SENECA FALLS SAVINGS BANK
AMENDED AND RESTATED
2005 DEFERRED COMPENSATION PLAN
Amended and Restated Effective January 1, 2005
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SENECA FALLS SAVINGS BANK
AMENDED AND RESTATED
2005 DEFERRED COMPENSATION PLAN
THIS
AMENDED AND RESTATED
2005 DEFERRED
COMPENSATION
PLAN (the "Plan"),
sponsored by Seneca Falls Savings Bank (the "Bank"), updates and revises the
2005 Deferred
Compensation Plan (the
"Prior Plan") in order to bring the Prior
Plan into compliance with the final regulations issued under
Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code") in April,
2007. The Bank
has herein restated the Plan with the intention that the Plan shall
at all times
satisfy Code Section 409A, and the provisions of the Plan
shall be construed to
effectuate such
intentions.
References
to the "Company"
mean Seneca-Cayuga
Bancorp, Inc. a
federal corporation
that owns 100% of the
common stock of the
Bank.
ARTICLE I
PURPOSE AND
EFFECTIVE DATE
Section 1.01 Purpose.
The purpose of the
Plan is to permit a select group
of management (at the level of vice president or higher) or highly
compensated
employees and directors of the Bank to defer on a pre-tax basis al1
or a portion
of their compensation paid by the Bank in order to provide funds
for retirement.
It is intended that the Plan will aid in retaining and attracting
employees and
directors by providing such persons with a means to supplement
their standard of
living at retirement.
Section 1.02 Effective
Date. The Plan was originally effective in May,
1981. The Plan is hereby amended and restated effective January 1,
2005.
ARTICLE II
DEFINITIONS
For
the purposes of this Plan, the following words and phrases shall have
the meanings indicated, unless the context clearly indicates
otherwise.
Section 2.01 Bank. "Bank" means Seneca Falls Savings Bank.
Section 2.02 Beneficiary. "Beneficiary" means the person, persons
or entity
designated by the
Participant to receive
any benefits payable
under the Plan.
Any Participant
Beneficiary
designation shall be made in a written instrument
filed with the Bank in the form attached hereto as Exhibit B and shall
become
effective only when received, accepted and acknowledged in writing
by the Bank.
Section 2.03
Board. "Board" means the Board of Directors of the Bank.
Section 2.04 Change in
Control. "Change in
Control" of the Company or the
Bank shall
mean (i) a change in
ownership of the Company or the Bank under
paragraph (a) below, or (ii) a change in effective control of the
Company or the
Bank under
paragraph (b)
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below, or (iii) a change in the ownership of a substantial portion
of the assets
of the Company or the Bank under paragraph (c) below:
(a)
Change in the
ownership of the
Company or the Bank. A change in
the ownership of the
Company or the Bank shall occur on the date that
any one person, or
more than one person acting as a group (as defined
in paragraph (b)),
acquires ownership of stock of the corporation
that, together
with stock held by
such person or group,
constitutes
more than 50 percent of the total fair market value or total voting
power of the stock of such corporation. However, if any one person or
more than one person acting as a group, is considered to own more
than
50 percent of the total fair market value or total voting power of
the
stock of a corporation, the acquisition of additional stock by the
same person or
persons is not considered to cause a change in the
ownership of the
corporation (or to
cause a change in the
effective
control of the
corporation
(within the meaning of paragraph (b)
below)). An
increase in the percentage of stock owned by any one
person, or persons
acting as a group, as a result of a transaction in
which the corporation acquires its stock in exchange for property
will
be treated as an
acquisition of stock
for purposes of this
section.
This paragraph (a) applies only when there is a transfer of stock
of a
corporation (or issuance of stock of a corporation) and stock in such
corporation remains outstanding after the transaction.
(b)
Change in the
effective control of
the Company or the
Bank. A
change in the effective control of the Company or the Bank shall
occur
on the date that
either (i) any one
person, or more than
one person
acting as a group (as
determined below),
acquires (or has acquired
during the
12-month period ending on the date of the most
recent
acquisition by such
person or persons) ownership of stock of the
corporation possessing 30 percent or more of the total voting power
of
the stock of such
corporation; or (ii) a
majority of members of
the
corporation's board of
directors is replaced during any 12-month
period by directors whose appointment or election is not endorsed
by a
majority of the members of the corporation's board of directors prior
to the date of the appointment or election, provided that for
purposes
of this paragraph
(b)(ii), the term
corporation
refers solely to a
corporation for which no other corporation is a majority
shareholder.
