RETIREMENT PLAN FOR OUTSIDE
DIRECTORS
OF NORTHWEST SAVINGS BANK AND ELIGIBLE AFFILIATES
Article I. Establishment and
Purpose
1.1 Establishment
of the Plan
Northwest Savings
Bank (the “Bank”) established the Retirement Plan for
Outside Directors (the “Plan”) of Northwest Savings
Bank, effective July 1, 1992 (the “Effective
Date”). The Plan was amended effective April 1, 2003,
amended and restated in its entirety effective April 1, 2004,
and further amended and restated effective as of January 1,
2005 to correct typographical errors, conform with past practice
and maintain compliance with Section 409A of the Internal
Revenue Code.
The purpose of
this Plan is to recognize the value of an Outside Director’s
past service to the Bank and Eligible Affiliates, to enhance the
ability of the Bank and Eligible Affiliates to attract and retain
competent and experienced Outside Directors and to assure the
availability of each participating Outside Director’s
knowledge and experience as a resource to the Bank and Eligible
Affiliates following his retirement as an Outside Director. The
Plan is intended to be an unfunded plan of deferred compensation,
not qualified under the Internal Revenue Code, but in compliance
with Section 409A of the Internal Revenue Code so as to
preserve the tax-deferred treatment of the Retirement Benefits
accrued under this Plan until distributed to
Participants.
Article II. Definitions and
Construction
The terms used in
this Plan shall have the meanings assigned to them
below.
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(a)
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“Plan Administrator”
means the person or group of persons appointed by the Board of
Directors to administer this Plan. In the event there is no person
or group of persons appointed by the Board to administer this Plan,
or such person or group resigns from or fails to assume the
responsibility to administer the Plan, the Human Resources
Department of the Bank shall act as Plan Administrator.
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(b)
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“Bank” means Northwest
Savings Bank, a Pennsylvania corporation, and its corporate
successors.
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(c)
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“Board” or “Board
of Directors” means the Board of Directors of the
Bank.
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(d)
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“Beneficiary” means the
person whom the Participant has designated pursuant to
Section 3.4(c) to receive undistributed Retirement Benefits
which the Participant has accrued hereunder at his date of
death.
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(e)
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“Director” means a
member of the Board of Directors of the Bank or any Eligible
Affiliate , or, in the case of Northwest Bancorp Mutual
Holding Company, a member of its Board of Trustees.
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(f)
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“Eligible Affiliate”
means the parent corporation or an affiliated corporation of
Northwest Savings Bank which the Board of Northwest Savings Bank
has determined by duly adopted resolution to be eligible for the
Plan , including Northwest Bancorp Mutual Holding Company
and Northwest Bancorp, Inc..
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(g)
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“Disability Benefit” is
the amount payable to a Participant in accordance with
Section 3.5 hereof upon his becoming “Disabled” as
defined in Treasury Regulations
Section 1.409A-3(i)(4).
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(h)
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“Outside Director” means
a Director who is not an employee of the Bank who is not entitled,
either before or after retirement from the Board of the Bank or any
Eligible Affiliates, to receive employee pension benefits from the
Bank or from any of its subsidiaries or affiliates.
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(i)
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“Participant” means any
eligible Outside Director of the Bank or any Eligible Affiliates
who meets the participation requirements set forth in
Section 3.1 of this Plan.
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(j)
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“Retainer” means the
annual Retainer payable to an Outside Director each Fiscal Year as
compensation for membership on the Board of Directors of the Bank
or any Eligible Affiliate.
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(k)
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“Retire” or
“Retirement” means termination for any reason from
service as a Director of the Bank or Eligible Affiliate after five
or more Years of Service, provided that such Retirement qualifies
as a “Separation from Service” as defined in Treasury
Regulations Section 1.409A-1(h).
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(l)
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“Retirement Benefit” is
the amount payable to a Participant following his Retirement
calculated in accordance with Section 3.3(a) of this
Plan.
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(m)
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“Years of Service” means
the number of consecutive 12-month periods, or fractions thereof,
which an Outside Director serves on the Board of Directors of the
Bank or any Eligible Affiliate, but not to exceed ten
(10) such consecutive 12-month periods. Years of Service shall
include service on the Board of Directors of the Bank or of an
Eligible Affiliate prior to the establishment of this Plan, and any
period during which the Participant is disabled within the meaning
of Section 3.5 hereof prior to age 65. However, in no event
shall the Years of Service credited under this Plan exceed ten
(10).
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Except when
otherwise indicated by the context, words in the masculine gender
shall include the feminine gender; the plural shall include the
singular and the singular shall include the plural.
2.3 Not a Contract
of Service
Neither the
establishment of, nor the participation or eligibility for
participation of any Outside Director in, this Plan shall be
construed to confer any right of tenure on the part of any Outside
Director or any right of nomination, renomination, election or
re-election to the Board of Directors of the Bank or any Eligible
Affiliate. The Bank or Eligible Affiliate shall not incur any
liability for any loss of benefits that might result under this
Plan from any failure of the stockholders to elect or re-elect any
Outside Director to the applicable Board of Directors or any
failure of the Board of Directors to nominate any Outside Director
for re-election.
In the event any
provision of the Plan shall be held invalid or illegal for any
reason, or to fail to comply with Section 409A of the Internal
Revenue Code, such illegality , invalidity or noncompliance
shall not affect the remaining parts of the Plan, but the Plan
shall be construed and enforced as if the illegal , invalid
or noncomplying provision had never been inserted, and the Bank
shall have the privilege and opportunity to correct and remedy such
questions of illegality , invalidity or noncompliance by
amendment as provided in the Plan.
The Plan shall be
governed and construed in accordance with the laws of the
Commonwealth of Pennsylvania except as otherwise required by
applicable federal law , including Section 409A of the
Internal Revenue Code.
Article III. Participation and
Benefits
An Outside
Director shall become a Participant in this Plan on the date such
Director completes five Years of Service as a Director of the Bank
or an Eligible Affiliate.
3.2 Eligibility
for Benefits
An Outside
Director shall not be eligible for any benefits hereunder until
such Director has completed five Years of Service. No benefits are
payable under this Plan to any Director
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who terminates
his service on the Board of the Bank or any Eligible Affiliate
prior to completing five Years of Service.
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(a)
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Amount of Retirement Benefit. Upon a
Participant’s Retirement from the Board of the Bank or an
Eligible Affiliate on or after his attainment of age 60, he shall
be entitled to an annual Retirement Benefit in an amount equal
to:
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(1)
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Sixty percent of the annual Retainer
payable to an Outside Director as compensation for membership on
the applicable Board at the annual rate which was in effect
immediately prior to his Retirement;
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(2)
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Sixty percent of the annual meeting
fees payable to an Outside Director as compensation for his
attendance at meetings of the applicable Board at the annual rate
which was in effect immediately prior to his Retirement.
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(b)
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Upon a Participant’s
Retirement from the applicable Board prior to his attainment of age
60, he shall be entitled to an annual Retirement Benefit equal to
one-half of the Retirement Benefit calcu
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