Exhibit
10.20
YARDVILLE NATIONAL BANK
DIRECTORS’ DEFERRED FEE PLAN
ARTICLE I
PURPOSE
The
purpose of the Yardville National Bank Directors’ Deferred
Fee Plan (hereinafter referred to as the “Plan”) is to
aid in retaining and attracting Directors of exceptional ability.
This Plan is the successor to the Yardville National Bank Directors
Deferred Compensation Plan originally adopted as of January 1,
1995 (the “1995 Plan”).
ARTICLE II
DEFINITIONS
For
the purpose of this Plan, the following words and phrases shall
have the meanings indicated, unless the context clearly indicates
otherwise:
“Beneficiary”
means the person, persons or entity designated by the Participant,
or as provided in Article VII, to receive any benefits payable
under the Plan.
“Board”
means the Board of Directors of Yardville National Bank.
“Change in
Control” means:
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(a)
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At such time as
any “person” (as the term in used in Section 13(d) and
14(d) of the Securities and Exchange Act of 1934, as amended
(“Exchange Act”) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of voting securities of the Company
or the right to acquire such securities, except for any voting
securities purchase by any employee benefit plan of the Company or
its subsidiaries;
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(b)
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At such time as
individuals who constitute the Board of Directors of the Company on
the date hereof (the “Incumbent Board”) cease for any
reason to constitute a least a majority thereof; provided that any
person becoming a director subsequent to the date hereof whose
election was approved by a vote of at least three-quarters of the
directors constituting the Incumbent Board (or members who were
nominated by the Incumbent Board), or whose nomination for election
by the Company’s stockholders was approved by a nominating
committee solely composed of members which are Incumbent Board
members (or members nominated by the Incumbent Board), shall be,
for purposes of this clause, considered as though he or she were a
member of the Incumbent Board.
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(c)
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At such time as
a reorganization, merger, consolidation, or similar transaction
occurs or is effectuated as a result of which 60% of shares of
common stock of the resulting entity are owned by persons who were
not stockholders of the Company immediately prior to the
consummation of the transaction; or
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(d)
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At such time as
substantially all of the assets of the Company are sold or
otherwise transferred to another corporation or other entity that
is not controlled by the Company.
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“Committee”
means a Committee of the Board.
“Company”
means Yardville National Bancorp, Inc., a New Jersey corporation,
or any successor thereto.
“Declared
Rate” means, with respect to any Plan Year, two
(2) percentage points over the prime rate as published in the
Wall Street Journal . The Board shall establish the Declared
Rate effective as of the first business day of each Plan Year. Such
Declared Rate, once established, shall be used for all interest
determinations during such Plan Year.
“Deferral
Benefit” means the benefit payable to a Participant or his
Beneficiary upon his termination of service as a Director or as
otherwise provided in his Participation Agreement, or upon approval
of a Director’s request for a Hardship Withdrawal.
“Deferred
Benefit Account” means the account maintained on the books of
the Company for each Participant pursuant to Article V. A
Participant’s Deferred Benefit Account shall be utilized
solely as a device for the measurement and determination of the
amounts to be paid to the Participant pursuant to this Plan. A
Participant’s Deferred Benefit Account shall not constitute
or be treated as a trust fund of any kind.
“Designation
of Form for Payment” means the agreement filed by a
Participant designating the manner in which the Participant’s
Deferred Benefit Account balance shall be paid to the Participant
or his beneficiary.
“Determination
Date” means the date on which the amount of a
Participant’s Deferred Benefit Account is determined as
provided in Article V hereof. The last day of each Plan Year
shall be the Determination Date.
“Director”
means a non-employee member of the Board of Directors of the
Bank.
“Fee”
or “Fees” means any cash compensation paid to a
Director for his services as a Director, including retainers and
fees for attendance at meetings of the Board or Board Committees
(or, if applicable, cash compensation received for service as a
director of the Company or as a director of any subsidiary of the
Bank or the Company).
“Hardship
Distribution” means a distribution pursuant to a
Director’s request made under Section 6.3 of the
Plan.
“Participant”
means any eligible Director who elects to participate by filing a
Participation Agreement as provided in Article III.
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“Participation
Agreement” means the agreement filed by a Participant prior
to the beginning of the first period for which the
Participant’s Fees are to be deferred pursuant to the Plan
and the Participation Agreement. A new Participation Agreement may
be filed by the Participant on an annual basis for each separate
Fee deferral election or an initial election may continue until
modified in accordance with the Plan.
