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EXHIBIT 10.9
CLIFTON SAVINGS BANK
DIRECTORS' RETIREMENT PLAN
(As Amended and Restated Effective as of January 1, 2005)
Section 1.
Purposes. The purposes of the Clifton Savings Bank
Directors' Retirement Plan are to recognize the valuable and
faithful years of
service provided by Directors, to assist the Bank in attracting and
retaining
highly-qualified individuals to serve as members of the Board of
Directors, and
to encourage Directors to relinquish their membership on the Board
of Directors
while providing advice as Directors Emeriti, thereby ensuring the
efficient
transfer of responsibility to their successors. The Bank has
amended and
restated the Plan in its entirety, effective as of January 1, 2005,
to comply
with the requirements of Section 409A of the Internal Revenue Code
of 1986, as
amended.
Section 2.
Definitions.
(a)
"Actuarial Equivalent" means an actuarial equivalent sum
determined using the mortality table prescribed by the Internal
Revenue Service
pursuant to Section 417(e)(3) of the Internal Revenue Code of 1986,
as amended,
and applicable Treasury regulations issued thereunder, and a
discount rate equal
to the mid-term Applicable Federal Rate as determined under Section
1274(d) of
the Internal Revenue Code of 1986, as amended, compounded
monthly.
(b) "Annual Fees and Retainer" means, for
non-employee directors,
the sum of (i) the annual retainer and (ii) the annual fees paid to
a Director
assuming the Director attended all meetings of the Board of
Directors. In the
case of an employee director, "Annual Fees and Retainer" means the
sum of (i)
the annual retainer and (ii) the annual fees that would have been
paid to a
non-employee director who attended all meetings of the Board of
Directors. In
the case of a Chairman of the Board of Directors who is also an
employee,
"Annual Fees and Retainer" means 137.5% of (i) the annual retainer
and (ii) the
annual fees that would have been paid to a non-employee director
who attended
all meetings of the Board of Directors.
(c) "Bank" means Clifton Savings Bank.
(d) "Beneficiary" means the person, persons or
entity designated by
the Participant or, in the absence of such designation, as
determined under
Section 9, to receive any benefits payable under the Plan.
(e) "Board of Directors," for purposes of this
Plan, means the Board
of Directors of the Bank, or any affiliate of the Bank including,
but not
necessarily limited to, any holding company or wholly-owned
subsidiary of the
Bank.
(f) "Change in Control" means a "change in
ownership", or "change in
effective control", or "change in ownership of a substantial
portion of assets"
for purposes of Section 409A of the Code.
A Change in Control shall not occur solely as a result of a
conversion of the Bank from the mutual to the stock form of
organization
("Conversion").
(g) "Change in Control Benefit" means the benefit
provided upon a
Change in Control,
pursuant to Section 7 of the Plan.
(h) "Death Benefit" means the benefit
provided upon the death of a
Participant, pursuant to Section 5 of the Plan.
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(i) "Director" means any employee or non-employee
member of the
Board of Directors.
(j) "Director Emeritus" means a Participant who,
following
retirement, provides such consultation and advice on matters
related to the
operations and business of the Bank as may be requested from time
to time by
management or the Board of Directors. A Director Emeritus shall
have no
obligation to attend meetings of the Board of Directors but may do
so. A
Director Emeritus attending meetings of the Board of Directors
shall have no
right to vote and shall receive no additional compensation for
attendance. A
Director Emeritus shall not perform services for the Company or the
Bank
following his retirement at a level in excess of twenty percent
(20%) of the
average level of bona fide services performed over the immediately
preceding
thirty-six (36) month period.
(k) "Disability" means the Participant is unable
to engage in any
substantial activity by reason of any medically determinable
physical or mental
impairment that can be expected to result in death or can be
expected to last
for a continuous period of not less than twelve (12) months.
(l) "Disability Benefit" means the benefit
provided upon the
Disability of a Participant, pursuant to Section 6 of the Plan.
