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Exhibit
10.8
FORM OF
FIRST SAVINGS BANK,
F.S.B.
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
Effective January 1,
2008
First Savings Bank,
F.S.B.
Supplemental Executive
Retirement Plan
Table of
Contents
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| ARTICLE I |
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Introduction |
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1 |
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| ARTICLE II |
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Definitions |
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1 |
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| ARTICLE III |
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Eligibility and Participation |
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3 |
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| ARTICLE IV |
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Benefits |
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3 |
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| ARTICLE V |
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Accounts |
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5 |
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| ARTICLE VI |
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Supplemental Benefit Payments |
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5 |
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| ARTICLE VII |
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Claims
Procedures |
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6 |
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| ARTICLE VIII |
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Amendment
and Termination |
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7 |
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| ARTICLE IX |
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General
Provisions |
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7 |
ARTICLE I
INTRODUCTION
Section 1.01 Purpose, Design
and Intent .
| (a) |
The purpose of the First Savings Bank, F.S.B. Supplemental
Executive Retirement Plan (the “Plan”) is to assist
First Savings Bank, F.S.B. (the “Bank”) and its
affiliates in retaining the services of key employees until their
retirement, to induce such employees to use their best efforts to
enhance the business of the Bank and its affiliates, and to provide
certain supplemental retirement benefits to such
employees. |
| (b) |
The Plan, in relevant part, is intended to constitute an
unfunded “excess benefit plan” as defined in
Section 3(36) of the Employee Retirement Income Security Act
of 1974, as amended. In this respect, the Plan is specifically
designed to provide certain key employees with retirement benefits
that would have been provided under various tax-qualified
retirement plans sponsored by the Bank but for the applicable
limitations placed on benefits and contributions under such plans
by various provisions of the Internal Revenue Code of 1986, as
amended. |
ARTICLE II
DEFINITIONS
Section 2.01 Definitions
. In this Plan, whenever the context so indicates, the singular
or the plural number and the masculine or feminine gender shall be
deemed to include the other, the terms “he,”
“his,” and “him,” shall refer to a
Participant or a beneficiary of a Participant, as the case may be,
and, except as otherwise provided, or unless the context otherwise
requires, the capitalized terms shall have the following
meanings:
(a)
“Affiliate” means any corporation, trade
or business, which, at the time of reference, is together with the
Bank, a member of a controlled group of corporations, a group of
trades or businesses (whether or not incorporated) under common
control, or an affiliated service group, as described in Sections
414(b), 414(c), and 414(m) of the Code, respectively, or any other
organization treated as a single employer with the Bank under
Section 414(o) of the Code.
(b) “Applicable
Limitations” means one or more of the following, as
applicable:
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(i) |
the maximum limitations on annual additions to a tax-qualified
defined contribution plan under Section 415(c) of the Code;
and |
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(ii) |
the maximum limitation on the annual amount of compensation
that may, under Section 401(a)(17) of the Code, be taken into
account in determining contributions to and benefits under
tax-qualified plans. |
(c) “Bank”
means First Savings Bank, F.S.B. and its successors.
(d) “Board of
Directors” means the Board of Directors of the
Bank.
(e) “Change in
Control” means a change in control as defined in
Internal Revenue Section 409A of the Code and rules,
regulations, and guidance of general application thereunder issued
by the Department of the Treasury, including:
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(i) |
Change in ownership : a change in ownership of the
Company occurs on the date any one person or group accumulates
ownership of Company stock constituting more than 50% of the total
fair market value or total voting power of Company stock,
or |
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(ii) |
Change in effective control : ( x ) any one
person or more than one person acting as a group acquires within a
12-month period ownership of Company stock possessing 30% or more
of the total voting power of Company stock, or ( y ) a
majority of the Company’s board of directors is replaced
during any 12-month period by directors whose appointment or
election is not endorsed in advance by a majority of the
Company’s board of directors, or |
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(iii) |
Change in ownership of a substantial portion of assets :
a change in ownership of a substantial portion of the
Company’s assets occurs if in a 12-month period any one
person or more than one person acting as a group acquires from the
Company assets having a total gross fair market value equal to or
exceeding 40% of the total gross fair market value of all of the
Company’s assets immediately before the acquisition or
acquisitions. For this purpose, gross fair market value means the
value of the Company’s assets, or the value of the assets
being disposed of, determined without regard to any liabilities
associated with the assets. |
(f) “Code”
means the Internal Revenue Code of 1986, as amended.
(g)
“Committee” means the person(s)
designated by the Board of Directors, pursuant to Section 9.02
of the Plan, to administer the Plan.
