PARK VIEW FEDERAL SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLANEmployee Benefits Plan Agreement |
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EXHIBIT 10.4
PARK VIEW FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Amended and Restated February 2006
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PARK VIEW FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Article 1
Definitions
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Section 1.1 |
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Administrator. The Administrator of the Plan shall be the
Compensation Committee. |
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Section 1.2 |
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Actuarial Equivalent. At any date, with respect to any Plan Benefit
hereunder, a payment or payments equal in the aggregate to the value at such
date of such. Plan Benefit determined actuarially on the basis of the current
Pension Benefit Guarantee Corporation (“PBGC”) interest rate and
the mortality table currently used by the PBGC at such date. |
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Section 1.3 |
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Bank. Park View Federal Savings Bank, a federally
chartered savings association, or any successor thereto as provided in
Section 10.12 herein. |
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Section 1.4 |
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Board. The Board of Directors of Park View Federal Savings
Bank. |
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Section 1.5 |
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Compensation Committee. The Compensation Committee of the Board of Directors
of Park View Federal Savings Bank. |
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Section 1.6 |
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Code. The Internal Revenue Code of 1986, as amended, or as
it may be amended from time to time. |
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Section 1.7 |
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Company. PVF Capital Corporation, an Ohio corporation, or any
successor thereto as provided in Section 10.12 herein, or any subsidiary
thereof. |
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Section 1.8 |
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Effective Date. The effective date of the Plan shall be July 1,
1998, |
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Section 1.9 |
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Plan. The Park View Federal Savings Bank Supplemental
Executive Retirement Plan. |
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Section 1.10 |
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Plan Benefit. Retirement benefits payable under the Park View
Federal Savings Bank Supplemental Executive Retirement Plan. |
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Section 1.11 |
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Participant. An employee who is eligible to participate in the
Park View Federal Savings Bank Supplemental Executive Retirement Plan. |
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Section 1.12 |
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Retirement Date. The first day of any calendar month following the
Participant’s sixty fifth (65th) birthday on which the Participant
elects to retire, or such earlier date as the Board, by resolution, may agree
to grant the Participant early retirement. |
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Article 2
Purpose of Plan
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Section 2.1 |
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Purpose. The Plan is designed to provide retirement benefits
payable out of the general assets of the Bank as provided in Article 4. |
Article 3
Eligibility
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Section 3.1 |
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Eligibility. Eligibility to participate in the Plan is limited to
Employees of the Bank who are designated by the Compensation Committee of the
Board of Directors of the Bank. |
Article 4
Benefits
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Section 4.1 |
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Amount of Benefits. The annual amount of benefits payable to each
Participant under the Plan shall be equal to sixty percent (60%) of the
Participant’s Final Pay, reduced by the Actuarial Equivalent of the
annual benefits payable to the Participant under the Bank’s Qualified
Retirement Plans consistent with the form of benefits paid under
Section 4.2. For purposes of this Section, the reduction for benefits
payable under Qualified Retirement Plans shall not include elective deferrals
made by the employee and earnings thereon. For purposes of this Section,
Final Pay shall be defined as the highest year’s combined salary and
target bonus (as defined in the Bank’s Management Incentive Compensation
Plan established July 1, 1997) during the last five years of the
Participant’s employment with the Bank. The determination of combined
salary and target bonus shall include any amounts electively deferred by the
Participant to any of the Bank’s qualified or nonqualified employee
benefit plans. |
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Section 4.2 |
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Form of Benefit
Payments. The benefits payable to
or on behalf of a Participant as determined under Section 4.1 shall be
paid in the form of a lump sum distribution, single life annuity or converted
to the Actuarial Equivalent joint and survivor annuity. |
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Section 4.3 |
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Time of Benefit
Payments. Payment of benefits
(annuity payments or the lump sum equivalent of the annuity payments) due
under the Plan to the Participant shall commence on the Participant’s
Normal Retirement Date or, such earlier date as otherwise provided in this
Agreement or as the Compensation Committee of the Board may, by resolution,
otherwise |
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determine. Subsequent
annual payments of benefits shall be paid to the Participant each year,
thereafter, on the anniversary date of the initial payment described in the
previous sentence. Annuity payments shall continue for the lifetime of the
Participant, or for the joint lives of the Participant and his or her spouse if
actuarially converted pursuant to Section 4.2. In the event the
Participant dies prior to commencement of benefit payments, the benefits
payable shall be paid in a lump sum Actuarial Equivalent to the named
beneficiary under Article 7 herein within one year from the date of
death of the Participant. |
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Section 4.4 |
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Distribution Election. Each Participant shall elect on a Distribution
Election Form (in the form attached hereto) the distribution form for Benefit
Amount described in Section 4.1. If any Participant fails to make an election
on a Distribution Election Form with respect to the Plan the distribution
form shall be a single life annuity or converted to the Actuarial Equivalent
joint and survivor annuity. Payment of the Benefit within 30 days upon
the occurrence of normal retirement, disability, death, early retirement or
change of control, as described in Article 5 . |
Article 5
Vesting
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Section 5.1 |