(m) "Effective Date" means June 11, 2003, as
amended and restated as
of January 1, 2005.
(n) "Participant" means a Director who
participates in the Plan
pursuant to Section 3 of the Plan.
(o) "Plan" means this Clifton Savings Bank
Directors Retirement
Plan, as amended and restated, and as may be amended from time to
time.
(p) "Retirement Benefit" means the benefit
determined in accordance
with Section 4 of the Plan.
(q) "Separation from Service" means a termination
of a Participant's
services, for any reason, (whether as an employee or as an
independent
contractor) to Clifton Savings Bancorp, Inc. (the "Company") and
the Bank.
Whether a Separation from Service has occurred shall be determined
in accordance
with the requirements of Section 409A of the Code based on whether
the facts and
circumstances indicate that the Company, the Bank and the
Participant reasonably
anticipated that no further services would be performed after a
certain date or
that the level of bona fide services the Participant would perform
after such
date (whether as an employee or as an independent contractor) would
permanently
decrease to no more than twenty percent (20%) of the average level
of bona fide
services performed (whether as an employee or an independent
contractor) over
the immediately preceding thirty-six (36) month period.
(r) "Vested Participant" means, for purposes of
the Retirement
Benefit under the Plan, a Participant who has completed a minimum
of three (3)
Years of Service and has attained age 68. For purposes of the
Disability and
Death Benefits under the Plan, "Vested Participant" means a
Participant who has
completed a minimum of three (3) Years of Service, regardless of
age. For
purposes of the Change in Control Benefit under the Plan, "Vested
Participant"
means a Participant who has completed at least one (1) Year of
Service,
regardless of age.
(s) "Year of Service" generally means the
completion of 12 months of
service during the calendar year. However, for purposes of the
Plan, a Director
shall be deemed to have completed a Year of Service provided the
Director has
served as a Director for a minimum of one (1) full month during the
calendar
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year. All service as a Director, including periods of service prior
to the
Effective Date of the Plan, shall be considered in determining
completed Years
of Service under the Plan.
Section 3.
Eligibility and Participation. Any Director of the Bank may
be eligible to participate in the Plan. All Directors serving as of
the
Effective Date of the Plan and listed in Exhibit A shall be
Participants in the
Plan. Directors who commence service following the Effective Date
shall become
Participants only upon designation as such in a resolution of the
Board of
Directors.
Section 4.
Retirement Benefit. A Vested Participant who incurs a
Separation from Service and agrees to serve as a Director Emeritus
if requested
shall be entitled to receive an annual Retirement Benefit, payable
for the life
of the Vested Participant, or in accordance with Section 8 of the
Plan. The
annual Retirement Benefit amount shall equal a percentage of the
sum of the
Annual Fees and Retainer (as defined in Section 2(b) of the Plan)
paid (or that
would have been paid) to the Vested Participant during the twelve
(12) month
period ending on the last day of the month immediately preceding
the date of
retirement. This percentage shall be determined by multiplying the
Vested
Participant's Years of Service (up to a maximum of ten (10)) by ten
percent
(10%).
Section 5.
Death Benefit.
(a) If a Vested Participant dies prior to
commencement of the
Retirement Benefit under the Plan, the Beneficiary shall be
entitled to receive
an annual Death Benefit, payable in accordance with Section 8 of
the Plan, equal
to the sum of 100% of the Annual Fees and Retainer (as defined in
Section 2(b)
of the Plan) paid (or that would have been paid) to the Vested
Participant
during the twelve (12) month period ending on the last day of the
month
immediately preceding the date of death. This amount shall be paid
to the
Beneficiary for a period of ten (10) years.
(b) If a Vested Participant dies after
commencement of the
Retirement Benefit under the Plan, the Beneficiary shall be
entitled to receive
an annual Death Benefit, payable in accordance with Section 8 of
the Plan, equal
to the amount of the annual Retirement Benefit that was being paid
to the
Participant prior to the date of death. This amount shall be paid
to the
Beneficiary for a period of
