ROEBLING FINANCIAL CORP, INC.
DIRECTORS CHANGE IN CONTROL SEVERANCE
PLAN
WHEREAS , Roebling
Financial Corp, Inc. (the “Company”) wishes to provide
assurances to its non-employee members of the Board of Directors
(“Board”) that their continued service and contribution
is valued and to offer a degree of economic security to such
individuals so long as such service is deemed beneficial to the
Board as indicated by their continued election and re-election to
such Board from time to time; and
WHEREAS , the Company
believes it would be beneficial to the stockholders of the Company
to retain members of the Board after a Change of Control of the
Company or Roebling Bank (“Bank”); and
WHEREAS , it is deemed
advisable and in the best interests of the Company and the Bank to
encourage the retention of members of the Board following a change
in control and to offer to its non-employee members of the Board a
degree of financial security in the event that their service is
terminated as a result of a Change in Control of the Company or the
Bank.
NOW, THEREFORE, BE IT RESOLVED
, that the Plan shall be implemented as of the
Effective Date as follows:
ARTICLE I
DEFINITIONS
The following words and phrases as used herein
shall, for the purpose of the Plan and any subsequent amendment
thereof, have the following meanings unless a different meaning is
plainly required by the content:
“ Board
” means the Board of Directors of the Company,
as constituted from time to time, and successors
thereto.
" Change in
Control " means : (i) a change in
ownership of the Bank or the Company under paragraph (a) below, or
(ii) a change in effective control of the Bank or the Company under
paragraph (b) below, or (iii) a change in the ownership of a
substantial portion of the assets of the Bank under paragraph (c)
below:
(a) CHANGE
IN THE OWNERSHIP OF THE BANK OR THE COMPANY. A change in the
ownership of the Bank or the Company shall occur on the date that
any one person, or more than one person acting as a group (as
defined in paragraph (b)), acquires ownership of stock of the
corporation that, together with stock held by such person or group,
constitutes more than 50 percent of the total fair market value or
total voting power of the stock of such corporation. However, if
any one person or more than one person acting as a group, is
considered to own more than 50 percent of the total fair market
value or total voting power of the stock of a corporation, the
acquisition of
additional stock by the same person or persons is
not considered to cause a change in the ownership of the
corporation (or to cause a change in the effective control of the
corporation (within the meaning of paragraph (b) below). An
increase in the percentage of stock owned by any one person, or
persons acting as a group, as a result of a transaction in which
the corporation acquires its stock in exchange for property will be
treated as an acquisition of stock for purposes of this section.
This paragraph (a) applies only when there is a transfer of stock
of a corporation (or issuance of stock of a corporation) and stock
in such corporation remains outstanding after the
transaction.
(b) CHANGE
IN THE EFFECTIVE CONTROL OF THE BANK OR THE COMPANY. A change in
the effective control of the Bank or the Company shall occur on the
date that either (i) any one person, or more than one person acting
as a group (as determined below), acquires (or has acquired during
the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the
corporation possessing 30 percent or more of the total voting power
of the stock of such corporation; or (ii) a majority of members of
the corporation's board of directors is replaced during any
12-month period by directors whose appointment or election is not
endorsed by a majority of the members of the corporation's board of
directors prior to the date of the appointment or election,
provided that for purposes of this paragraph (b)(ii), the term
corporation refers solely to a corporation for which no other
corporation is a majority shareholder. In the absence of an event
described in paragraph (i) or (ii), a change in the effective
control of a corporation will not have occurred. If any one person,
or more than one person acting as a group, is considered to
effectively control a corporation (within the meaning of this
paragraph (b)), the acquisition of additional control of the
corporation by the same person or persons is not considered to
cause a change in the effective control of the corporation (or to
cause a change in the ownership of the corporation within the
meaning of paragraph (a)). Persons will not be considered to be
acting as a group solely because they purchase or own stock of the
same corporation at the same time, or as a result of the same
public offering.
(c) CHANGE
IN THE OWNERSHIP OF A SUBSTANTIAL PORTION OF THE BANK'S OR THE
COMPANY’S ASSETS. A change in the ownership of a substantial
portion of the Bank's or the Company’s assets shall occur on
the date that any one person, or more than one person acting as a
group (as determined below), acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition
by such person or persons) assets from the corporation that have a
total gross fair market value equal to or more than 40% of the
total gross fair market value of all of the assets of the
corporation immediately prior to such acquisition or acquisitions.
