Exhibit 10.4
DEFERRED BONUS PLAN
FOR
EXECUTIVES OF BRYN MAWR BANK
CORPORATION
(As Amended and Restated
Effective January 1, 2008)
This is the DEFERRED BONUS PLAN FOR
EXECUTIVES OF BRYN MAWR BANK CORPORATION (the “Plan”),
as amended and restated effective January 1, 2008.
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, collectively, the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations promulgated thereunder.
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,
2008.
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) an illness or
accident of the Participant, his or spouse, his or her dependent,
or his or her Beneficiary, (b) the loss of the
Participant’s property due to casualty (including the need to
rebuild a home following damage to the home not otherwise covered
by insurance, for example, not as a result of a natural disaster),
or (c) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Participant, and in the case of either (a), (b) or (c),
meets such other requirements as are set forth in Section 409A
of the Code.
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 “ Performance-Based
Compensation ” means “performance-based
compensation” as described in Exhibit A hereto.
1.16 “ Plan Year
” means the calendar year.
1.17 “ Separation from
Service ” means, with respect to a Participant, his or
her “separation from service,” within the meaning of
Section 409A of the Code, from the Participating Employer of
the Participant. To the extent required by the definition of
“separation from service” under Section 409A of
the Code, “Separation from Service” shall mean a
Participant’s separation from service (as so defined) from
both the Company and all Affiliates.
1.18 “ Specified
Employee ” means an individual who is a “specified
employee” with respect to his or her Participating Employer
within the meaning of Section 409A of the Code.
1.19 “ 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.
2
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.
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 options (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; provided,
however, if the Bonus for the year 2008 or any subsequent Plan Year
does not qualify as Performance-Based Compensation, such election
shall be filed no later than the end of the preceding Plan Year.
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 that qualifies as Performance-Based
Compensation shall be filed by the later of June 30 of such
Plan Year or the 30 th day following the
Executive’s date of hire; and in the case of a Bonus that
does not qualify as Performance-Based Compensation, any such
election shall be filed by the 30 th day following the
Executive’s date of hire. In the case of an election
described in the preceding sentence with respect to
Performance-Based Compensation which is filed after June 30 of
the Plan Year, or an election not with respect to Performance-Based
Compensation, such election shall apply only to the portion of such
Bonus attributable to the period of time following the date of the
election.
3
3.3 Period of Deferral and Form
of Payment . A Participant electing to defer all or any portion
of a Bonus shall specify the applicable deferral period in his or
her election pursuant to Section 3.1 above. Subject to
Section 5.1 below, a Participant may elect to have payment of
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 or her Separation from
Service; or
3.3.3 The
Participant’s 65 th birthday, if the Participant
Separates from Service prior to age 65 but on or after his or her
early retirement date under his or her Participating
Employer’s tax-qualified defined benefit pension plan;
otherwise, upon the Participant’s Separation from
Service.
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. Payment of the portion of the
Deferred Bonus Account attributable to all Bonuses deferred under
Section 3.3.2 or Section 3.3.3 shall commence at the time
specified in the first election in which a deferral under either
such Section is specified.
In no event shall payment of the
Deferred Bonus Account of a Participant who is a Specified Employee
on the date of his Separation from Service, on account of
Separation from Service, commence before the date that is six
months after the date of such Separation from Service.
The Participant’s first
election pursuant to Section 3.1 above that specifies a
deferral of payment under Section 3.3.2 or Section 3.3.3
shall further specify the form of distribution of his or her
Deferred Bonus Account attributable to all Bonuses deferred under
such Sections. The Participant’s choice of forms of
distribution shall be limited to annual installments payable for
five (5) years, annual installments payable for ten
(10) years, or a single lump sum. If the Participant elects
the method set forth in Section 5.2.2 or 5.2.3, each annual
installment shall be equal to the amount determined by dividing the
balance of the Deferred Bonus Account as of the Valuation Date
immediately preceding the payment of that installment by the number
of installment payments remaining (including that
installment).
If a deferral period is not timely
specified by a Participant pursuant to this Section 3.3, the
Participant shall be deemed to have elected option 3.3.2 above. If
a form of distribution is not timely specified by a Participant
pursuant to this Section 3.3, the Participant shall be deemed
to have elected a single lump sum distribution.
4
ARTICLE IV
INVESTMENT ALTERNATIVES FOR
BONUS DEFERRALS
4.1 Deferred Bonus Account .
A Participating Employer shall establish a Deferred Bonus Account
for each Participant it employs when the Participant first makes a
Bonus Deferral election under Section 3.3.2 or
Section 3.3.3. Bonus Deferrals made under Section 3.3.2
or Section 3.3.3 shall be allocated to such Account on the
date such Bonus Deferrals would otherwise have been paid to the
Participant.
4.2 Investment Options . All
Bonus Deferrals allocated under Section 4.1 shall be deemed
invested in the available investment options in accordance with the
elections made by the Participant. A Participant may designate a
single investment option or may allocate his Bonus Deferral among
any of the available options. The available investment options
shall be as designated by the Corporation from time to time, which
may include common stock of the Corporation.
4.3 Investment Discretion . A
Participant may modify his investment directions with respect to
Bonus Deferrals allocated to his Account under the Plan in
accordance with the rules and procedures established by the
Administrator.
4.4 Balances of Deferred Bonus
Accounts . The balance of each Participant’s Deferred
Bonus Account shall include all Bonus Deferrals made by the
Participant, adjusted for income, and real
