Exhibit 10.14
AMENDED AND
RESTATED
OCEAN CITY HOME
BANK
CHANGE IN CONTROL SEVERANCE
COMPENSATION PLAN
The purpose of the Ocean City Home
Bank Change in Control Severance Compensation Plan (the
“Plan”) is to ensure the successful continuation of the
business of Ocean City Home Bank (the “Bank”) and the
fair and equitable treatment of the Bank’s employee following
a Change in Control (as defined below). The Bank has amended and
restated this Plan in its entirety to conform with 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 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 with the Bank is involuntarily
terminated or (ii) the employee terminates employment with the
Bank voluntarily after being offered continued employment in a
position that is not a Comparable Position (as defined
below).
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C.
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Limitations on Eligibility for Change in Control
Severance Benefits .
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1.
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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 within the Bank 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 with the Bank and/or Ocean Shore Holding Co. (the
“Company”).
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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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3.
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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 thirty-five
(35) 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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D.
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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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(1)
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Merger : 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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(2)
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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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(3)
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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 (
2 / 3 ) 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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(4)
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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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E.
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Determination of the Change in Control Severance
Benefit .
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The Change in Control Severance
Benefit payable to an eligible employee under this Plan shall be
determined as follows:
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(1)
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An eligible
employee who become entitled to receive a Change in Control
Severance Payment under the Plan shall receive a benefit determined
under the following schedule:
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(a)
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The basic
benefit under the Plan shall be determined as the product of
(i) the employee’s years of service from his or her hire
date (including partial years) through the termination date and
(ii) one (1) month of the employee’s Base
Compensation (as defined below). A “year of service”
shall mean each 12-month period of service following an
employee’s hire date determined without regard the number of
hours worked during such period(s).
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(b)
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Notwithstanding
anything in this Plan to the contrary, the minimum payment to an
eligible employee under this Plan shall be one (1) month of
Base Compensation and the maximum payment to an eligible employee
shall not exceed 199% of the employee’s Base
Compensation.
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(c)
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The Change in
Control Severance payment shall be made in a lump sum not later
than five (5) business days after the date of the
employee’s termination of employment.
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(2)
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For purpose of
determinations under this paragraph D, “Base
Compensation” shall mean:
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(a)
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for salaried
employees, the employee’s annual base salary at the rate in
effect on his or her termination date or, if greater, the rate in
effect on the date immediately preceding the Change in
Control.
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2
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(b)
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for employees
whose compensation is determined in whole or in part on the basis
of commission income, the employee’s base salary at
termination (or, if greater, the base salary on date immediately
preceding the effective date of the Change in Control), if any,
plus the commissions earned by the employee in the twelve
(12) full calendar months preceding his or her termination
date (or, if greater, the commissions earned in the twelve
(12) full calendar months immediately preceding the effective
date of the Change in Control).
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(c)
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for hourly
employees, the employee’s
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