For this purpose, gross fair market value means the value of the
assets of the corporation, or the value of the assets being
disposed of, determined without regard to any liabilities
associated with such assets. There is no Change in Control event
under this paragraph (c) when there is a transfer to an entity that
is controlled by the shareholders of the transferring corporation
immediately after the transfer.
(d) Each of the
sub-paragraphs (a) through (c) above shall be construed and
interpreted consistent with the requirements of Section 409A of the
Code and any Treasury regulations or other guidance issued
thereunder.
“ Code
” means the Internal Revenue Code of 1986, as
amended.
“ Committee ” means the Board or
the administrative committee as appointed by the Board pursuant to
Section 6.11 herein.
“ Company
” means Roebling Financial Corp, Inc., or any
successors thereto.
“ Director
” means a member of the Board of Directors of
the Company as of the Effective Date.
“ Effective
Date ” means May 7,
2008.
“ Participant ” means a Director
(other than a Director that is otherwise a full-time employee of
the Bank or the Company as of the Effective Date) serving as a
member of the Board on or after the Effective Date. A Director's
participation in the Plan shall continue as long as he or she
continues to serve as a Director, subject to the right of
termination, amendment, and modification of the Plan set forth
herein.
“ Plan
” means the Roebling Financial Corp, Inc.
Directors Change in Control Severance Plan as set forth herein, and
as may be amended from time to time by the Board.
“ Service
” means all years of service as a Director of
the Bank or the Company and all predecessor (or successor) entities
of the Bank. Years of service as a Director need not be continuous.
Simultaneous service with the Company and the Bank will not be
counted twice.
“ Severance Benefit
Amount ” means the benefit payable
under the Plan in accordance Section 2.2 herein.
“ Severance Benefit
Amount Multiplier ” means the
number set forth under the Plan in accordance Section 2.2(a) herein
utilized in calculation of the Severance Benefit Amount.
“ Termination
Event ” means the Termination of
Service as a Director following the date of a Change in Control of
the Bank or Company or within twenty-four (24) months
thereafter.
ARTICLE II
BENEFITS
2.1
Severance Benefits. Upon the occurrence of a Termination Event, the Company shall
pay to the Participant the Severance Benefit Amount, as described
and in the amount set forth at Article II, Section 2.2. Payment of
such Severance Benefit Amount shall be made in a lump-sum
immediately upon the Termination Event. Notwithstanding anything
herein to the contrary, the Company shall have no financial
obligations to any Participant under the Plan in the event of a
Participant's Termination of Service as a Director of the Company
occurring prior to a Change in Control.
2.2
Severance Benefit Amount. The Severance Benefit Amount shall be calculated and payable as
follows:
a. A
Severance Benefit Amount shall be calculated based upon Board
service of the Participant prior to the Termination Event as
follows:
|
|
|
Years of Service
|
|
Severance Benefit Amount Multiplier
|
|
|
|
|
|
|
|
|
|
|
|
less than 10 years
|
|
1.0x
|
|
|
|
|
more than 10 but less than 15 years
|
|
1.5x
|
|
|
|
|
More than 15 but less than 20 years
|
|
2.0x
|
|
|
|
|
More than 20 years
|
|
3.0x
|
|
|
|
|
|
|
|
|
|
|
b.
|
The Severance Benefit Amount shall be calculated as
the aggregate annual Board compensation paid or payable to the
Participant by the Company and/or the Bank (including any amounts
deferred in accordance with a fee deferral arrangement) based upon
service as a director during the most recently completed calendar
year ending as of or immediately prior to the date of the Change in
Control multiplied by the Severance Benefit Amount Multiplier set
forth at Section 2.2(a).
|
c. Benefits
payable in accordance with the Plan are exclusive of any other
benefits that may be payable to a Participant under any other plan
of the Bank or the Company.
2.3
No 280G Payments. Notwithstanding the forgoing, all sums payable hereunder shall
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 the Participant by the Bank or the Company shall be
deemed an “excess parachute payment” in accordance with
Code 280G and regulations promulgated thereunder and subject the
Participant to the excise tax provided at Section 4999(a) of the
Code.
ARTICLE III
TRUST/NON-FUNDED STATUS OF P