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CHEVIOT SAVINGS BANK
DIRECTORS DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective as of March 16, 2004)
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TABLE OF CONTENTS
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ARTICLE I -
DEFINITIONS.................................................................1
ARTICLE II - PLAN
PARTICIPANTS..........................................................2
SECTION 2.1 - MEMBERS
OF BOARD ON EFFECTIVE DATE....................................2
SECTION 2.2 - MEMBERS
OF BOARD AFTER EFFECTIVE DATE.................................2
SECTION 2.3 - DURATION
OF PARTICIPATION.............................................2
ARTICLE III - BENEFIT
AMOUNT............................................................2
SECTION 3.1 - BENEFIT
AMOUNT WHEN BENEFIT IS PAID IN NORMAL FORM....................2
SECTION 3.2 - BENEFIT
AMOUNT WHEN BENEFIT IS PAID OTHER THAN IN NORMAL FORM.........3
SECTION 3.3 - BENEFIT
AMOUNT WHEN SINGLE SUM PAYMENT IS MADE
IN LIEU OF REMAINING ANNUAL
INSTALLMENTS..........................3
SECTION 3.4 -
ACTUARIAL EQUIVALENCE
FACTOR..........................................3
ARTICLE IV - DISTRIBUTION OF PLAN
BENEFIT...............................................3
SECTION 4.1 - GENERAL
RULES AS TO PAYMENT OF BENEFIT................................3
SECTION 4.2 - EFFECT
OF CHANGE IN CONTROL ON PAYMENT OF
BENEFIT.....................4
SECTION 4.3 - EFFECT
OF DEATH OF PARTICIPANT ON PAYMENT OF
BENEFIT..................4
SECTION 4.4 - FORFEIT
OF BENEFIT IF PARTICIPANT VIOLATES STANDARDS OF CONDUCT.......4
SECTION 4.5 - TAX
WITHHOLDING.......................................................5
SECTION 4.6 - DATE "AS
OF" WHICH PAYMENT IS MADE....................................5
SECTION 4.7 - FACILITY
OF PAYMENT...................................................5
SECTION 4.8 -
ADDRESSES REQUIRED TO BE KEPT
CURRENT.................................5
SECTION 4.9 -
APPLICABLE BENEFIT
PROVISIONS.........................................6
ARTICLE V - ADMINISTRATION OF
PLAN......................................................6
SECTION 5.1 -
DESIGNATION OF
ADMINISTRATOR..........................................6
SECTION 5.2 -
ADMINISTRATIVE
EXPENSES...............................................6
SECTION 5.3 - POWERS
OF
ADMINISTRATOR...............................................6
SECTION 5.4 -
INDEMNIFICATION OF
ADMINISTRATOR......................................7
SECTION 5.5 - CLAIMS
PROCEDURES.....................................................7
ARTICLE VI - AMENDMENT AND
TERMINATION..................................................8
ARTICLE VII - NO FUNDING OF
BENEFITS....................................................8
ARTICLE VIII -
MISCELLANEOUS............................................................8
SECTION 8.1 - ACTIONS
OF COMPANY....................................................8
SECTION 8.2 - NO
ASSIGNMENT OF BENEFITS
PERMITTED...................................8
SECTION 8.3 -
REEMPLOYMENT OR CONTINUED
EMPLOYMENT..................................9
SECTION 8.4 -
APPLICABLE
LAW........................................................9
SECTION 8.5 - PLAN
YEAR.............................................................9
SECTION 8.6 -
SEPARABILITY OF
PROVISIONS............................................9
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SECTION 8.7 - HEADINGS
AND COUNTERPARTS.............................................9
SECTION 8.8 - NO RIGHT
TO BOARD MEMBERSHIP..........................................9
SECTION 8.9 - MERGER
OR CONSOLIDATION OF
COMPANY....................................9
SECTION 8.10 - PLAN
BINDING ON
SUCCESSORS..........................................10
SECTION 8.11 -
NOTICES.............................................................10
SECTION 8.12 -
DEFINITION OF CHANGE IN
CONTROL.....................................10
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CHEVIOT SAVINGS BANK
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DIRECTORS DEFERRED COMPENSATION PLAN
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(As Amended and Restated Effective as of March 16, 2004)
Effective as of March 31, 2003, CHEVIOT
SAVINGS BANK adopted the CHEVIOT SAVINGS
BANK DIRECTORS DEFERRED COMPENSATION PLAN
for members of its Board in order to
provide retirement pay for the Board's
members. CHEVIOT SAVINGS BANK hereby
amends and restates the CHEVIOT SAVINGS
BANK DIRECTORS DEFERRED COMPENSATION
PLAN effective as of March 16, 2004. The
terms of the Plan as amended and
restated are as set forth herein.
