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EXHIBIT 10.10
LAUREL CAPITAL GROUP, INC.
DEFERRED COMPENSATION PLAN
Whereas,
certain of the management employees (the "Employees") of Laurel
Capital Group, Inc., a Pennsylvania
corporation (the "Company") and its
subsidiary, Laurel Savings Bank (the
"Bank"), have contributed materially to the
growth, development and success of the
Company and the Bank; and
Whereas,
the Company and the Bank desire to recognize and reward said
contribution and to provide incentive to
the Employees to continue in the
employment of the Bank; and
Whereas,
effective as of December 29, 1994, the Company and the Bank
have
established this Laurel Capital Group, Inc.
Deferred Compensation Plan;
Now,
Therefore, this Deferred Compensation Plan provides as follows:
1.
Definitions. For purposes hereof, unless otherwise clearly
apparent
from the context, the following phrases or
terms shall have the following
indicated meanings:
a. "Agreement" shall mean the agreement entered into between
the
Bank and each Employee selected to
participate in the Plan and who does in fact
elect to participate, as represented by
this Plan and each Plan Agreement.
b. "Beneficiary" shall mean those one or more persons
designated
from time to time by the Participant in his
Plan Agreement, and the amendments
thereto, who shall be entitled to receive
payments hereunder in lieu of such
Participants.
c. "Contingent Future Benefit" shall mean such amounts as have
been
credited to a Participant's Deferred
Compensation Account.
d. "Employee" shall mean any person employed by the Company or
the
Bank.
e.
"Participant" shall mean those one or more Employees who have
been selected under the provisions of
Section 2 to participate in the Plan and
who have executed an agreement to
participate in the Plan, or the Beneficiaries
of a deceased Participant.
f. "Plan" shall mean the Laurel Capital Group, Inc. Deferred
Compensation Plan, which shall be evidenced
by this instrument and by each Plan
Agreement.
g. "Plan Agreement" shall mean the form of written agreement,
attached hereto as Exhibit A, which is
entered into by and between the Bank and
each Employee.
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h. "Retirement" and "Retire" shall mean severance from
employment
with the Bank or the Company at or after
the attainment of sixty-two (62) years
of age.
i. "Spouse" shall mean the person to whom the Employee is
lawfully
married as determined by the laws of
Pennsylvania at the time of the payment of
the benefits, if any, to a Participant.
2.
Eligibility. Only those management Employees selected by the Bank,
in
its sole discretion, shall be eligible to
participate in this Plan. Upon
selection for participation, each Employee
shall execute a written agreement to
participate in the Plan on a form
prescribed by the Bank (hereinafter "the Plan
Agreement").
3.
Benefits. The Bank shall from time to time, and in accordance
with
elections made by each Participant on his
individual Deferred Compensation Plan
Agreement, determine the time and manner of
making distributions of Contingent
Future Benefits in case of the retirement,
resignation, disability or death of a
Participant or in the event of an emergency
or necessity affecting the personal
or family affairs of any Participant or
Beneficiary of a deceased Participant by
such methods as it shall in its sole
discretion find appropriate for providing
incentive to the Participants for their
continued service to the Bank and/or the
Company. Commencement of distribution in
each case may be deferred not beyond
one month after the retirement, disability,
or death of a Participant, or, in
the case of the resignation of a
Participant, not beyond one month after such
Participant reaches the age of sixty-two
(62). In any of these events, the Bank
shall in its sole discretion determine
whether the Contingent Future Benefits
shall be payable to the Participant or his
Beneficiaries in a lump sum or in the
form of an annuity equal in value to such
actuarial reserve as has been
accumulated in the Participant's Deferred
Compensation Account.
4.
Funding.
a. The Bank shall establish an account for each Participant
(hereinafter the "Deferred Compensation
Account") and shall deposit in said
account such amounts as the Bank in its
sole discretion shall from time to time
determine to be appropriate, including
amounts that compensate Participants for
reduced allocations to their accounts
within the Bank's 401(k) Profit Sharing
Plan which result from the Participants'
election to defer receipt of
compensation pursuant to this Plan. Nothing
herein contained shall be construed
to deny the Bank the discretion to
determine for each separate year the amount,
if any, to be credited to each
Participant's account, nor shall the Plan be
construed to require the Bank to equalize
contributions among Participants.
b. Each Participant may direct the Trustee of the Deferred
Compensation Trust established by the Bank,
in writi