In the absence of an
event described
in paragraph (i) or (ii), a
change in the
effective control of a corporation will not have
occurred. If any one
person, or more than one person acting as a
group, is considered to effectively control a corporation (within
the
meaning of this paragraph (b)), the acquisition of additional
control
of the corporation by
the same person or persons is not considered to
cause a change in the
effective control
of the corporation (or to
cause a change in the ownership of the corporation within the meaning
of paragraph (a)).
Persons will not be
considered to be
acting as a
group solely
because
they purchase or own stock of the same
corporation at the
same time, or as a result of the same public
offering.
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(c)
Change in the ownership of a substantial portion of the
Company's
or the Bank's
assets. A change in the ownership of a substantial
portion of the
Company's or the Bank's assets shall occur on the date
that any one person,
or more than one
person acting as a group (as
determined below),
acquires (or has acquired during the 12-month
period ending
on the date of the
most recent acquisition by such
person or persons) assets from the corporation that have a total
gross
fair
market value equal to or more than 40% of the
total gross fair
market value of all of the assets of the corporation immediately
prior
to such acquisition
or acquisitions. For this purpose, gross fair
market value means the value of the assets of the corporation,
or the
value of the assets being disposed of, determined without regard to
any liabilities
associated
with such assets.
There is no Change
in
Control event under this paragraph (c) when there is a
transfer to an
entity that is
controlled by the
shareholders
of the transferring
corporation immediately after the transfer.
(d)
Each
of the sub-paragraphs
(a) through (c) of
this Section 2.04
shall be construed and interpreted consistent with the requirements
of
Code Section
409A and any
Treasury regulations or other guidance
issued thereunder.
Notwithstanding anything in this subsection to the
contrary, a Change in
Control shall not be deemed to have
occurred
upon the conversion of the Seneca Falls Savings Bank, MHC, the Bank's
mutual holding company
parent, to stock form, or in connection
with
any reorganization used to effect such a conversion.
Section 2.05 Code.
"Code" means the
Internal Revenue Code of 1986, as
amended from time to time, and the rules and regulations
promulgated thereunder.
Section 2.06 Deferral
Agreement. "Deferral
Agreement"
means the written
form (attached hereto
as Exhibit A) that is submitted by the Participant to the
human resources
officer of the Bank
before the relevant
Election Date which
indicates the amount
of compensation
to be deferred, the timing and form of
distribution(s). A Deferral Agreement becomes effective when it is
signed by the
Participant and the Bank in a timely manner.
Section 2.07 Deferral Benefit. "Deferral Benefit" means the benefit
payable
to a Participant as calculated in Article VI hereof.
Section 2.08 Deferred Benefit Account. "Deferred Benefit Account"
means the
accounts maintained
on the books of
account of the Bank
for each
Participant
pursuant to Article V. Separate Deferred Benefit Accounts shall be maintained
for each Participant.
More than one Deferred
Benefit Account may be maintained
for each Participant if necessary to reflect separate year deferral
elections. A
Participant's Deferred
Benefit Account shall be utilized solely as a device for
the measurement and
determination of the
amounts to be paid to the Participant
pursuant to this Plan.
A Participant's Deferred Benefit Account shall not
constitute or be treated as a trust fund of any kind.
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Section 2.09
Determination Date.
"Determination
Date" means the date
on
which the amount of a
Participant's Deferred
Benefit Account is
determined as
provided in Article V
hereof. The last day
of each calendar
month shall be a
Determination Date.
Section 2.10
Disability.
"Disability"
means
any case in which a
Participant: (i) is
unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental
impairment which can be
expected to result in death or can be expected to last for a
continuous
period
of not less than 12
months; (ii) is, by
reason of any
medically
determinable
physical or mental impairment which can be expected to result in
death or can be
expected to last for a continuous period of not less than 12 months,
receiving
income replacement
benefits for a period of not less
than 3 months
under an
accident and health plan covering employees of the Bank (or would
receive such
benefits if eligible to participate in the plan); or (iii) is determined to be
totally disabled by the Social Security Administration.
Section 2.11 Election Date. The "Election Date" is the date
established by
this Plan as the date
on or before
which a Participant must submit a valid
Deferral Agreement
or Notice of
Adjustment
of Deferral to the Board. The
applicable Election
Dates are as follows:
(a) 30 days after a
newly eligible
Participant is notified of his right to participate in the Plan, or
(b) at least
30 days prior to January 1st of any Plan Year if (a) above does not
apply.
