AMENDMENT NO. 1 TO
NORTHFIELD BANK
NON-QUALIFIED DEFERRED COMPENSATION PLAN
This
Amendment No. 1 to the Northfield Bank Non-Qualified Deferred
Compensation Plan (the “Plan”) is made effective as of
the 1 st
day of January, 2008, unless
otherwise set forth herein.
WHEREAS , Northfield Bank (the “Employer”)
adopted the Plan, effective January 1, 2005; and
WHEREAS , the Employer desires to revise the Plan to comply
with certain technical requirements of the final Treasury
Regulations issued under Section 409A of the Internal Revenue
Code of 1986, as amended, in April 2007.
NOW, THEREFORE , the Plan is hereby amended as specifically
provided herein, it being understood and agreed that except with
respect to the amendments specifically provided for herein, the
remaining terms of the Plan shall remain in full force and
effect:
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1.
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Section 2.11 is hereby amended
to read as follows:
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“Benefit Eligibility
Date” means the date on which the Participant is entitled to
receive his or her Deferred Compensation, which shall be the
earlier of the occurrence of the events described in
Sections 7.1, 7.2, 7.3, or 7.5.
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2.
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Section 2.13(B) shall be
revised to change the reference to “35% or more of the total
voting power” to a reference to “30% or more of the
total voting power.”
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3.
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The following sentence shall be
added to the end of Section 2.21 to read as
follows:
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Disabled shall also refer to a
determination by the Social Security Administration that the
Participant is totally disabled.
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4.
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Section 2.42 shall be amended
by adding the following sentence after the first sentence
thereof:
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An
“unforeseeable emergency” shall also include a severe
financial hardship to the Participant resulting from illness or an
accident of the Participant’s Beneficiary.
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5.
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The last sentence of
Section 7.1 is hereby amended to read as
follows:
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If
a Participant does not provide such advance written notice, the
Administrator may delay, in his or her sole discretion, the initial
installment or single lump-sum payment for such additional period
of time as he or she shall require, but in no event shall such
delay extend beyond 90 days following the Participant’s
Separation from Service, except as required by Section 7.10
hereof.
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6.
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Section 7.4 is hereby amended
to read as follows:
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Subject to the provisions of
Section 6.2, upon submission by a Participant of documentation
specified by the Administrator in support of establishing an
Unforeseeable Emergency, and acceptable to the Administrator in
establishing such severe financial hardship, Plan payments in an
amount determined by the Administrator and consistent with
Section 2.42 shall be distributed to the Participant in a
single cash lump sum distribution within 30 days.
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7.
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Section 7.7 is hereby amended
to read as follows:
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(a) Time of
Payment . Participant’s Deferred Compensation shall be
payable within 90 days following the Participant’s Benefit
Eligibility Date, unless the Participant elects a specified date of
commencement in accordance with Section 7.6.
(b) Form of
Payment . Payments of Deferred Compensation shall made
according to whichever of the following payment choices the
Participant shall designate in his or her Deferred Compensation
Distribution Election Form:
(1) in a single
cash lump sum distribution, in which case the amount of payment
shall be equal to the amount of the entire balance credited to the
Participant’s account as of the last Accounting Date before
the Participant’s Benefit Eligibility Date.
(2) in such number
of annual installment payments (not to exceed fifteen such
payments) as the Participant shall specify in his or her Deferred
Compensation Distribution Election Form, in which case the amount
of each payment shall be determined as of the last Accounting Date
before the Participant’s Benefit Eligibility Date (or, in the
case of the second and subsequent installments, the anniversary of
such date) and shall be equal to the quotient of (A) the
entire amount then credited to the Participant’s Deferred
Compensation account, divided by (B) the number of installment
payments remaining to be made.
Notwithstanding
the foregoing, the Participant must elect the form of payment in
his or her Deferred Compensation Distribution Election Form prior
to the deferral of the Deferred Compensation to which it relates,
or if made later, then such election must comply with
Section 7.9 hereof. If the Participant fails to designate a
payment schedule in his or her Deferred Compensation Distribution
Election Form, or if the entire balance credited to the
Participant’s Deferred Compensation account as of the last
Accounting Date prior to the Benefit Eligibility Date is less than
the applicable dollar amount under Code Section 402(g)(1), then
payment shall be made in a single cash lump sum
distribution.
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8.
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The following is hereby added to the
end of Section 7.9 to read as follows:
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Notwithstanding the foregoing, the
Participant may change his or her existing designations without any
restrictions provided above, provided that such change is made on
or before December 31, 2008.
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9.
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Section 7.10 is hereby amended
to read as follows:
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In
the case of a Plan distribution to a Key Employee on account of
Separation from Service (other than due to death or being
Disabled
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