for
the benefit of the Participant under the ESOP and/or this Plan, as
the case may be, had the Participant continued in the employ of the
Employer through the first ESOP Valuation Date following the last
scheduled payment of principal and interest on all ESOP Acquisition
Loans outstanding at the time of the Change in Control;
and
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Equals
the total number of shares of Common Stock acquired with the
proceeds of all ESOP Acquisition Loans (together with any
dividends, cash proceeds, or other medium related to such ESOP
Acquisition Loans) and allocated for the benefit of the Participant
under the ESOP and/or this Plan, as the case may be, as of the
first ESOP Valuation Date following the Change in Control;
and
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Equals
the fair market value of the Common Stock immediately preceding the
Change in Control.
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For
purposes of clause (i) of subsection (a) of this Section 4.02, the
total number of shares of Common Stock shall be determined by
multiplying the sum of (i) and (ii) by (iii), where:
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equals
the average of the total shares of Common Stock acquired with the
proceeds of an ESOP Acquisition Loan and allocated for the benefit
of the Participant under the ESOP as of the three most recent ESOP
Valuation Dates preceding the Change in Control (or lesser number
if the Participant has not participated in the ESOP for three full
years);
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equals
the average number of shares of Common Stock credited to the
Participant’s Supplemental ESOP Account for the three most
recent plan years of the ESOP (such that the three most recent plan
years coincide with the three most recent ESOP Valuation Dates
referred to in (i) above); and
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equals
the original number of scheduled annual payments on the ESOP
Acquisition Loan.
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Supplemental
Pension Benefit .
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A
Participant or, in the event of his death, his beneficiary, whose
retirement or survivor benefits under the Pension Plan are limited
by one or more of the Applicable Limitations shall be entitled to a
supplemental retirement benefit or survivor benefit (Supplemental
Pension Benefit) under this Plan in an amount equal to the excess
of:
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the
benefit to which he would be entitled under the Pension Plan in the
absence of the Applicable Limitations, computed as of the day the
Participant separates from service with the Employer on the basis
of the benefit form elected under the Pension Plan; over
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the
actual benefit to which he is entitled under the Pension Plan,
computed as of the day the Participant separates from service with
the Employer on the basis of the benefit form elected under the
Pension Plan;
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provided,
however, that, if the Plan is terminated with respect to a
Participant prior to his separation from service with the Employer,
such Supplemental Pension Benefit shall not exceed the Supplemental
Pension Benefit that would have been payable under this Section
4.03, on the basis of the benefit form elected under the Pension
Plan, if his separation from service had occurred as of the date of
the termination of the Plan.
Article
V
Accounts
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Supplemental
ESOP Benefit Account .
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For
each Participant who is credited with a benefit pursuant to Section
4.01 of the Plan, the Employer shall establish, as a memorandum
account on its books, a Supplemental ESOP Account. Each
year, the Committee shall credit to the Participant’s
Supplemental ESOP Acc