“Plan
Year” means a twelve month period commencing January 1st and
ending the following December 31st. The first Plan Year shall
commence on the date of adoption of this Plan by the Board and end
on December 31, 2004.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1
ELIGIBILITY. Eligibility to participate in the Plan is limited to
Directors.
3.2
PARTICIPATION. Participation in the Plan shall be limited to
Directors of the Bank who elect to participate in the Plan by
filing a Participation Agreement with the Bank. In addition, a
Participant who is also a Director of the Company or any subsidiary
of the Bank or the Company may also elect to defer all Fees
received from such entity under this Plan. A Participation
Agreement must be filed prior to the December 15th immediately
preceding the Plan Year in which the Participant’s
participation under the agreement will commence, and the election
to participate shall be effective on the first day of the Plan Year
following receipt by the Bank of a properly completed and executed
Participation Agreement. In the event that an individual first
becomes eligible to participate during the course of a Plan Year
or, with respect to participation during the first Plan Year, a
Participation Agreement must be filed no later than 30 days
following notification of the individual by the Committee of
eligibility to participate and such Participation Agreement shall
be effective only with regard to Fees earned or payable following
the filing of the Participation Agreement with the
Committee.
3.3
AMOUNT OF DEFERRAL. A Participant may elect in any Participation
Agreement to defer up to 100% of his Fees otherwise payable in cash
during the Plan Year in increments of 5%. A Participant’s
election to defer his Fees shall be irrevocable for the applicable
Plan Year upon the filing of the respective Participation
Agreement; provided, however, that the deferral of Fees under any
Participation Agreement may be suspended or amended as provided in
Sections 10.1 or 10.2.
ARTICLE IV
DEFERRED FEES
4.1
ELECTIVE DEFERRALS. The amount of Fees that a Participant elects to
defer under this Plan shall be credited by the Bank to the
Participant’s Deferred Benefit Account as the
Participant’s Fees are payable. The amount credited to a
Participant’s Deferred Benefit Account shall equal the amount
deferred.
4.2
NON-ELECTIVE CONTRIBUTIONS. The Board may, in its sole discretion,
credit an additional non-elective contribution to a
Participant’s Deferred Benefit Account in any
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Plan Year in an amount determined
as a percentage of the Participant’s deferral (i.e., a
matching contribution) or otherwise.
4.3
VESTING OF DEFERRED BENEFIT ACCOUNT. A Participant shall be 100%
vested in his Deferred Benefit Account at all times.
4.4
DESIGNATION OF FORM OF PAYMENT. Subject to Section 6.4(c) and
Article XII, a Participant shall file a Designation of Form of
Payment with the Bank when the Participant submits his
Participation Agreement. Such Designation of Form of Payment shall
apply to all amounts credited to the Participant’s Deferred
Benefit Account unless superceded by a new Designation of Form of
Payment filed in accordance with Section 6.4(c).
ARTICLE V
DEFERRED BENEFIT ACCOUNT
5.1
DETERMINATION OF ACCOUNT. Subject to Article XII each
Participant’s Deferred Benefit Account as of each
Determination Date shall consist of the balance of the
Participant’s Deferred Benefit Account as of the immediately
preceding Determination Date plus the Participant’s elective
deferred Fees withheld since the immediately preceding
Determination Date pursuant to the Section 4.1 and any
non-elective contributions pursuant to Section 4.2. The
Deferred Benefit Account of each Participant shall be reduced by
the amount of all distributions, if any, made from such Deferred
Benefit Account since the preceding Determination Date.
5.2
CREDITING OF ACCOUNT. As of each Determination Date, the
Participant’s Deferred Benefit Account shall be increased by
the amount of interest earned since the preceding Determination
Date. Interest shall be based upon the Declared Rate. Interest
shall be based upon the average daily balance of the
Participant’s Deferred Benefit Account since the last
preceding Determination Date, but after the Deferred Benefit
Account has been adjusted for any contributions or distributions to
be credited or deducted for each such day.
5.3
STATEMENT OF ACCOUNTS. The Committee shall submit to each
Participant, within 120 days after the close of each Plan
Year, a statement in such form as the Committee deems desirable,
setting forth the balance to the credit of such Participant in his
Deferred Benefit Account as of the last day of the preceding Plan
Year.
ARTICLE VI
BENEFITS
6.1
TERMINATION OF SERVICE AS DIRECTOR. Upon any termination of service
of the Participant as a Director, the Bank shall pay to the
Participant a Deferral Benefit equal to the amount of his Deferred
Benefit Account.