ARTICLE I
DEFINITIONS
For purposes of the Plan, the following terms shall have the
meanings
hereinafter set forth unless the context
otherwise requires:
1.1
"ADMINISTRATOR" shall mean the person who is designated as the
Administrator of the Plan under the
provisions of Section 5.1 below.
1.2
"BENEFICIARY" shall mean, with respect to any Participant, the
person(s), trust(s), or entity(ies)
designated by the Participant, on any
writing approved or prepared by the
Administrator, to receive any benefit
payable under the Plan to the Participant's
Beneficiary after the Participant's
death. If more than one person, trust,
and/or entity is designated as the
Participant's Beneficiary, such writing
shall also indicate the share of any
benefit payable under the Plan to the
Participant's Beneficiary that is to be
paid to each such person, trust, and/or
entity. If a Participant fails to
designate a Beneficiary in any such
writing, or if for any reason such
designation is not effective, his or her
"Beneficiary" shall be his or her
estate.
1.3
"BOARD" shall mean the Board of Directors of the Company.
1.4
"CHANGE IN CONTROL" shall have the meaning described for such
term in Section 8.12 below.
1.5
"COMPANY" shall mean the Cheviot Savings Bank, or any legal
successor thereto.
1.6
"EFFECTIVE AMENDMENT DATE" shall mean March 16, 2004 and refers
to the effective date of the amendment and
restatement of the Plan that is
contained in this document.
1.7
"EFFECTIVE DATE" shall mean March 31, 2003 and refers to the
original effective date of the Plan.
1.8
"PARTICIPANT" shall mean any person who is a participant under
the provisions of Article II below.
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1.9
"PLAN" shall mean the plan set forth in this document, which
plan is named the Cheviot Savings Bank
Directors Deferred Compensation Plan.
Unless the context otherwise requires, any
reference herein to the "Plan" also
refers to the Plan as in effect from the
Effective Date to the Effective
Amendment Date.
1.10
"SERVICE" shall mean, with respect to any person, the aggregate
total period after the Effective Date
during which the person is a member of the
Board. If the person has post-Effective
Date periods of Board membership
interrupted by a period during which he or
she is not a Board member, then such
separate periods of Board membership shall
be aggregated in determining the
person's Service. In performing such
aggregation, the aggregation of two or more
less-than-one month periods of Board
membership shall be made on the basis that
30 days constitute one month of
Service.
ARTICLE II
PLAN PARTICIPANTS
SECTION 2.1 MEMBERS OF BOARD
ON EFFECTIVE DATE. Each person who was
a member of the Board on the Effective Date
became a participant in the Plan on
the Effective Date.
SECTION 2.2 MEMBERS OF BOARD
AFTER EFFECTIVE DATE. Each person who
was not a member of the Board on the
Effective Date but later became or becomes
a member of the Board shall become a
participant in the Plan only if he or she
completes ten years of Service and is a
member of the Board on the last day of a
Plan Year that ends after the date on which
he or she completes such ten years
of Service. A person who meets such
requirements shall become a participant in
the Plan on the last day of the first Plan
Year that ends after the date on
which he or she completes ten years of
Service and on the last day thereof he or
she is a member of the Board.
SECTION 2.3 DURATION OF
PARTICIPATION. A person who became or
becomes a participant under either Section
2.1 above or Section 2.2 above shall
be referred to as a "Participant" under
this Plan from the first date he or she
became or becomes a participant in the Plan
under either Section 2.1 above or
Section 2.2 above until the entire benefit
he or she is due under the Plan has
been paid or forfeited under the subsequent
terms of the Plan.
ARTICLE III
BENEFIT AMOUNT
SECTION
3.1
BENEFIT AMOUNT WHEN BENEFIT IS PAID IN NORMAL FORM. If
any Plan benefit that relates to a
Participant is paid under the provisions of
Article IV below in the normal form, the
amount of each annual installment
payment of such form shall be $11,400. For
purposes of the immediately preceding
sentence, the "normal form" means, with
respect to any Plan benefit that relates
to a Participant, ten consecutive annual
payments of cash, the first
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annual installment of which is made as of
the date of the Participant's 70th
birthday and each subsequent annual
installment of which is made as of an annual
anniversary of such date.
