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EXHIBIT 10.12
LAUREL SAVINGS BANK
TRUSTEE DEFERRED COMPENSATION AGREEMENT
THIS
AGREEMENT is made effective as of the 1st day of January 2004
(the
"Effective Date"), by and between Laurel
Savings Bank, a state-chartered savings
bank located in Allison Park, Pennsylvania
(the "Bank"), and _______________
(the "Trustee"), intending to be legally
bound hereby.
INTRODUCTION
To
encourage the Trustee to remain a member of the Bank's Board of
Trustees, the Bank is willing to provide
deferred compensation benefits to the
Trustee. The Bank will pay the benefits
from its general assets according to the
terms of this Agreement.
AGREEMENT
The
Trustee and the Bank agree as follows:
ARTICLE 1
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1
"Change in Control" means any of the following:
(A) any person (as such term is used in Sections 13d and 14d-2
of
the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")),
other than
the Corporation, a subsidiary of the Corporation, an employee
benefit
plan (or related trust) of the Corporation or a direct or
indirect
subsidiary
of the Corporation, or Affiliates of the Corporation (as
defined in
Rule 12b-2 under the Exchange Act), becomes the beneficial
owner (as
determined pursuant to Rule 13d-3 under the Exchange Act),
directly
or indirectly, of securities of the Corporation representing
more
than 25%
of the combined voting power of the Corporation's then
outstanding securities (other than a person owning 10% or more of
the
voting
power of stock on the date hereof); or
(B) the liquidation or dissolution of the Corporation or the
approval
by the stockholders of the Corporation of a plan for such
liquidation or dissolution or the occurrence of a sale of all
or
substantially all of the assets of the Corporation to an entity
which is
not a
direct or indirect subsidiary of the Corporation; or
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(C) the occurrence of or approval by the stockholders of the
Corporation of a transaction that would and does result in a
reorganization, merger, consolidation or other similar transaction
or
connected
series of transactions of the Corporation as a result of which
either (a)
the Corporation does not survive or (b) pursuant to which
shares of
the Corporation common stock ("Common Stock") would be
converted
into cash,
securities or other property, unless, in case of either (a) or
(b), the
holders of the Corporation Common Stock immediately prior to
such
transaction will, following the consummation of the
transaction,
beneficially own, directly or indirectly, more than 50% of the
combined
voting
power of the then outstanding voting securities entitled to
vote
generally
in the election of Directors of the corporation surviving,
continuing
or resulting from such transaction; or
(D) the
occurrence of or approval by the stockholders of the
Corporation of a transaction that would and does result in a
reorganization, merger, consolidation or similar transaction of
the
Corporation, if upon consummation of such transaction or
transactions, the
persons
who are members of the Board of Directors of the Corporation
immediately before such transaction or transactions cease to
constitute a
majority
of the Board of Directors of the Corporation or, in the case
where the
Corporation does not survive in such transaction, a majority of
the board
of directors of the corporation surviving, continuing or
resulting
from such transaction or transactions; or
(E) any other event which is at any time designated as a "Change
in
Control"
for purposes of this Plan by a resolution adopted by the Board
of
Directors
of the Corporation with the affirmative vote of a majority of
the
non-employee Directors in office at the time the resolution is
adopted;
in the event any such resolution is adopted, the Change in
Control
event specified thereby shall be deemed incorporated herein by
reference
and thereafter may not be amended, modified or revoked without
the
written agreement of the Trustee; or
(F) during any period of two consecutive years during the term
of
this Plan,
individuals who at the beginning of such period constitute the
Board of
Trustees of the Bank or the Board of Directors of the
Corporation
cease for
any reason to constitute at least a majority thereof, unless
the
election
of each Trustee or Director who was not a Trustee or Director
at
the
beginning of such period has been approved in advance by Trustees
or
Directors
representing at least two-thirds of the Trustees or Directors
then in
office who were Trustees at the beginning of the period,
provided
however
this provision shall not apply in the event two-thirds of the
Board of
Trustees or Directors at the beginning of a period no longer
are
Trustees
or Directors, as the case may be, due to death, normal
retirement, or other circumstances not related to a Change in
Control.
