AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
("Agreement") entered
into on September 16,
2008 ("Effective
Date"), by and
between CHEVIOT SAVINGS BANK ("Bank") and KEVIN KAPPA
("Employee").
WHEREAS, Bank and
Employee entered into a change in control severance
agreement dated on the 5th day of January, 2004 (the "Prior
Agreement"); and
WHEREAS, Section 409A of the Internal Revenue Code (the "Code"),
effective
January 1, 2005, requires deferred compensation arrangements, including those
set forth in
change in control severance agreements, to comply with its
provisions and
restrictions
and limitations on payments of deferred
compensation; and
WHEREAS, the Bank desires to amend and restate the Prior Agreement
in order
to make changes to comply with Section 409A of the Code; and
WHEREAS, Employee has agreed to such changes.
NOW
THEREFORE, it is agreed as follows:
1. Employment.
Employee is employed
in the capacity as the Vice President of
Compliance of the
Bank. Employee
will render such administrative and
management services to
Bank and Cheviot Financial Corp. ("Parent") as are
currently rendered and as are customarily performed by persons situated
in
a
similar executive capacity. Employee will promote to the extent
permitted
by
law the business of
Bank and Parent.
Employee's other
duties will be
such as the Board of
Directors for Bank (the "Board of Directors" or
"Board") may from time to time reasonably direct, including normal duties
as
an officer of Bank.
2. Terms of
Agreement.
The term of this Agreement will be for the period
commencing on
the Effective Date and ending thirty-six (36) months
thereafter provided
that all changes
intended to comply with Section 409A
of
the Code shall be
retroactively
effective to January
1, 2005. On, or
before, each annual
anniversary date from
the Effective Date, the term of
this
Agreement will be
extended for an additional one-year period beyond
the
then effective
expiration date upon a determination and resolution of
the
Board of Directors that the performance of Employee has met the
requirements and
standards of the Board, and that the term of such
Agreement will be extended.
3. Termination
of Employment in
Connection with or
Subsequent to a Change in
Control.
3.1
Involuntary
Termination.
Notwithstanding any
provision herein to the
contrary, in the event
of the involuntary
termination of
Employee's
employment under this Agreement, absent Cause, in connection with,
or
within twelve (12) months after, a Change in Control, Employee will
be
paid an amount
equal to two times the
prior calendar year's cash
compensation paid to
Employee by Bank
(whether said amounts were
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received or deferred by Employee). Said sum will be paid in a
single
cash lump sum distribution within thirty (30) days of such
termination
of employment,
and such payments will
be in lieu of any other future
payments
which Employee would be otherwise entitled to receive.
Notwithstanding the
foregoing,
all sums payable
hereunder will be
reduced in such
manner and to such
extent so that no such
payments
made hereunder when
aggregated with all
other payments to be made to
Employee by Bank or
the Parent will be
deemed an "excess
parachute
payment" in accordance
with Code Section 280G and be subject to
the
excise tax provided
under Code Section 4999. In the event that a
reduction of payment is necessary, the cash severance payable
pursuant
to Section 3 hereof shall be reduced by the minimum amount necessary
to result in no portion of the payments and benefits payable by the
Bank under Section 3
being non-deductible
to the Bank
pursuant to
Section 280G of the
Code and subject
to excise tax imposed under
Section 4999 of the Code.
"Change in Control" will refer to the ownership, holding or power to
vote more than 25% of the Parent's or Bank's voting stock, the
control
of the election of a majority of the Parent's or Bank's directors,
or
the exercise
of a controlling influence over the management or
policies of the Parent or Bank by any person or by persons acting
as a
group within the meaning of Section 13(d) of the Securities Exchange
Act of 1934.
The term "person" means an individual other than
Employee, or a corporation, partnership, trust, Bank, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization or
any other fort of entity not specifically listed herein.
3.2
Termination for Good
Reason.
(a)
Notwithstanding any
other provision of this Agreement to the contrary,
in the event of the
Employee's termination
of employment for Good
Reason within twelve
(12) months following
a Change in Control,
the
Employee will be entitled to receive the payments described in
Section
3.1 of this Agreement within thirty (30) days following such
termination of employment.
(b)
Termination
for "Good Reason"
shall mean termination
by the Employee
following a Change in Control based on the following:
(i) (1) a material
diminution in the Employee's base compensation as
in effect immediately prior to the date of the Change in Control or
as
the same may be increased from time to time thereafter, (2) a
material
diminution in the Employee's authority, duties or responsibilities as
in effect immediately prior to the Change in Control, or (3) a
material diminution in
the authority, duties
or responsibilities
of
the officer (as in effect immediately prior to the date of
the Change
in Control) to whom the Employee is required to re
