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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Addendum or Modifications

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN | Document Parties: PROVIDENT NEW YORK BANCORP | PROVIDENT BANK You are currently viewing:
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PROVIDENT NEW YORK BANCORP | PROVIDENT BANK

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Title: SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Governing Law: New York     Date: 8/11/2008
Industry: SandLs/Savings Banks     Sector: Financial

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, Parties: provident new york bancorp , provident bank
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Exhibit 10.2

PROVIDENT BANK

2005

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

INTRODUCTION

WHEREAS , Provident Bank (the “Bank”) maintains the Supplemental Executive Retirement Plan (the “1995 SERP”) for the purpose of providing benefits that “make up” for benefits that cannot be provided under the Bank’s tax qualified retirement plans due to the Applicable Limitations (as herein defined) or that are not provided under such plans due to the deferral of compensation; and

WHEREAS , the Bank desires to split the 1995 SERP into two separate plans—one named the Provident Bank Amended and Restated 1995 Supplemental Executive Retirement Plan (the “409A Grandfathered SERP”) and one named the Provident Bank 2005 Supplemental Executive Retirement Plan (the “2005 SERP”)—in connection with the enactment of section 409A of the Code; and

WHEREAS, the 409A Grandfathered SERP will provide (a) the supplemental retirement or survivor benefits of specified executives that were “earned and vested” (within the meaning of section 409A of the Code) under the 1995 SERP on or prior to December 31, 2004, and (b) the supplemental incentive savings benefits and supplemental ESOP benefits of all participants and former participants in the 1995 SERP that were “earned and vested” under the 1995 SERP on or prior to December 31, 2004; and

WHEREAS, the 2005 SERP (also referred to herein as the “Plan”) will provide (a) all benefits accrued under the 1995 SERP through the day prior to the Effective Date (as defined herein), other than those provided under the 409A Grandfathered SERP, and (b) all benefits accrued on and after the Effective Date under the terms of the 2005 SERP;

NOW THEREFORE:

The Bank hereby sets forth below the terms of the 2005 SERP, which shall be as follows effective as of the date last written below (the “Effective Date”):

ARTICLE I

DEFINITIONS

Wherever appropriate to the purposes of the Plan, capitalized terms shall have the meanings assigned to them under the Retirement Plan, the 401(k) Plan, and the ESOP; provided , however , that the following special definitions shall apply for purposes of the Plan, unless a different meaning is clearly indicated by the context:

Section 1.1 Actuarial Equivalent means a benefit of equivalent value when computed on the basis of actuarial tables and interest rates adopted under the provisions of the Retirement Plan for use in making such computations.


Section 1.2 Applicable Limitation means any one of the following: (a) the maximum limitation on annual benefits payable by a qualified defined benefit plan under section 415(b) of the Code; (b) the maximum limitations on annual additions to a qualified defined contribution plan under section 415(c) of the Code; (c) the maximum limitation on the annual amount of compensation that may be taken into consideration for contribution and benefit purposes under section 401(a)(17) of the Code; (d) with respect to the 401(k) Plan, the limitations on salary deferrals and matching contributions under sections 401(k), 401(m) and 402(g) of the Code, and (e) with respect to the ESOP, the limitations under section 415(c)(6) with respect to allocations to highly compensated employees that apply in order to avoid taking interest contributions and forfeitures under the ESOP into consideration in applying the limitations of section 415(c)(1).

Section 1.3 Bank means Provident Bank, and any successor thereto, and any corporation that is a member of a controlled group of corporations (as defined in section 414(b) of the Code) that includes Provident Bank or any trade or business (whether or not incorporated) that is under common control (as defined in section 414(c) of the Code) with Provident Bank, which, with the prior approval of the Board, and subject to such conditions as may be imposed by such Board, shall adopt this Plan.

Section 1.4 Bank Contributions means contributions by the Bank to the 401(k) Plan.

Section 1.5 Beneficiary means such person(s) as may be designated by a Participant as the Participant’s Beneficiary in accordance with such rules and procedures as may be prescribed by the Committee. If no Beneficiary has been designated, then the Beneficiary shall be the estate of the Participant.

Section 1.6 Benefit means a Supplemental Retirement Benefit, a Supplemental Incentive Savings Benefit, or a Supplemental ESOP Benefit.

Section 1.7 Board means the Board of Directors of the Bank.

Section 1.8 Code means the Internal Revenue Code of 1986, as amended from time to time.

Section 1.9 Committee means the Compensation Committee of the Board, or such other person, committee or other entity as shall be designated by or on behalf of the Board to perform duties on its behalf under the Plan.

Section 1.10 Common Stock means common stock of Provident New York Bancorp or any successor in interest.

Section 1.11 Conversion Date means the date specified by the Committee as the “Conversion Date.”

Section 1.12 Default Rate means the rate earned from time-to-time in a money market fund as designated from time-to-time by the Committee.

 

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Section 1.13 Eligible Employee means a person who is employed by the Bank as an Executive Vice President or in a more senior executive officer position and designated as eligible to participate in the Plan by the Chief Executive Officer of the Bank (or the Committee in this case of designation of the Chief Executive Officer to participate in the Plan).

