EXHIBIT 10.8
THE PROVIDENT BANK
AMENDED AND RESTATED VOLUNTARY
BONUS DEFERRAL PLAN
The Provident Bank
(“Bank”), establishes this Amended and Restated
Voluntary Bonus Deferral Plan (“Plan”) effective
January 1, 2009, to enable eligible employees to defer some
part, or all, of any future bonus awarded to them under the
Bank’s Management Incentive Bonus Program
(“MIBP”).
1. Election to Defer . An
eligible employee may participate in this Plan by executing a form
of deferral election, a copy of which is annexed hereto as Exhibit
“A”, under which each calendar year the eligible
employee can elect irrevocably to defer the receipt of either
one-half (1/2) or all of any bonus that may be awarded to the
employee under the MIBP in the following calendar year. In no event
shall any bonus deferral be permitted with respect to any bonus
previously or concurrently awarded under the MIBP and which the
eligible employee would otherwise have the unrestricted right to
receive currently. Any election by an eligible employee to defer a
future bonus shall be made in the calendar year next preceding the
calendar year of the bonus award; provided, however , that
if the bonus award constitutes performance-based compensation for
purposes of section 409A of the Internal Revenue Code of 1986 (the
“Code”), a deferral election may be made at any time
prior to the six month period that ends on the last day of the
related performance measurement period. Subject to the provisions
of the Plan, an eligible employee’s election shall specify in
the deferral election form when and in what manner distribution
shall be made of any deferred bonus awards and shall further
designate the person or persons to receive distribution thereof in
the event of his death.
2. Period of Deferral . An
eligible employee may defer a bonus award for a period of 5 years,
10 years, or until attainment of age 60 or 65 as he may elect, but
in no event shall any amount be deferred beyond the taxable year in
which such employee attains age 65. Such election shall be made
concurrently with, and shall apply to payments attributable to
amounts deferred pursuant to, the deferral election.
Notwithstanding anything in the Plan to the contrary, an eligible
employee may, at any time prior to January 1, 2008, elect a
new time and form of payment for amounts deferred as of
December 31, 2007 and earnings thereon and, prior to
January 1, 2009, elect a new time and form of payment for
amounts deferred as of December 31, 2008 and earnings thereon;
provided, however, that the payment shall be made no earlier
than January 1, 2008 or January 1, 2009, as
applicable.
3. Investment and Adjustment of
Bonus Awards . Any award deferred pursuant to an eligible
employee’s election as aforesaid shall be invested by the
Board of Managers, in its sole discretion, in a portfolio of assets
consisting of any combination of obligations of the United States
with maturities not exceeding five years in duration. From time to
time the value of the portfolio shall be adjusted to reflect all
interest paid or accrued thereon, as well as any realized and
unrealized gains and losses. A separate account shall be maintained
in the name of each eligible employee which account shall be
credited with the amount of such employee’s deferred bonuses.
From time to time, the value of each account shall be adjusted to
reflect its proportionate share of the net increment or decrement
in the portfolio of assets established hereunder. For purposes of
making any distribution under paragraph 4 below the value of an
eligible employee’s interest in the portfolio shall be its
value (adjusted as aforesaid) as of the last day of the month next
preceding the month distribution occurs.
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4. Payment of Deferred Bonus
Awards . Except as otherwise provided in this paragraph, or in
the case of a hardship distribution described in paragraph 5 or a
“Change in Control” described in paragraph 6, the
amount of an eligible employee’s separate account (adjusted
as provided in paragraph 3) shall be distributed to the eligible
employee in a lump-sum or in annual installments after such number
of years or after attaining such age as he may elect in accordance
with paragraph 2, or, in the event of his death or Disability, in a
lump-sum to the employee or to the person or persons designated by
the eligible employee to receive such distribution. An eligible
employee who wishes to receive a distribution of his separate
account in installments may elect to receive it in either three
(3) or five (5) annual installments. If distribution is
to be made in annual installments, the amount of each installment
shall be equal to the adjusted value of the eligible
employee’s separate account determined in accordance with
paragraph 3 above multiplied by a fraction, the numerator of which
is one and the denominator of which is the number of installment
payments remaining to be made. If an eligible employee’s
service is terminated for reasons other than death or Disability
prior to his attainment of age 62, the undistributed balance of
such employee’s separate account shall be paid to him in a
single lump sum within ninety (90) days following termination
of service. The preceding two sentences shall govern
notwithstanding that such payment would be made prior to the year
it is otherwise due in full or scheduled to commence in