(h) “Common
Stock” means the common stock of the
Company.
(i) “Company”
means First Savings Financial Group, Inc. and its
successors.
(j) “Eligible
Individual” means any Employee who participates in
the ESOP, as the case may be, and whom the Board of Directors
determines is one of a “select group of management or highly
compensated employees,” as such phrase is used for purposes
of Sections 101, 201, and 301 of ERISA.
(k) “Employee”
means any person employed by the Bank or an Affiliate.
(l) “Employer”
means the Bank or Affiliate thereof that employs the
Employee.
(m) “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.
(n) “ESOP”
means the First Savings Bank, F.S.B. Employee Stock Ownership Plan,
as amended from time to time.
(o) “ESOP Acquisition
Loan” means a loan or other extension of credit
incurred by the trustee of the ESOP in connection with the purchase
of Common Stock on behalf of the ESOP.
(p) “ESOP Valuation
Date” means any day as of which the investment
experience of the trust fund of the ESOP is determined and
individuals’ accounts under the ESOP are adjusted
accordingly.
(q) “Effective
Date” means January 1, 2008.
(r)
“Participant” means an Eligible Employee
who is entitled to benefits under the Plan.
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(s) “Plan”
means this First Savings Bank, F.S.B. Supplemental Executive
Retirement Plan.
(t) “Separation from
Service” means a termination of a Participant’s
services (whether as an employee or as an independent contractor)
to 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 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 performed after a certain date or (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.
(u) “Supplemental ESOP
Account” means an account established by an Employer,
pursuant to Section 5.01 of the Plan, with respect to a
Participant’s Supplemental ESOP Benefit.
(v) “Supplemental ESOP
Benefit” means the benefit credited to a Participant
pursuant to Section 4.01 of the Plan.
(w) “Supplemental Stock
Ownership Account” means an account established by an
Employer, pursuant to Section 5.02 of the Plan, with respect
to a Participant’s Supplemental Stock Ownership
Benefit.
(x) “Supplemental Stock
Ownership Benefit” means the benefit credited to a
Participant pursuant to Section 4.02 of the Plan.
ARTICLE III
ELIGIBILITY AND
PARTICIPATION
Section 3.01 Eligibility and
Participation .
| (a) |
Each Eligible Employee may participate in the Plan. An Eligible
Employee shall become a Participant in the Plan upon designation as
such by the Board of Directors. An Eligible Employee whom the Board
of Directors designates as a Participant in the Plan shall commence
participation as of the date established by the Board of Directors.
The Board of Directors shall establish an Eligible Employee’s
date of participation at the same time it designates the Eligible
Employee as a Participant in the Plan. |
| (b) |
The Board of Directors may, at any time, designate an Eligible
Employee as a Participant for any or all supplemental benefits
provided for under Article IV of the Plan. |
ARTICLE IV
BENEFITS
Section 4.01 Supplemental
ESOP Benefit .
As of the last day of each plan year of
the ESOP, the Employer shall credit the Participant’s
Supplemental ESOP Account with a Supplemental ESOP Benefit equal to
the excess of (a) over (b), where:
| (a) |
Equals the annual contributions made by the Employer and/or the
number of shares of Common Stock released for allocation in
connection with the repayment of an ESOP Acquisition Loan that
would otherwise be allocated to the accounts of the Participant
under the ESOP for the applicable plan year, if the provisions of
the ESOP were administered without regard to any of the Applicable
Limitations; and |
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| (b) |
Equals the annual contributions made by the Employer and/or the
number of shares of common stock released for allocation in
connection with the repayment of an ESOP Acquisition Loan that are
actually allocated to the accounts of the Participant under the
provisions of the ESOP for that particular plan year, after giving
effect to any reduction of such allocation required by any of the
Applicable Limitations. |
Section 4.02 Supplemental
Stock Ownership Benefit .
| (a) |
Upon a Change in Control, the Employer shall credit to the
Participant’s Supplemental Stock Ownership Account a
Supplemental Stock Ownership Benefit equal to (i) less (ii),
the result of which is multiplied by (iii), where: |
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(i) |
Equals the total number of shares of Common Stock acquired with
the proceeds of all ESOP Acquisition Loans (together with any
dividends, cash proceeds, or other medium related to such ESOP
Acquisition Loans) that would have been allocated or credited for
the benefit of the Participant under the ESOP and/or this Plan, as
the case may be, had the Participant continued in the employ of the
Employer through the first ESOP Valuation Date following the last
scheduled payment of principal and interest on all ESOP Acquisition
Loans outstanding at the time of the Change in Control;
and |
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(ii) |
Equals the total number of shares of C |
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