Exhibit 10.2
VERSAILLES SAVINGS &
LOAN COMPANY
DEFERRED COMPENSATION
PLAN
AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2005
The Board of Directors of Versailles
Savings & Loan Company hereby amends and restates the
Versailles Savings & Loan Company Deferred Compensation
Plan (the “Plan”) effective as of January 1, 2005
in order to establish that all amounts deferred or credited after
December 31, 2004 shall be governed by the sub-plan attached
as Exhibit D hereto. The Plan was originally effective on
December 16, 1998. The purpose of the Plan is to provide
deferred income and retirement benefits for its directors and any
officers selected by the Board of Directors. The Plan is not
tax-qualified under Section 401 of the Code, and is unfunded
and primarily for a select group of management or highly
compensated employees within the meaning of Section 201(2) of
the Employee Retirement Income Security Act of 1974, as
amended.
ARTICLE I
Definitions
The following words and phrases,
when used in the Plan with an initial capital letter, shall have
the meanings set forth below unless the context clearly indicates
otherwise.
1.1 “Acceptance”
shall mean acceptance, by the Committee, of a Deferral Election
Form, a Distribution Election Form, or an Investment Election Form
(which acceptance shall be presumed unless, within ten business
days of delivery of a Participant’s election to a Director,
the Committee provides the Participant with a written notice
detailing the reasons for its rejection).
1.2 “Account”
shall mean shall mean a bookkeeping account maintained by the
Company in the name of each Participant.
1.3 “Affiliate ”
shall mean any “parent corporation” or
“subsidiary corporation” of the Company, as the terms
are defined in Section 424(e) and (f), respectively, of the
Code.
1.4 “Beneficiary”
shall mean the person or persons whom a Participant may designate
as the beneficiary of the Participant’s Benefits under
Article II, and shall mean the Participant’s estate in the
absence of a valid designation. A Participant’s election of a
Beneficiary shall be made on the Distribution Election Form, shall
be revocable by the Participant during his or her lifetime, and
shall be effective only upon its Acceptance by the
Committee.
1.5 “Benefits”
shall mean any and all benefits that are or may become payable
under Article II of the Plan.
1.6 “Board” shall
mean the Board of Directors of the Company.
1.7 “Change in
Control” shall mean (i) the execution of an
agreement for the sale of all, or a material portion, of the assets
of the Company; (ii) the execution of an agreement for a
merger, consolidation, or other transaction of the Company whereby
the Company is not the surviving entity; (iii) a change of
control of the Company, as defined or determined under the
regulations or policies of the Company’s primary regulator;
(iv) the acquisition, directly or indirectly, of the
beneficial ownership within the meaning of that term as it is used
in Section 13(d) of the 1934 Act and the rules and regulations
promulgated thereunder) of twenty-five percent (25%) or more
of the outstanding voting proxies or securities of the Company by
any person, trust, entity, or group. This limitation shall not
apply to a transaction in which either the Company merely
converts to stock form or forms a holding company or up to
30% of any class of securities of the Company are purchased by a
tax-qualified employee stock benefit plan of the Company or any
Affiliate. The term “person” refers to an individual or
a corporation, partnership, trust, bank, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization or any
other form of entity not specifically listed here. References
herein to the “Company” shall also refer to any company
that at any future time becomes the owner of more than 50% of the
Company’s assets or securities.
1.8 “Code” shall
mean the Internal Revenue Code of 1986, as amended.
1.9 “Committee”
shall mean any committee that the Board may appoint to administer
and effectuate the Plan. The Committee shall act only by a majority
of its members, and may act through meetings or written consents.
Notwithstanding the foregoing, the Board may at any time act in
lieu of the Committee with respect to any action that the Committee
may take pursuant to the Plan.
1.10 “Common
Stock” shall mean the common stock, if any, of the
Company, but shall mean common stock of a holding company of the
Company if one is formed for that purpose independently of a Change
in Control.
1.11 “Company”
shall mean Versailles Savings & Loan Company, and any
successor to its interest.
1.12 “Deferrals”
shall mean any Participant-directed deferrals that occur pursuant
to Section 2.3 hereof.
1.13 “Deferral Election
Form” shall mean the form attached hereto as Exhibit
“A”.
1.14 “Director”
shall mean a member of the Board.
1.15 “Distribution Election
Form” shall mean the form attached hereto as Exhibit
“B”.
1.16 “Effective
Date” shall mean December 16, 1998.
1.17 “Employee”
shall mean any person to whom the Company or an Affiliate pays
“wages” that are reportable to the Internal Revenue
Service on Form W-2 (or a successor form thereto).
1.18 “Investment Election
Form” shall mean the form attached as Exhibit
“C”.
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1.19 “Just Cause”
shall mean misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful
violations or any law, rule or regulation (other than traffic
violation of similar offenses), or final cease-and-desist
orders.
1.20
“Participant” shall mean (i) an individual
who serves as a Director of the Company on the Effective Date,
regardless of whether or not the Director is an Employee, and
(ii) any Director or Employee whom the Board specifically
selects for participation in the Plan after the Effective Date,
provided that an Employee shall be eligible for Plan participation
only if the Employee is a member of a select group of the
management or highly compensated Employees for purposes of Title I
of the Employee Retirement Income Security Act of 1974, as amended
from time to time.
1.21 “Plan” shall
mean this Versailles Savings & Loan Company Deferred
Compensation Plan.
1.22 “Plan Year”
shall mean the one-year period that begins each January 1,
except the initial Plan Year shall begin on the Effective Date and
end on December 31, 1998.
1.23 “ROAE” shall
mean the return-on-average-equity for the Company and its
Affiliates as determined by the Committee in accordance with
generally accepted accounting principals, but subject to the
Committee’s discretion to take into account or disregard
extraordinary financial events impacting the Company or its
Affiliates.
