Exhibit
10.9
AMENDED
AND RESTATED
FIRST
FEDERAL SAVINGS BANK OF FRANKFORT
CHANGE
IN CONTROL SEVERANCE COMPENSATION PLAN
The
purpose of the First Federal Savings Bank OF Frankfort Change in
Control Severance Compensation Plan (the “Plan”) is to
ensure the successful continuation of the business of First Federal
Savings Bank OF Frankfort (the “Bank”) and the fair and
equitable treatment of employees following a Change in Control (as
defined below). The Bank has amended and restated this
Plan to conform to the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the
“Code”).
Subject
to paragraph C below, any employee of the Bank (or a subsidiary
that has adopted that Plan in accordance with paragraph H) with at
least one year of service as of his or her termination date shall
be eligible to receive a Change in Control Severance Benefit (as
defined below) if, within the period beginning on the effective
date of a Change in Control and ending on the first anniversary of
such date, (i) the employee’s employment is involuntarily
terminated or (ii) the employee terminates employment voluntarily
after being offered continued employment in a position that is not
a Comparable Position (as defined below).
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Limitations
on Eligibility for Change in Control Severance
Benefits .
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1. No
employee shall be eligible for a Change in Control Severance
Benefit if (a) his or her employment is terminated for
“Cause”, (b) he or she is offered a Comparable Position
and declines to accept such position or (c) the employee is, at the
time of termination of employment, a party to an individual
employment agreement or change in control agreement.
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2.
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For
purposes of this Plan, a termination of employment for
“Cause” shall include termination because of the
employee’s personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of
any law, rule or regulation (other than traffic violations or
similar offenses) or violation of any final cease-and desist order,
or material breach of any provision of the plan.
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4. For
purposes of this Plan, a “Comparable Position” shall
mean a position that would (i) provide the employee with base
compensation and benefits that are comparable in the aggregate to
those provided to the employee prior to the Change in Control, (ii)
provide the employee with an opportunity for variable bonus
compensation that is comparable to the opportunity provided to the
employee prior to the Change in Control, (iii) be in a location
that would not require the employee to increase his or her daily
one way commuting distance by more than twenty-five miles as
compared to the employee’s commuting distance immediately
prior to the Change in Control and (iv) have job skill requirements
and duties that are comparable to the requirements and duties of
the position held by the employee prior to the Change in
Control.
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Definition
of Change in Control .
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For
purposes of this Plan, “Change in Control” means the
occurrence of any one of the following events:
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Merger
:
Kentucky First Federal Bancorp, Inc. (the “Company”)
merges into or consolidates with another corporation, or merges
another corporation into the Company, and as a result less than a
majority of the combined voting power of the resulting corporation
immediately after the merger or consolidation is held by persons
who were stockholders of the Company immediately before the merger
or consolidation.
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Acquisition
of Significant Share Ownership : The
Company files, or is required to file, a report on Schedule 13D or
another form or schedule (other than Schedule 13G) required under
Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if
the schedule discloses that the filing person or persons acting in
concert has or have become the beneficial owner of 25% or more of a
class of the Company’s voting securities, but this clause (b)
shall not apply to beneficial ownership of Company voting shares
held in a fiduciary capacity by an entity of which the Company
directly or indirectly beneficially owns 50% or more of its
outstanding voting securities.
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Change
in Board Composition : During
any period of two consecutive years, individuals who constitute the
Company’s Board of Directors at the beginning of the two-year
period cease for any reason to constitute at least a majority of
the Company’s Board of Directors; provided, however, that for
purposes of this clause (iii), each director who is first elected
by the board (or first nominated by the board for election by the
stockholders) by a vote of at least two-thirds (⅔) of the
directors who were directors at the beginning of the two-year
period shall be deemed to have also been a director at the
beginning of such period; or
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Sale
of Assets : The
Company sells to a third party all or substantially all of its
assets.
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Determination
of the Change in Control Severance Benefit
.
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The
Change in Control Severance Benefit payab
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