1.2 "Code"
means the Internal Revenue Code of 1986, as amended.
1.3
"Corporation" means Laurel Capital Group, Inc.
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1.4
"Disability" means the Trustee suffering a sickness, accident
or
injury which, in the judgment of a
physician satisfactory to the Bank,
permanently prevents the Trustee from
performing substantially all of the
Trustee's normal duties for the Bank. As a
condition to any benefits, the Bank
may require the Trustee to submit to such
physical or mental evaluations and
tests as the Bank's Board of Trustees deems
appropriate.
1.5 "Early
Termination" means the Termination of Service before Normal
Benefit Age for reasons other than death,
Disability, Termination for Cause or
following a Change in Control.
1.6 "Early
Termination Date" means the month, day and year in which Early
Termination occurs.
1.7
"Normal Benefit Age" means the Trustee's attainment of age 72.
1.8 "Plan
Year" means each twelve-month period commencing with the
Effective Date of this Agreement.
1.9
"Termination for Cause" has the meaning set forth in Section
5.1.
1.10
"Termination of Service" means that the Trustee ceases to be a
member
of the Board of Trustees of the Bank for
any reason whatsoever other than by
reason of a leave of absence which is
approved by the Bank. For purposes of this
Agreement, if there is a dispute over the
service status of the Trustee or the
date of the Trustee's Termination of
Service, the Bank shall have the sole and
absolute right to decide the dispute.
1.11
"Years of Service" means the total number of continuous years,
including partial years, of service as a
Trustee of the Bank, and inclusive of
any approved leaves of absences.
1.12
"Years of Service Requirement" means that the Trustee shall have
25
or more Years of Service at the date of the
Trustee's death, Disability, Early
Termination Date or Normal Benefit Age or
as of the date of a Change in Control.
ARTICLE 2
BENEFITS
2.1 Annual
Normal Benefit. If the Trustee remains in continuous service as
a member of the Board of Trustees of the
Bank from the Effective Date of this
Agreement until Normal Benefit Age and has
met the Years of Service Requirement,
the Bank shall pay to the Trustee the
benefit described in this Section 2.1 in
lieu of any other benefit under this
Agreement.
2.1.1 Amount of Benefit. The annual normal benefit under this
Section
2.1 is $22,478 (twenty-two thousand four hundred and
seventy-eight
dollars).
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2.1.2 Payment of Benefit. The Bank shall pay the annual normal
benefit
specified herein to the Trustee each year for a period of five
years. The
annual benefit shall be paid in equal monthly installments
commencing
the first day of the month immediately following the Trustee's
Normal
Benefit Age and continuing for 59 months thereafter, resulting in
a
total of
60 payments.
2.1.3 Benefit Adjustments. Commencing on the first anniversary
of
the first
benefit payment pursuant to the terms hereof, and continuing on
each
subsequent anniversary, the Bank's Board of Trustees, in its sole
and
absolute
discretion, may increase the benefit due hereunder; however,
any
increase
in such benefit shall require the recalculation of all the
amounts on
Schedule A attached hereto. Such revision shall not require the
consent of
the Trustee.
2.2 Early
Termination Benefit. Upon Early Termination, if the Trustee
shall have met the Years of Service
Requirement thereat, the Bank shall pay to
the Trustee the benefit described in this
Section 2.2 in lieu of any other
benefit under this Agreement.
2.2.1 Amount of Benefit. The annual benefit under this Section
2.2
is the
Early Termination Annual Benefit set forth in Schedule A for
the
Plan Year
ended immediately prior to the Early Termination Date (except
if
termination occurs during the first Plan Year, the benefit is the
amount
set forth
for Plan Year 1 in Schedule A hereto).
