Exhibit 10.2
AMENDED AND
RESTATED
UNITED COMMUNITY
BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
As Of December 30,
2008
Amended and
Restated
United Community
Bank
Supplemental Executive Retirement
Plan
Table of Contents
|
|
|
|
|
|
ARTICLE I
|
|
Introduction
|
|
1
|
|
|
|
|
ARTICLE
II
|
|
Definitions
|
|
1
|
|
|
|
|
ARTICLE
III
|
|
Eligibility and
Participation
|
|
3
|
|
|
|
|
ARTICLE IV
|
|
Benefits
|
|
3
|
|
|
|
|
ARTICLE
V
|
|
Accounts
|
|
5
|
|
|
|
|
ARTICLE
VI
|
|
Supplemental
Benefit Payments
|
|
5
|
|
|
|
|
ARTICLE VII
|
|
Claims
Procedures
|
|
6
|
|
|
|
|
ARTICLE VIII
|
|
Amendment and
Termination
|
|
7
|
|
|
|
|
ARTICLE
IX
|
|
General
Provisions
|
|
8
|
ARTICLE I
INTRODUCTION
Section 1.01 Purpose,
Design and Intent .
|
(a)
|
The purpose of
the United Community Bank Supplemental Executive Retirement Plan
(the “Plan”) is to assist United Community Bank (the
“Bank”) and its affiliates 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
affiliates, and to provide certain supplemental retirement benefits
to such employees.
|
|
(b)
|
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”).
|
|
(c)
|
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.
|
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)
“Affiliate” means any corporation, trade
or business, which, at the time of reference, is together with the
Bank, a member of a controlled group of corporations, a group of
trades or businesses (whether or not incorporated) under common
control, or an affiliated service group, as described in Sections
414(b), 414(c), and 414(m) of the Code, respectively, or any other
organization treated as a single employer with the Bank under
Section 414(o) of the Code.
(b) “Applicable
Limitations” means one or more of the following, as
applicable:
|
|
(i)
|
the maximum
limitations on annual additions to a tax-qualified defined
contribution plan under Section 415(c) of the Code;
|
|
|
(ii)
|
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
|
|
|
(iii)
|
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.
|
(c) “Bank”
means United Community Bank and its successors.
(d) “Board of
Directors” means the Board of Directors of the
Bank.
(e) “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).
(f) “Code”
means the Internal Revenue Code of 1986, as amended.
(g)
“Committee” means the person(s)
designated by the Board of Directors, pursuant to Section 9.02
of the Plan, to administer the Plan.
(h) “Common
Stock” means the common stock of the
Company.
(i)
“Company” means United Community Bancorp
and its successors.
(j) “Eligible
Individual” means any Employee who participates in
the ESOP or the 401(k) 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.
(k)
“Employee” means any person employed by
the Bank or an Affiliate.
(l)
“Employer” means the Bank or Affiliate
thereof that employs the Employee.
(m)
“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended.
(n) “ESOP”
means the United Community Bank Employee Stock Ownership Plan, as
amended from time to time.
(o) “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.
(p) “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.
(q) “Effective
Date” means January 1, 2006.
(r)
“Participant” means an Eligible Employee
who is entitled to benefits under the Plan.
(s) “Plan”
means this United Community Bank Supplemental Executive Retirement
Plan.
(t) “401(k)
Plan” means the United Community Bank 401(k)
Profit-Sharing Plan and Trust, as amended from time to
time.
(u) “Separation from
Service” means a Participant’s separation from
service with the Bank, within the meaning of Section 409A of
the Code.
(v) “Specified
Employee” means, as of a given date, a
“specified employee” as of such date for purposes of
Section 409A of the Code.
2
(w) “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.
(x) “Supplemental ESOP
Benefit” means the benefit credited to a Participant
pursuant to Section 4.01 of the Plan.
(y) “Supplemental
Savings Benefit” means the benefit credited to a
Participant pursuant to Section 4.03 of the Plan.
(z) “Supplemental
Savings Account” means an account established by an
Employer, pursuant to Section 5.03 of the Plan, with respect
to a Participant’s Supplemental Savings Benefit.
(aa) “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.
(bb) “Supplemental Stock
Ownership Benefit” means the benefit credited to a
Participant pursuant to Section 4.02 of the Plan.
ARTICLE III
ELIGIBILITY AND
PARTICIPATION
Section 3.01 Eligibility
and Participation .
|
(a)
|
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.
|
|
(b)
|
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.
|
ARTICLE IV
BENEFITS
Section 4.01 Supplemental
ESOP Benefit .
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:
|
(a)
|
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
|
|
(b)
|
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.
|
3
Section 4.02 Supplemental Stock
Ownership Benefit .
|
(a)
|
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:
|
|
|
(i)
|
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
|
|
|
(ii)
|
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
|
|
|
(iii)
|
Equals the fair
market value of the Common Stock immediately preceding the Change
in Control.
|
|
(b)
|
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:
|
|
|
(i)
|
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);
|
|
|
(ii)
|
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
|
|
|
(iii)
|
Equals the
original number of scheduled annual payments on the ESOP
Acquisition Loan.
|
Section 4.03 Supplemental
Savings Benefit .
A Participant’s Supplemental
Savings Benefit under the Plan shall be equal to the excess of
(a) over (b), where:
|
(a)
|
Equals the sum
of the matching contributions and other contributions of the
Employer that would otherwise be allocated to an account of the
Participant under the 401(k) Plan for a particular year, if the
provisions of the 401(k) Plan were administered without regard to
any of the Applicable Limitations; and
|
4
|
(b)
|
Equals the sum
of the matching contributions and other contributions of the
Employer that are actually allocated on account of the Participant
under the provisions of the 401
|