Section 2.12
Participant.
"Participant"
means any individual who is
designated by the Bank to participate in this Plan and who elects
to participate
by filing a Deferral Agreement as provided in Article IV.
Section 2.13 Plan.
"Plan" shall mean the Seneca Falls Savings Bank Amended
and Restated 2005 Deferred Compensation Plan.
Section 2.14 Plan Administrator. "Plan Administrator" means the
committee
appointed by the Board to administer the Plan.
Section 2.15 Plan Year. "Plan Year" means a twelve month period
commencing
January 1 and ending the following December 31.
Section 2.16 Separation from Service. "Separation from Service"
means:
(a) the
Participant's
retirement or
termination of employment with
the Bank.
(b) No
Separation
from Service shall be deemed to occur due to
military leave, sick leave or other bona fide leave of absence
if
the period of such
leave does not exceed six months or, if
longer, so long as the
Participant's
right to reemployment is
provided by law or contract. If the leave exceeds six months
and
the Participant's right to reemployment is not provided by law
or
by contract,
then the Participant shall be deemed to have a
Separation from Service on the first date immediately following
such six-month period.
(c) Whether a Separation from Service has occurred is determined
based on whether the facts and circumstances indicate that the
Bank and the Participant reasonably anticipated that no further
services would be
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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 less
than 50% of the
average level of bona fide
services performed
over the immediately
preceding 36 months (or
such lesser
period of time in
which the Participant
performed
services for
the Bank). The determination of whether a
Participant has had a
Separation from
Service shall be made
by
applying the presumptions set forth in the Treasury
Regulations
under Code Section 409A.
Section 2.17
Specified Employee. "Specified Employee" means a "key
employee" of a publicly traded company within the meaning of Code
Section 409A
and the final regulations or other guidance issued thereunder.
ARTICLE III
ADMINISTRATION
Section 3.01 Plan
Administrator
and Board Duties. This Plan shall be
administered by the
Plan Administrator.
Decisions of the Plan Administrator
shall be reviewable
by the Board.
The Board shall also
have the authority
to
make, amend,
interpret,
and enforce all
appropriate rules and regulations for
the administration
of this Plan and
decide or resolve
any and all
questions
including
interpretations of
this Plan, as may
arise in connection
with the
Plan. A Participant
who is a member of the Board may vote on matters affecting
all Participants but may not vote on matters solely relating to his
benefits.
Section 3.02 Binding Effect of Decisions. Subject to Article IX
herein, any
decision or action of the Board in respect to any question
arising out of or
in
connection with the
administration,
interpretation and application of the Plan
and the rules and regulations promulgated hereunder shall be
final, conclusive
and binding upon all persons having any interest in the Plan.
ARTICLE IV
PARTICIPATION
Section 4.01
Participation.
Participation in the Plan shall be limited to
individuals who are vice presidents (or higher) of the Bank and
directors of the
Bank who file a Deferral Agreement with the Bank. Except as
provided in Section
2.11(a), a Deferral Agreement must be filed with the Plan
Administrator at least
30 days prior to January 1st immediately preceding the Plan Year in which the
Participant's
participation under
the agreement
will commence. A properly
completed and timely executed Deferral Agreement shall be effective
on the first
day of the Plan Year following receipt by the Bank. With respect to a Deferral
Agreement filed by an
officer or director who first becomes eligible after the
first day of a Plan Year, such Deferral Agreement shall be effective only
with
respect to
compensation or director's fees not yet earned and based on
services
not yet performed
at the time of the
execution and filing of the Deferral
Agreement.
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Section 4.02 Minimum
Deferral. A Participant may elect in any Deferral
Agreement to defer all or a portion of his compensation and future
compensation
increases. The minimum
amount that may be deferred under an officer's Deferral
Agreement shall be $1,000.
Section 4.02(a) From time to time the Bank may increase or decrease
the
minimum deferral set forth above (or establish a maximum deferral)
by giving
reasonable written notice to the affected Participants. Such
changes shall be
effective for all Deferral Agreements filed thereafter.
Section 4.02(b) A
Participant's election
to defer compensation
shall be
irrevocable for a Plan Year upon the filing of a Deferral
Agreement.
Section 4.03 Duration of Deferral Agreement. Deferral Agreements remain in
effect until revoked
or modified by the filing of a new Deferral Agreement or
Notice of Adjustment
of Deferral,
which shall be
effective for the Plan
Year
following the Plan Year in which it is submitted.