2.2.2 Payment of Benefit. The Bank shall pay the annual Early
Termination benefit to the Trustee each year for a period of five
years.
The annual
benefit shall be paid in equal monthly installments commencing
with the
first day of the month immediately following the Trustee's
Normal
Benefit
Age and continuing for 59 months thereafter, resulting in a
total
of 60
payments.
2.2.3 Benefit Adjustments. Benefit payments may be increased as
provided
in Section 2.1.3.
2.3
Disability Benefit. If the Trustee terminates service due to
Disability prior to Normal Benefit Age and
shall have met for the Years of
Service Requirement as of the date of such
termination, the Bank shall pay to
the Trustee the benefit described in this
Section 2.3 in lieu of any other
benefit under this Agreement.
2.3.1 Amount of Benefit. The annual benefit under this Section
2.3
is the
annual Disability benefit amount set forth in Schedule A for
the
Plan Year
ended immediately prior to the date in which Termination of
Service
occurs (except if termination occurs during the first Plan
Year,
the
benefit is the amount set forth for Plan Year 1 in Schedule A
hereto).
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2.3.2 Payment of Benefit. The Bank shall pay the annual
Disability
benefit to
the Trustee each year for a period of five years. The annual
benefit
shall be paid in equal monthly installments commencing within
90
days after
the date of the Trustee's Termination of Service due to
Disability
and continuing for 59 months thereafter, resulting in a total
of 60
payments.
2.3.3 Benefit Adjustments. Benefit payments may be increased as
provided
in Section 2.1.3.
2.4 Change
in Control Annual Benefit. If the Trustee is in the active
service of the Bank at the time of a Change
in Control, has met the Years of
Service Requirement as of the date of such
Change in Control and does not resign
his service with the Bank prior to the
consummation of the transaction which
constitutes the Change in Control, the Bank
shall pay to the Trustee the benefit
described in this Section 2.4 in lieu of
any other benefit under this Agreement.
2.4.1 Amount of Benefit. The annual benefit under this Section
2.4
shall be
an amount equal to 75% of the total amount of the monthly Board
retainer
and monthly Board meeting attendance fees (excluding therefrom
any fees
paid with respect to special Board meetings or meetings of
committees
of the Board) earned by the Trustee during the twelve full
calendar
months ending immediately prior to the month in which the
Change
in Control
occurs.
2.4.2 Payment of Benefit. The Bank shall pay the Change in
Control
annual
benefit to the Trustee each year for a period of five years.
The
annual benefit shall be paid in
equal monthly installments commencing with
the first
day of the month immediately following Normal Benefit Age and
continuing
for 59 months thereafter, resulting in a total of 60 payments.
2.4.3 Benefit Adjustments. Benefit payments may be increased as
provided
in Section 2.1.3.
2.5
Limitations. All benefits payable under this Article 2 shall be
subject to
the limitations contained in Article 5 of this Agreement.
ARTICLE 3
DEATH BENEFITS
3.1 Death
During Active Service. If the Trustee dies while in the active
service of the Bank and at the date of the
Trustee's death has not met the Years
of Service Requirement, the Bank shall pay
to the Trustee's beneficiary the
benefit described in this Section 3.1. This
benefit shall be paid in lieu of the
benefits provided under Article 2.
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3.1.1 Amount of Benefit. The benefit paid annually under this
Section
3.1 is set forth on Schedule A.
3.1.2 Payment of Benefit. The Bank shall pay the annual death
benefit to
the beneficiary each year for a period of five years. The
annual
benefit shall be paid in equal monthly installments commencing
within 90
days after the receipt by the Bank of the Trustee's death
certificate and continuing for 59 months thereafter resulting in a
total
of 60
payments.
3.1.3 Benefit Adjustments. Benefit payments may be increased as
provided
in Section 2.1.3.
3.2
Deat
