Exhibit 10.5
FIRST AMENDMENT TO
VERSAILLES SAVINGS & LOAN
COMPANY
DEFERRED COMPENSATION PLAN
2005 SUB-PLAN
This First Amendment (the
“Amendment”) to the 2005 Sub-Plan of the Versailles
Savings & Loan Company (the “Company”)
Deferred Compensation Plan, as amended and restated effective as of
January 1, 2005, (as amended, the “Plan”) is dated
and is effective as of August 21 st ,
2009. Capitalized terms which are not defined herein shall have the
same meaning as set forth in the Plan.
W I T N E S S E T H:
WHEREAS, in connection with the
Company’s conversion from mutual to stock form (the
“Conversion”) and the related offering of shares of
common stock (the “Offering”) by Versailles Financial
Corporation (the “Holding Company”), the Board of
Directors of the Company (the “Board”) desires to amend
the Plan to provide Participants with a one-time opportunity to
direct that amounts deferred or credited to their Accounts be used
to purchase common stock of the Holding Company (“Common
Stock”) in the Offering and that no Common Stock may be
purchased on behalf of Participants subsequent to the
Offering;
WHEREAS, the Board desires to amend
the Plan to provide that Participants that elect to purchase Common
Stock will not be allowed to diversify their investment and such
investment must be distributed in the form of Company Stock in
order to preserve favorable accounting treatment;
NOW, THEREFORE, in consideration of
the premises, the mutual agreements herein set forth and such other
consideration the sufficiency of which is hereby acknowledged, the
Board hereby amends the Plan as follows:
Section 1. Amendment to
Section 1.2 of the Plan . Section 1.2 of the Plan is
hereby amended to read in its entirety as follows:
“1.2 “Account”
shall mean a bookkeeping account maintained by the Company in the
name of each Participant. Each Participant’s Account shall
consist of the following sub-Accounts: (i) Cash Account, a
sub-account that is credited with all investments other than assets
credited to the Stock Units Account; (ii) Stock Units Account,
a sub-account that is credited with Stock Units; and
(iii) such other sub-accounts as the Committee may deem
necessary. The Stock Units Account (i) may not be diversified;
(ii) must remain at all times credited with units that
represent Company Stock; and (iii) must be distributed solely
in the form of Company Stock. A Participant’s Account shall
be utilized solely as a device for the measurement and
determination of any benefits payable to the Participant pursuant
to this Plan. A Participant shall have no interest in his Account,
nor shall it constitute or be treated as a trust fund of any
kind.”
Section 2. New
Section 1.28 of the Plan . Section 1.28 of the Plan
is hereby added to read as follows:
“Stock Units” shall mean
shares of Company Stock, with each Stock Unit representing one
share of Company Stock.
Section 3. New Article IIA
of the Plan . Article IIA of the Plan is hereby added to read
as follows:
“2A.1 General .
Amounts credited under this Plan will be credited to one or more
bookkeeping accounts (including the Cash Account and/or the Stock
Units Account) for the Participant in accordance with the
Participant’s investment election (subject to the ability of
the Committee to override the investment election at its sole
discretion) on an investment election form supplied by the Company
(the “Investment Election Form”), a copy of which is
attached as Exhibit 4. All amounts credited to an Account prior to
the date of this Amendment shall be credited to the Cash Account.
The Participant’s ultimate deferred compensation payments
shall be based on the aggregate value of the Cash Account and the
aggregate number of Stock Units accrued in the Stock Units Account
(and any other sub-accounts) determined as hereinafter set
forth:
(a) Stock Units Account
– One-Time Election/Opportunity . In connection with
the Offering, a Participant may elect that all or any part of
amounts contributed to his or her account be credited to the Stock
Units Account (“Amount Invested”). A Participant may
not make any such election following the Offering. All amounts
credited to the Stock Units Account shall be applied to the
crediting of Stock Units. The number of Stock Units credited to a
Participant’s Stock Units Account shall equal the Amount
Invested di
