Exhibit 10.1
BRYN MAWR BANK
CORPORATION
SUPPLEMENTAL EMPLOYEE RETIREMENT
PLAN
(As Amended and Restated
Effective January 1, 2009)
This is the BRYN MAWR BANK
CORPORATION SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN (the
“SERP”), covering the eligible employees of Bryn Mawr
Bank Corporation and such of its Affiliates as have adopted the
SERP for their eligible employees, as amended and restated
effective January 1, 2009 to reflect the cessation of the
accrual of further benefits hereunder as of March 31, 2008 and
to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended.
ARTICLE I
DEFINITIONS
The following words and phrases as
used herein have the following meanings unless a different meaning
is plainly required by the context:
1.1 “ Administrator
” means the person or committee, appointed by the Board of
Directors, that shall be responsible for administering the
SERP.
1.2 “ Affiliate ”
means a corporation of which the Corporation controls, directly or
indirectly, at least 50 percent of the total combined voting power
of all classes of stock.
1.3 “ Beneficiary
” means the surviving spouse or other person, persons or
trust designed by a Participant as direct or contingent beneficiary
under the Pension Plan.
1.4 “ Board of
Directors ” means the Board of Directors of Bryn Mawr
Bank Corporation.
1.5 “ Bonus ”
means an amount payable to an Executive that is not part of the
Executive’s base salary and that is payable at the direction
of a Participating Employer’s Board of Directors or in
accordance with a Participating Employer’s bonus
program.
1.6 “ Bonus Deferral
” means the amount of a Bonus that a participant elects to
defer until retirement or separation from service in accordance
with the terms of the Deferred Bonus Plan.
1.7 “ Code ”
means, collectively, the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations promulgated thereunder.
1.8 “ Corporation
” means Bryn Mawr Bank Corporation.
1.9 “ Deferred Bonus
Plan ” means the Deferred Bonus Plan for Executives of
Bryn Mawr Bank Corporation, as amended from time to
time.
1.10 “ Effective Date
” means January 1, 1989. The effective date of this
amendment and restatement of the SERP is January 1,
2009.
1.11 “ Employee ”
means any individual who is employed by a Participating
Employer.
1.12 “ Executive
” means an Employee who is eligible to and has elected to
participate in the Deferred Bonus Plan.
1.13 “ Participant
” means an Employee who has met the eligibility requirements
set forth in Article II, or a former Employee who is entitled
to benefits under the SERP.
1.14 “ Participating
Employer ” means the Corporation and each Affiliate that
has elected to participate in the Plan.
1.15 “ Pension Plan
” means the Bryn Mawr Bank Corporation Pension Plan, as
amended.
1.16 “ Separation from
Service ” means, with respect to a Participant, his or
her “separation from service,” within the meaning of
Section 409A of the Code from the Participating Employer of
the Participant. To the extent required by the definition of
“separation from service” under Section 409A of
the Code, “Separation from Service” shall mean a
Participant’s separation from service (as so defined) from
both the Company and all Affiliates
1.17 “ Specified
Employee ” means an individual who is a “specified
employee” with respect to his or her Participating Employer
within the meaning of Section 409A of the Code.
ARTICLE II
ELIGIBILITY
2.1 Eligible Employees .
Except as provided in Section 2.2, an Employee shall be
eligible for a benefit under the SERP if:
2.1.1 the Employee’s benefit
under the Pension Plan is limited by the restrictions of Code
section 415, which limits the maximum permissible annual
benefits, or by the restrictions of Code section 401(a)(17), which
limits the maximum annual compensation of an Employee that may be
taken into account for purposes of the Pension Plan; or
2.1.2 the Employee made a Bonus
Deferral under the Deferred Bonus Plan.
2.2 Ineligible Employees .
The following Employees shall be ineligible for a benefit under
this SERP:
2.2.1 Employees who terminated
employment with the Corporation and its Affiliates before
January 1, 1989;
2.2.2 Employees who terminated
employment with the Corporation and its Affiliates before being 100
percent vested in an accrued benefit under the Pension Plan;
and
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2.2.3 Employees who terminated
employment with the Corporation and its Affiliates before the
earliest to occur of their “Normal Retirement Date,”
“Early Retirement Date,” “Total and Permanent
Disability” (as such terms are defined in the Pension Plan)
or death, whether or not such an Employee is entitled to a deferred
vested benefit under the Pension Plan.
ARTICLE III
BENEFITS
3.1 Annual Benefit . The
annual benefit to which a Participant or his Beneficiary shall be
entitled under the SERP is the excess, if any, of:
3.1.1 the annual benefit that would
have been paid to such Participant or his Beneficiary under the
Pension Plan, if the Participant’s benefit under the Pension
Plan were calculated as of March 31, 2008, without taking into
account any service completed or compensation received
thereafter:
3.1.1.1 without regard to the
limitations of Code section 415 on maximum annual
benefits;
3.1.1.2 without regard to the
limitation of Code section 401(a)(17) on maximum annual
compensation; and
3.1.1.3 by including within the term
“Compensation” (as defined in Section 1.12.1 of
the Pension Plan) bonus amounts paid with respect to 1997 or later
years and which were deferred pursuant to the Deferred Bonus Plan;
over
3.1.2 the annual benefit that is
actually paid to such Participant or his Beneficiary under the
Pension Plan.
3.1.3 Notwithstanding any other
provision of this SERP to the contrary, effective January 1,
2000, any Secretary of Bryn Mawr Bank Corporation or Vice Chairman
and Secretary of the Bryn Mawr Trust Company, who terminates
employment before March 1, 2001, shall have such benefit
calculated including any amount deferred pursuant to the Deferred
Bonus Plan during 1996 (relating to a bonus awarded for the 1995
calendar year).
3.2 Payment of Benefits . The
method and timing of a Participant’s benefit payments (or
those of his Beneficiary) under the SERP shall be determined in
accordance with this Section 3.2.
3.2.1 The method and timing of a
Participant’s benefit payments (or those of his or her
Benefic