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Pro Rata Vesting. Provided that the Participant has remained
continuously in the employ of the Bank (except for normal vacation time and
such other leaves of absence as may be approved by the Board), the
Participant shall vest in the Plan Benefits described in Article 4 of
this Agreement each year, on a pro rata basis, beginning with the one year
anniversary date of the effective date that the Participant becomes eligible
to participate in the Plan and continuing with each succeeding annual
anniversary date thereafter until the Participant’s attainment of age
sixty-five (65). Upon the Participant’s attainment of age sixty-five
(65) and provided the Participant has remained continuously in the
employ of the Bank, the Participant shall be fully vested in the Plan
Benefits described in Article 4 of this Agreement. |
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Section 5.2 |
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Example. A Participant is age forty-five (45) at the
effective date of this Agreement. Assuming the Participant remains in the
employ of the Bank for another fifteen (15) years until he is age sixty
(60), he will be entitled to an annual benefit under Article 4 and
Section 5.1 of this Agreement that is equal to forty-five percent (45%)
of the Participant’s highest combined salary and target bonus during
the last five years of his employment determined as follows: |
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15 years Credited
service x 60% Final Pay = 45% Final
Pay at |
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1 If payments begin earlier than age sixty-five (65),
the benefit will be actuarially reduced. If requested by the Participant and
approved by the Compensation Committee, the actuarially reduced lump sum
equivalent may be paid in lieu of annual benefits. |
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Years of credited service
shall be equal to the number of years the Participant remains in the employ
of the Bank after becoming an eligible Participant of the Plan as determined
by the Board |
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Vesting period shall be
equal to the difference between sixty-five (65) and the
Participant’s age at the time he becomes a Participant in the Plan. |
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Section 5.3 |
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Death or Disability. In the event that the Participant dies or becomes
permanently and totally disabled while in the employ of the Bank and prior to
age sixty-five (65), the Participant shall become fully vested in the Plan
Benefits described in Article 4 of this Agreement. |
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For purposes of this
Agreement, disability shall mean a condition in which the Participant is:
(a) unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected
to result in death, or last for a continuous period of not less than twelve
(12) months; or (b) by reason of any medically determinable physical or
mental impairment that can be expected to result in death, or last for a
continuous period of not less than twelve (12) months, is receiving
income replacement benefits for a period of not less than three
(3) months under an accident and health plan covering participants of
Bank. |
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Section 5.4 |
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Early Retirement. In the event the Participant wishes to retire prior
to age sixty-five (65), the Compensation Committee of the Board may agree, by
resolution, to fully vest the Participant in the entire Plan Benefit
described in Article 4. The Compensation Committee of the Board may also
agree, by resolution, and with the approval of the Participant, to begin
payment of the Participant’s Plan Benefits prior to the
Participant’s attainment of age sixty-five (65), Benefits commencing
earlier than the Participant’s age 65 will be actuarially reduced for
the Participant’s age at commencement. |
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Section 5.5 |
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Change in Control. |
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(a) |
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In the event of
a change in control of the Company, the entire Plan Benefit described in
Article 4 shall become fully vested and be immediately payable to the
Participant in full. |
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(b) |
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For purposes of
this Agreement, a change in control shall mean: |
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(i) |
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The acquisition
by a person or persons acting in concert of the power to vote twenty-five
percent (25%) or more of a class of the Company’s voting securities, or
the acquisition by a person of the power to direct the Company’s
management or policies, if the Board of Directors or the Office of Thrift
Supervision (the “OTS”) or successor regulatory agency has made a
determination that such acquisition constitutes or will constitute an
acquisition of control of the Company for the purposes of the Savings and
Loan Holding Company Act or the Change in Bank Cant-Tot Act and the
regulations thereunder (12 CFR Part 574 or any successor provision); |
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(ii) |
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during the
period of two (2) consecutive years during the term of this Agreement,
individuals who at the beginning of such period constitute the Board of
Directors of the Company cease for any reason to constitute at least a
majority thereof, unless the election of each director who was not a director
at the beginning of such period has been approved in advance by directors
representing at least two thirds (2/3) of the directors then in office who
were directors in office at the beginning of the period; |
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(iii) |
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the Company
shall have merged into or consolidated with another company, or merged
another company into the Company, on a basis whereby less than fifty percent
(50%) of the total voting power of the surviving company is represented by
shares held by former shareholders of the Company prior to such merger or
consolidation; or |
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(iv) |
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The Company
shall have sold (i) substantially all of its assets; or, (ii) the Bank,
to another person. The term “person” refers to an individual,
corporation, partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or other entity. |
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Article 6
Termination for Cause
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Section 6.1 |
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In the event of the
termination of the Participant for Cause, the Bank shall have no further
obligations under this Agreement other than payment to the Participant at the
Retirement Date of any vested portion of the Plan Benefit. For purposes of
this Agreement, Cause shall be defined as termination as a result of the
Participant’s personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or regulation
(other than traffic violations or similar offenses) or final cease-and-desist
order or material breach o
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