EXHIBIT 10.1
UNITED BANCORP,
INC.
AMENDED AND RESTATED
DIRECTOR RETAINER STOCK PLAN
JANUARY 22, 2007
(As amended through February 26, 2009)
1 -- PURPOSE
The purpose of this Director
Retainer Stock Plan is to provide Eligible Directors with a means
of deferring payment of retainers and board meeting fees payable to
them in the future as a result of serving as a director of the
Company and/or its subsidiary Banks, while at the same time
expressing their commitment to the Company by subjecting such
deferred retainers and fees to the stock market performance of the
common stock of the Company.
2 -- DEFINITIONS
As used in the Plan, the
following terms have the following respective meanings:
"Bank" means a subsidiary
bank of the Company.
"Board" means the Board of
Directors of the Company.
"Committee" has the meaning
given in Section 3 hereof.
"Company" means United
Bancorp, Inc., a Michigan corporation, and any successor
thereof.
"Determination Date" means,
for each Participating Director, the earliest date on which, due to
death, Disability or Separation of Service, such Participating
Director is neither an employee of the Company nor an employee of
any Affiliated Entity.
"Disability" means, the
employee is unable to perform any substantially gainful activity by
reason of any medically determinable mental impairment that is
expected to last for more than twelve (12) months or result in
death.
"Eligible Director" means,
for any relevant time, each individual who at that time is a
Director of the Company and/or the Bank and is not also an employee
of the Company or any subsidiary of the Company.
"Exchange" means national
securities exchanges, including for this purpose the Nasdaq
National Market" or the OTC Bulletin Board, if applicable.
"Key Employee" means, an
employee has met the requirements of Code §§
414(i)(1)(A)(i), 414(i)(1)(A)(ii) or 414(i)(1)(A)(iii), but
disregarding Code § 416(i)(5) at any time during the twelve
(12) month period ending on December 31st of each calendar
year.
"Market Price" means, for any given date: (i) if the Shares are
then listed for trading on one or more Exchanges, the closing price
for a Share on the principal such Exchange on the date in question
(or, if no Shares traded on such Exchange on such date, the next
preceding date on which such trading occurred); (ii) if (i) is
inapplicable but bid and asked prices for Shares are quoted through
such Exchange, the average of the highest bid and lowest asked
prices so quoted for a Share on the date in question (or, if no
prices for Shares were quoted on that date, the next preceding date
on which they were quoted); (iii) if (i) and (ii) are inapplicable
but bid and asked prices for Shares are otherwise quoted by
one or more broker-dealers
known to the Company to be making a market in the Shares, the
average of the highest bid and lowest asked prices so quoted on the
date in question (or, if no prices were quoted on that date, the
next preceding date on which they were quoted); and (iv) if all of
the foregoing are inapplicable, the fair market value of a Share on
the date in question as determined in good faith by the
Committee.
"Nasdaq" means the National
Association of Securities Dealers, Inc. Automated Quotation
System.
"Participating Director"
means an individual who, while an Eligible Director, has elected to
participate in the Plan as contemplated by Section 5.1 hereof.
"Participation Election" has
the meaning given in Section 5.1 hereof.
"Plan" means this Director
Retainer Stock Plan.
"Related Employer" means, an
employer and any corporation which is a member of a controlled
group of corporations (as defined in Code § 414(b)), any trade
or business (whether or not incorporated) which is under common
control (as defined in Code § 414(c)) or an affiliated service
group (as defined in Code §§ 414(m) and 414(o))
hereinafter referred to as the "Related Group." Only a member of
the Related Group who has adopted this Agreement may contribute to
it and only employees of an adopting member of the Related Group
may become eligible to participate and receive benefits under the
Agreement.
"Reserve Account" has the
meaning given in Section 6.1 hereof.
"Retainer" means the entire
amount payable to a Participating Director for serving as a
director of the Company and/or the Bank during a given period,
including amounts payable for attendance during such period at
meetings of the Board or of the board of directors of the Bank, but
excluding any amounts payable for serving on or as chair of any
committee of either board and excluding any amounts payable for
reimbursement of expenses.
"Rule 16b-3" means Securities
and Exchange Commission Rule 16b-3 (or any successor rule or
regulation), as in effect and applicable to the Company at a given
time.
"Separation from Service"
shall have the same meaning given to that term under Treas. Reg.
§ 1.409A-1(h) and shall be determined in the same
manner.
"Specified Employee" means,
an employee, as of the date of Separation from Service, is treated
as a Key Employee and is employed by a Related Employer whose stock
is publicly traded on an established securities market.
"Shares" means shares of the
no par value common stock of the Company, or such other securities
or other property as hereafter may become issuable to a
Participating Director in lieu of shares of such stock pursuant to
an adjustment made under Section 9 hereof.
3 -- ADMINISTRATION
The Plan shall be administered
by a committee of the Board (the "Committee") consisting of the
Chief Executive Officer of the Company (or, if the Chief Executive
Officer is a not a member of the Board at a given time, consisting
of all members of the
2
Board who are not Eligible
Directors). To the extent consistent with the terms of the Plan,
the Committee shall have the power to interpret any Plan provision,
to prescribe, amend, and rescind rules and regulations relating to
the Plan, and to make all other determinations that it deems
necessary or advisable to administer the Plan. The Committee may
appoint such agents to assist in administration of the Plan, other
than Eligible Directors, as the Committee deems appropriate.
4 -- SHARES SUBJECT TO THE PLAN
Subject to adjustment as
provided in Section 9 hereof, no more than 75,000 Shares in the
aggregate may be issued pursuant to the Plan. There shall at all
times be reserved for issuance under the Plan from the authorized
and unissued Shares a number of Shares equal to the maximum number
that in future may be issued under the Plan.
5 -- ELECTION PROCEDURES
5.1 Initial
Elections. After the Plan becomes effective, an Eligible
Director may elect to defer payment of all or a portion of his or
her future Retainer by executing and delivering to the Secretary of
the Company (or such other officer of the Company as the Committee
hereafter may designate) a written election to participate in the
Plan (a "Participation Election"), identifying (as a multiple of
10%) the percentage of the director's Retainer elected to be
deferred and otherwise in such form as the Committee shall have
approved. If a Participation Election is executed and delivered by
an Eligible Director no later than 30 days after the Plan becomes
effective (or, for an individual who later becomes an Eligible
Director, no later than 30 days after he or she became eligible),
the director's election shall be given effect commencing as of the
next calendar quarter after delivery of the Participation Election
or, if later, the date specified in the Participation Election. If
a Participation Election is executed and delivered by an Eligible
Director after the 30 day period applicable to such director, the
director's election shall be given effect commencing as of the next
calendar year after delivery of the Participation Election or, if
later, the date specified therein.
5.2 Changes in
Elections. An Eligible Director who has become a Participating
Director by complying with the pr