1.24 “Trust”
shall mean the trust created under the Trust Agreement.
1.25 “Trust
Agreement” shall mean the agreement entered into between
the Company and the Trustee, pursuant to the terms
hereof.
1.26 “Trustee”
shall mean the person(s) or entity appointed by the Board pursuant
to the Trust Agreement to hold legal title to the Plan Assets for
the purposes set forth herein.
1.27 “Year of
Service” shall mean each full year of a
Participant’s service, measured from the date a Participant
initially commences such service, as a Director or Employee of the
Company or an Affiliate (but disregarding service as an emeritus or
advisory director).
ARTICLE II
Credits to Accounts: Life
Insurance
2.1 Initial Credits . On the
Effective Date, the Company shall make the following credits to the
Accounts of Participants: (i) the Account for each
non-Employee Director will receive a credit equal to the product of
$1,494 and the number of Years of Service of the Director; and
(ii) the Account for the Employee-Director will receive a
credit equal to the product of $5,103 and the number of his Years
of Service.
2.2 Future Credits . On each
December 31 st after 1998, the Company shall make a credit to
the Account of each Participant who is on that date serving as a
Director or Employee. The amount of each credit will equal the
following percentages of the cash compensation that a Participant
earns during the calendar year to which the credit relates: 24% for
a non-Employee Director; 8% for an Employee-Director.
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2.3 Deferrals . Each
Participant may elect, on the Deferral Election Form, to make
Deferrals by directing that his or her fees, salary, bonuses, or
other cash compensation be reduced on a pre-tax basis. Participants
may elect to defer up to 25 % of their salary and up to
100 % of any board fees or cash bonuses. Such elections shall
(i) be irrevocable until the end of the calendar year in which
they are made, and (ii) be effective on the January 1st
following their Acceptance; provided that a Participant may elect
to have an election take effect as soon as administratively
practicable with respect to cash compensation that the Participant
may receive in the future and as to which the Participant currently
has no legal right or claim. As soon as practicable after the end
of each pay period, the Company shall credit each
Participant’s Account with any Deferrals that occurred during
the pay period.
2.4 Investment Return . At
the end of each calendar year during which a Participant’s
Account has a positive value, the Company shall credit the average
balance credited to the Participant’s Account during the year
with an investment return equal to the highest annual return that
the Company is paying, on January 1 of the particular year, on
certificates of deposit having a term of one year or less, unless
the Participant has previously elected, on the Investment Election
Form, to have such investment return equal the Company’s
actual ROAE for that year. Such elections shall be irrevocable
until the effective date of a superseding election, and shall be
effective on the January 1st following their Acceptance. In
the event of a stock conversion or mutual holding company
reorganization by the Company, each Participant may elect to have
his or her Account credited with the total return on the resulting
Common Stock.
2.5 Short-swing Profit Rule .
If the Company were to sell stock as part of a conversion or mutual
holding company reorganization and if a Participant elects to have
his or her Account appreciate or depreciate based on changes in the
value of the Common Stock, the effectiveness of any investment
election that the Participant makes shall be deferred until the
next following date on which said election would not result in an
“opposite way” transaction for purposes of SEC Rule
16b3. For purposes of this paragraph, an “opposite way”
transaction means an election that affects a “sale” of
the Common Stock by a Participant within six months of an election
that affects a “purchase” (and vice versa), whether
under this Plan or another plan maintained by the Company. This
six-month “opposite way” rule will not apply, however,
if the Participant elects to receive a distribution in connection
with either his or her death or termination of the
Participant’s service with the Company.
ARTICLE III
Vesting: Distributions from
Accounts
3.1 Vesting . Each
Participant shall at all times be fully vested in his or her
Account; provided that if a Participant’s service as an
Employee or Director terminates due to Just Cause, the Participant
shall automatically forfeit the portion of his or her Account that
is not attributable to Deferrals.
3.2 In-Service Hardship
Distributions . If the Participant or a member of the
Participant’s immediate family (or a dependent of the
Participant) should suffer one or more of the following unforeseen
hardships, the Participant may apply to the Committee for a
withdrawal of all or part of the vested portion of his or her
Account:
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(i)
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extraordinary
medical expenses, or
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(ii)
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other
unforeseeable and severe financial hardships that the Committee may
generally recognize.
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The Committee shall have sole and
complete discretion over whether or not to grant a
Participant’s request for a hardship withdrawal, provided
that (i) the Committee shall make its decisions in a uniform
and nondiscriminatory manner, and (ii) the Participant who
requests a withdrawal shall abstain from participation in, and
voting on, such request. If the Committee approves a withdrawal,
the Company shall pay the approved amount to the Participant as
soon as practicable, and shall treat said amount as a pro-rata
reduction from each measure of investment return then in effect
under Section 2.4 hereof.
3.3 Post-Termination
Distributions . The Company shall pay a Participant’s
Account in the medium selected by the Participant on the
Distribution Election Form, in substantially equal annual payments
over a period of five years, beginning as soon as administratively
practicable following the Participant’s termination of
employment for any reason other than Just Cause or death; provided
that a Participant may elect on the Distribution Election Form to
have his or her Account paid in an immediate lump sum distribution
or in annual payments over a period not exceeding 10
years.
3.4 Distribution Elections .
In order to be effective, Acceptance of a Participant’s
Distribution Election Form must occur either (i) more than one
year before the date on which the Participant’s service as an
Employee terminates for any reason or (ii) within 30
days of the Participant’s initial commencement of Plan
participation, or (iii) more than 90 days before the
closing of a Change in Control. In the event a Participant files
more than one valid Distribution Election Form, the most recent
valid election shall supersede any and all prior elections.
Nevertheless, Beneficiary desig