Section 4.04
Revocation or
Reduction of Deferral. Deferrals of future
compensation may be
stopped or reduced by timely filing a Notice of Adjustment
of Deferral (attached hereto as Exhibit C). Such revocation or
reduction will be
effective as of the 1st day of the next succeeding Plan Year.
Section 4.05 Increase
of Deferral. A new
Notice of Adjustment of Deferral
or new Deferral
Agreement must be
filed under the terms of Section 2.11(b) if
the Participant wishes
to increase the amount of compensation being deferred.
Such an election will
be effective on the 1st day of the next succeeding Plan
Year.
Section 4.06 No Deferral Without Agreement. An eligible officer or
director
who has not submitted
a valid Deferral Agreement to the Plan Administrator
before the
relevant Election Date set forth in 2.11may not defer any
compensation until the
next Plan Year. A
Participant who has
not submitted a
valid timely Deferral
Agreement or Notice of Adjustment of Deferral to the Plan
Administrator in accordance with Section 2.11(b) shall either (i)
have deferrals
deducted in accordance
with the Participant's last validly filed Deferral
Agreement in
accordance with
Section 4.03 or, (ii)
if no deferrals are
being
deducted from the
Participant's
compensation
or director's fees, then the
Participant shall not be entitled to make deferrals until the next
Plan Year.
Section 4.07 When to File Deferral Agreement or Notice of
Adjustment
of
Deferral. A Notice of
Adjustment
of Deferral shall be filed to increase or
reduce deferrals
in a future
Plan Year or Years.
A Notice of
Adjustment
of
Deferral shall also be filed to eliminate entirely deferrals for the next Plan
Year or for all future Plan Years. The filing of a new Deferral
Agreement shall
not change
the time or form of distribution of amounts credited to a
Participant's Deferred
Benefit Account, and earnings on such amounts, that are
subject to a previously filed Deferral Agreement.
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ARTICLE V
DEFERRED BENEFIT ACCOUNT
Section 5.01 Deferred Benefit Account. The amount that a
Participant elects
to defer pursuant to a validly executed and filed Deferral
Agreement,
shall be
credited by the Bank
to the Participant's
Deferred Benefit Account. To the
extent that the Bank is required to withhold any taxes or other
amounts from the
Participant's deferred compensation pursuant to any state, federal
or local law,
such amounts
shall first be taken out of the portion of the Participant's
compensation which is not deferred under this Plan.
Section 5.02 Vesting of Deferred Benefit Account. A Participant shall be
100% vested in his Deferred Benefit Account(s).
Section 5.03 Interest Credit. Compensation deferred by a
Participant plus an
amount equal to the Participant's deemed interest shall be credited
to the
Participant's Deferred Benefit Account(s) on each Determination
Date. Interest
shall be credited at a rate which is annually determined by the
Board.
Section 5.04 Determination of Account. Each Participant's
Deferred Benefit
Account(s), as of each
Determination Date,
shall consist of the balance of the
Participant's Deferred
Benefit Account(s) as of the immediately preceding
Determination Date. The Deferred Benefit Account(s) of each
Participant shall be
reduced by the amount
of all distributions,
if any, made from such Deferred
Benefit Account(s) since the preceding Determination Date, and increased
by any
contributions and
interest credited to
such Deferred Benefit
Account(s) since
the preceding Determination Date.
Section 5.05
Statement of Accounts. The Bank shall submit to each
Participant, within
120 days after the close of each Plan Year, a statement in
such form as the Bank deems desirable, setting forth the balance to the
credit
of such Participant in his Deferred Benefit Account(s) as of the
last day of the
preceding Plan Year.
ARTICLE VI
BENEFITS
Section 6.01 Benefit Upon Separation from Service. Upon a Participant's
Separation from Service (other than due to death or Disability), a Participant
shall be entitled to a Deferral Benefit payable under Section
6.04.
Section 6.02
Death. If a Participant dies after the commencement of
payments of his Deferral Benefit, his Beneficiary shall receive the remaining
installments of
his Deferred Benefit Account in accordance with the
Participant's
existing distribution
election.
If a Participant has not
designated a
Beneficiary under the
Plan, or if no
designated Beneficiary
is
living on the date of distribution hereunder, amounts distributable pursuant
to
this Section shall be distributed first to the Participant's surviving spouse,
or if none, to the
Participant's estate.
If a Participant dies prior to any
payments of a Deferral Benefit, his Beneficiary shall receive a
lump sum payment
equal to his Deferred Benefit Account as of the Determination Date
within
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thirty (30) days following such death or in annual i