Section 1.14 ESOP means the Provident Bank Employee Stock Ownership Plan, as amended from time to time.

Section 1.15 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time (including the corresponding provisions of any succeeding law).

Section 1.16 401(k) Plan means the Provident Bank 401(k) Plan, as amended from time to time.

Section 1.17 Participant means each person who is or becomes a Participant in accordance with Article II hereof.

Section 1.18 Payment Election means an election duly filed by a Participant in accordance with Section 3.5 that specifies the time and form of payment of a Participant’s Benefits.

Section 1.19 Plan means this Provident Bank 2005 Supplemental Executive Retirement Plan, as amended from time to time.

Section 1.20 Retirement Plan means the Provident Bank Defined Benefit Pension Plan, as amended from time to time.

Section 1.21 Termination of Service means an Employee’s separation from the service (within the meaning of section 409A of the Code) with respect to the Bank, whether by resignation, discharge, death, disability, retirement or otherwise.

Section 1.22 Transition Interest Rate means the higher of (a) the five-year CD rate and (b) the Federal Funds Target Rate, in each case as published in the Wall Street Journal on the first publication date of the calendar year.

Section 1.23 Transition Participant means a Participant who is not actively employed by the Bank on or after the Conversion Date.

Section 1.24 Valuation Date means, unless otherwise determined by the Committee, the last business day of each calendar month.

ARTICLE II

PARTICIPATION

Section 2.1 Effective Date Participants .

 

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Each Participant in the 1995 SERP who immediately prior to the Effective Date had an accrued benefit under the 1995 Plan that was not earned and vested as of December 31, 2004, shall be a Participant as of the Effective Date.

Section 2.2 New Participants .

On and after the Effective Date, an Eligible Employee shall become a Participant on the first day (on or after becoming an Eligible Employee) on which either (a) the Eligible Employee’s salary is paid at an annual rate equal to or in excess of the annual limitation under section 401(a)(17) of the Code as in effect from time to time, or (b) the Eligible Employee’s benefit under the Retirement Plan, 401(k) Plan or ESOP is reduced because of an Applicable Limitation.

ARTICLE III

BENEFITS TO PARTICIPANTS

Section 3.1 Supplemental Retirement Benefits .

(a) A Participant shall be entitled to a supplemental retirement benefit (the “Supplemental Retirement Benefit”) under this Plan in an amount equal to the excess of:

 

 

(i)

the retirement or survivor benefit to which the Participant would be entitled under the Retirement Plan assuming that (A) the Applicable Limitations did not apply, and (B) any compensation or fees deferred by the Participant as an officer or director of the Bank were counted as compensation under the Retirement Plan in the year to which the deferred compensation or fees related (but only to the extent that any such compensation or fees would have constituted “Compensation” as defined in the Retirement Plan had they not been deferred); over

 

 

(ii)

the sum of (A) the actual retirement or survivor benefit to which Participant is entitled under the Retirement Plan taking into account the Applicable Limitations and (B) the Participant’s Supplemental Retirement Benefit under the 409A Grandfathered SERP (determined as an Actuarially Equivalent Benefit payable in the same form as the benefit described in Section 3.1(a)(i)).

(b) The Supplemental Retirement Benefit provided for in Section 3.1(a) shall be paid in accordance with Section 3.5 hereto and shall be Actuarially Equivalent to the amount provided for in Section 3.1(a).

(c) In the event of the death of a Participant before the date that the Participant has commenced receiving the Participant’s Supplemental Retirement Benefit, the Participant’s Beneficiary shall be entitled to receive a survivor benefit (“Survivor Benefit”) hereunder that is Actuarially Equivalent to the survivor benefit, if any, that would be payable under the Retirement

 

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Plan assuming that the Participant’s accrued retirement benefit under the Retirement Plan as of the day prior to the Participant’s death was equal to the Supplemental Retirement Benefit to which the Participant would have been entitled hereunder had the Participant’s Termination of Service occurred as of the day before the Participant’s death. Such Survivor Benefit shall be paid to the Participant’s Beneficiary at such time and in such form as may be permitted by the Committee and designated by the Participant in his or her Payment Election. In the event of the death of a Participant on or after the date that the Participant has commenced receiving the Participant’s Supplemental Retirement Benefit, such Supplemental Retirement Benefit, to the extent unpaid, shall be paid to the Participant’s Beneficiary at such time and in such form as may be permitted by the Committee and designated by the Participant in his or her Payment Election.

Section 3.2 Supplemental Incentive Savings Benefit .

(a) A Participant’s “Supplemental Incentive Savings Benefit” shall be an amount equal to the excess of:

 

 

(i)

The product of (A) the Participant’s 401(k) Plan Make-Up Benefit, if any, adjusted for Deemed Earnings in accordance with Section 3.4 hereof, and (B) the Participant’s vested percentage under the 401(k) Plan, over

 

 

(ii)

the Participant’s Supplemental Incentive Savings Benefit under the 409A Grandfathered SERP.

A


 
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