Exhibit 10(U)
DEFERRED BONUS PLAN
FOR
EXECUTIVES OF BRYN MAWR BANK
CORPORATION
(As Amended and Restated
Effective January 1, 1999)
This is the DEFERRED BONUS PLAN FOR
EXECUTIVES OF BRYN MAWR BANK CORPORATION (the “Plan”),
as amended and restated effective January 1, 1999.
ARTICLE I
DEFINITIONS
The following words and phrases as
used herein have the following meanings unless a different meaning
is plainly required by the context:
1.1 “ Administrator
” means the person or committee, appointed by the Board of
Directors, that shall be responsible for administering the
Plan.
1.2 “ Affiliate ”
means a corporation of which the Corporation controls, directly or
indirectly, more than 50 percent of the total combined voting power
of all classes of stock.
1.3 “ Beneficiary
” means the person, persons or trust designated by a
Participant as direct or contingent beneficiary in the manner
prescribed by the Administrator. The Beneficiary of a Participant
who has not effectively designated a Beneficiary shall be the
Participant’s estate.
1.4 “ Board of
Directors ” means the Board of Directors of the
Corporation.
1.5 “ Bonus ”
means an amount payable to an Executive that is not part of the
Executive’s base salary and that is payable at the discretion
of a Participating Employer’s Board of Directors or in
accordance with a Participating Employer’s bonus
program.
1.6 “ Bonus Deferral
” means the amount of a Bonus that a Participant elects to
defer in accordance with the terms of the Plan.
1.7 “ Code ”
means the Internal Revenue Code of 1986, as amended.
1.8 “ Corporation
” means Bryn Mawr Bank Corporation.
1.9 “ Deferred Bonus
Account ” or “ Account ” means the
separate account established for each Participant as described in
Section 4.1.
1.10 “ Effective Date
” means January 1, 1989. The effective date of this
amendment and restatement of the Plan is January 1,
1999.
1.11 “ Executive
” means an employee of a Participating Employer who is a
member of a select group of management or highly compensated
employees and who is eligible to make a deferral election under the
Plan. An employee will be eligible to make a deferral election
under
the Plan for a Plan Year if his compensation for
the prior Plan Year was at least $100,000. For purposes of this
section, compensation for the prior Plan Year shall mean the
employee’s compensation reported on Form W-2 including the
bonus which was payable to the employee in such prior Plan Year,
regardless of whether all or some portion of the bonus was not
reported on Form W-2 as a result of being deferred under the
Plan. Additionally, the Administrator may designate a newly hired
employee of a Participating Employer as an Executive eligible to
make a deferral election during the Plan Year in which he is hired
and the following Plan Year, if such employee’s annualized
compensation from the Participating Employer at the time of hire is
expected to equal or exceed $100,000.
1.12 “ Hardship ”
means an unforeseeable emergency that creates a severe financial
hardship to the Participant resulting from (a) a sudden or
unexpected illness or accident of the Participant, his spouse or
dependent, (b) loss of the Participant’s property due to
casualty, or (c) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Participant.
1.13 “ Participant
” means an Executive or former Executive who elects to
participate in the Plan in accordance with the terms and conditions
of the Plan or who has an account in the Plan that has not been
fully distributed.
1.14 “Participating
Employer ” means the Corporation and each Affiliate that
has elected to participate in the Plan.
1.15 “ Plan Year
” means the calendar year.
1.16 “ Valuation Date
” means the close of business on the last business day of
each calendar quarter, or such other valuation date or dates
established by the Administrator.
ARTICLE II
PARTICIPATION
2.1 Eligibility . Each
Executive awarded a Bonus is eligible to elect to participate in
the Plan.
2.2 Participation in the Plan
.
2.2.1 An Executive who desires to
participate in the Plan, shall furnish to the Administrator such
information (including a beneficiary designation) as the
Administrator may reasonably request for the proper administration
of the Plan.
2.2.2 An Executive who has satisfied
Section 2.2.1 above, may elect under Section 3.1 to defer
receipt of all or a specified portion of the Bonus that would
otherwise be payable to such Executive for any Plan
Year.
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ARTICLE III
DEFERRAL OF
BONUSES
3.1 Election to Defer . An
Executive who elects to participate in the Plan for any Plan Year
shall deliver a properly executed election form to the
Administrator, which form shall specify:
3.1.1 The amount or percentage of
the Executive’s Bonus to be deferred;
3.1.2 The period of time (as
provided for in Section 3.3) for which the Executive’s
Bonus shall be deferred; and
3.1.3 The investment option (as
provided for in Section 4.2) in which an Executive’s
Bonus Deferral shall be deemed invested for purposes of determining
income, gains and losses thereon.
3.2 Date of Filing Election .
An election to defer a Bonus shall be filed by the Participant with
the Administrator by March 31 of the Plan Year during which
such bonus will be earned. Notwithstanding the foregoing, in the
case of an Executive who is hired after the commencement of a Plan
Year, an election to defer a Bonus earned in such Plan Year shall
be filed by such time as is established by the Administrator but in
any event prior to the time such Bonus is declared by the
Participating Employer’s Board of Directors.
3.3 Period of Deferral . A
Participant electing to defer all or any portion of a Bonus shall
specify the applicable deferral period. A Participant may elect to
have all or any portion of a Bonus deferred until:
3.3.1 January of the year following
the year in which such Bonus would otherwise have been
payable;
3.3.2 His retirement or separation
from service (as provided for in Section 5.1); or
3.3.3 The
Participant’s 65 th
birthday, if later
than his retirement under circumstances described in
Section 5.1, below.
If no election is made by a
Participant pursuant to this Section 3.3, the Participant
shall be deemed to have elected option 3.3.2, above.
The amount of a Bonus that is
deferred under Section 3.3.1 until January of the year
following the year in which such Bonus would have otherwise been
payable shall be paid in the form of a lump sum without interest or
other appreciation added thereto.
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ARTICLE IV
INVESTMENT ALTERNATIVES FOR
BONUS DEFERRALS
4.1 Deferred Bonus Account .
A Participating Employer shall establish a Deferred Bonu