SECTION 3.2 BENEFIT AMOUNT
WHEN BENEFIT IS PAID OTHER THAN IN NORMAL
FORM. If any Plan benefit that relates to a
Participant is paid, under the
provisions of Article IV below, in a form
of payment that is not the normal form
(i.e., it is paid in either (i) the form of
a single sum cash payment made as of
any date or (ii) the form of ten
consecutive annual cash payments the first
annual installment of which is made as of
any date other than the Participant's
70th birthday), then the single sum amount
or the amount of each annual
installment payment, as the case may be, of
such form of payment shall be equal
to the amount that (as of the date as of
which the single sum payment or the
first annual installment, as the case may
be, is made) makes the Participant's
Plan benefit payable in such form of
payment actuarially equivalent to the then
present value of the normal form of the
Participant's Plan benefit.
SECTION 3.3 BENEFIT AMOUNT
WHEN SINGLE SUM PAYMENT IS MADE IN LIEU
OF REMAINING ANNUAL INSTALLMENTS. If a
Participant's Plan benefit is being paid
in any form that makes annual installment
payments but, under the provisions of
Article IV below, such annual installments
are stopped and a final single sum
cash payment made in lieu of continuing the
installment payments, then the final
single sum amount shall be equal to the
amount that (as of the date as of which
such single sum payment is made) makes such
single sum payment actuarially
equivalent to the then present value of the
remaining annual installment
payments that had not been paid.
SECTION 3.4 ACTUARIAL
EQUIVALENCE FACTOR. For all purposes of the
Plan, the actuarial equivalence of any
payment form of a Participant's Plan
benefit other than the normal form to the
present value of the normal form of
the Participant's Plan benefit, or to the
present value of a remaining stream of
installment payments under an annual
installment payment form, shall be
determined on the sole basis of an interest
rate assumption of 7% per annum,
compounded annually. No mortality
assumption or other factor (other than the
interest rate assumption set forth in the
immediately preceding sentence) shall
be used in determining such actuarial
equivalence.
ARTICLE IV
DISTRIBUTION OF PLAN BENEFIT
SECTION 4.1
GENERAL RULES AS TO PAYMENT OF BENEFIT. Except as is
otherwise provided in the subsequent
provisions of this Article IV, a
Participant shall receive a benefit under
the Plan. The following provisions of
this Section 4.1 describe the form in which
a Participant's benefit under the
Plan will be paid and the date as of which
the benefit will begin to be paid or
be paid in its entirety.
(a)
Except as is provided in paragraph (b) of this Section
4.1, the Participant's benefit under the
Plan shall be paid in the form of ten
annual installment payments of cash. The
first such annual installment payment
shall be made as of the Participant's
commencement date
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(as defined in paragraph (c) of this
Section 4.1), and each subsequent annual
installment payment shall be made as of an
annual anniversary of such
commencement date. The amount of each
annual installment payment shall be
determined under the provisions of Article
III above.
(b)
The Participant may, no later than one year before his
or her commencement date (as defined in
paragraph (c) of this Section 4.1),
elect in a written notice he or she
provides to the Administrator that his or
her Plan benefit should be paid in the form
of a single sum cash payment (in
lieu of having such benefit paid in the
form of ten annual installments). Any
such election shall be irrevocable. If such
election is made by the Participant,
then, notwithstanding the provisions of
paragraph (a) of this Section 4.1 but
still subject to the subsequent provisions
of this Article IV, the Participant's
Plan benefit shall be paid in the form of a
single sum payment that is made as
of the Participant's commencement date. The
amount of such single sum payment
shall be determined under the provisions of
Article III above.
(c)
For all purposes of this Section 4.1, the Participant's
"commencement date" shall be the later
of:
(1)
the Participant's 65th birthday; or
(2)
the earlier of (i) the date on which the
Participant ceases to be a member of the
Board or (ii) the Participant's 70th
birthday.
SECTION 4.2 EFFECT OF CHANGE
IN CONTROL ON PAYMENT OF BENEFIT.
Notwithstanding the foregoing provisions of
this Article IV but still subject to
the subsequent provisions of this Article
IV, if a Change in Control occurs
after a Plan benefit begins to be paid to a
Participant in the form of ten
annual installment payments pursuant to the
foregoing provisions of this Article
IV or before any part of a Plan benefit has
been paid to him or her at all, then
any such installment payments shall cease
(if they had begun) and, instead of
any other Plan benefit payment described in
the foregoing provisions of this
Article IV, a single sum cash payment shall
be made to the Participant as of the
date of the Change
