EXHIBIT 10.2
UNITED BANCORP,
INC.
SENIOR MANAGEMENT BONUS DEFERRAL STOCK PLAN
(As amended through February 26, 2009)
1 -- PURPOSE
1.1 Deferred
Compensation . The purpose of this Senior Management Bonus
Deferral Stock Plan is to provide Eligible Employees with a means
of deferring payment of certain bonuses payable to them in the
future as a result of serving as an employee of the Company and/or
an Affiliated Entity, while at the same time expressing their
commitment to the Company by subjecting such deferred payments to
the stock market performance of the common stock of the
Company.
1.2 Unfunded
Plan. The Plan is intended to be an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees as
described in Sections 201(a)(2), 301(a)(3) and 401(a)(1) of
ERISA.
2 -- DEFINITIONS
As used in the Plan, the
following terms have the following respective meanings:
"Affiliated Entity" 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.
"Board" means the Board of
Directors of the Company.
"Bonus" means, for any given
calendar year, the entire amount payable in cash to an Eligible
Employee in such year pursuant to the Senior Management Cash Bonus
Plan or, if less, the amount payable to the employee pursuant to
such plan which equals the Deferral Limit applicable for such
calendar year.
"Code" means the Internal
Revenue Code of 1986, as amended from time to time.
"Committee" has the meaning
given in Section 3 hereof.
"Company" means United
Bancorp, Inc., a Michigan corporation, and any successor
thereof.
"Deferral Limit" means, for
any given calendar year, the maximum amount which any person
eligible to participate in the Director Plan during the immediately
preceding calendar year could elect to defer under that plan for
such preceding year.
"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.
"Director Plan" means the
Director Retainer Stock Plan, as submitted for approval by the
shareholders of the Company at its 1996 annual meeting and
(provided such approval is obtained) as it thereafter may be
amended from time to time.
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"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 Employee" means,
for any relevant time, each employee of the Company or an
Affiliated Entity who at that time is eligible to participate in
the Senior Management Cash Bonus Plan.
"ERISA" means the Employment
Retirement Income Security Act of 1974, as amended from time to
time.
"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 national securities exchanges (including for this purpose the
NASDAQ "National Market"), the average of the high and low sale
prices 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 NASDAQ, 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.
"Participant" means an
individual who, while an Eligible Employee, 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 Senior
Management Bonus Deferral Stock Plan.
"Reserve Account" has the
meaning given in Section 6.1 hereof.
"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.
"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 Participant
in lieu of shares of such stock pursuant to an adjustment made
under Section 9 hereof.
"Senior Management Cash Bonus Plan" means the United Bancorp, Inc.
"Cash Incentive Plan-Tier # 1" and "Management Committee Incentive
Compensation Plan", as in effect at a relevant time or such
successor cash bonus plan of the Company as is then in effect at a
relevant
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time or such successor cash
bonus plan of the Company as is then in effect for senior
management employees of the Company and/or the Affiliated
Entities.
"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.
3 -- ADMINISTRATION
The Plan shall be
administered by a committee of the Board (the "Committee")
consisting of all Directors of the Company other than any who are
Eligible Employees. To the extent consistent with the terms of the
Plan, Committee shall have the power to interpret, any Plan
provision, to prescribe, amend, and rescind rules and regulations
relating to the Plan, to appoint such agents to assist in the
administration of the Plan as the Committee deems appropriate, and
to make all other determinations that it deems necessary or
advisable to administer the Plan. The Committee's interpretation
and construction of the Plan and all other Committee decisions
concerning the Plan or the rights of any Participant or other
person thereunder shall be binding and conclusive for all purposes
upon all interested parties, subject only to the procedures and
limited review permitted under Sections 11.1 through 11.4 of the
Plan.
4 -- SHARES SUBJECT TO THE PLAN
Subject to adjustment as
provided in Section 9 hereof, no more than 5,000 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 the future may be issued under the Plan.
5 -- ELECTION PROCEDURES
5.1 Initial
Elections. After the Plan becomes effective, an Eligible
Employee may elect to defer payment of all or a portion of his or
her future Bonuses 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 Eligible Employee's Bonuses 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 Employee no later than 30 days after the Plan becomes
effective (or, for an individual who later becomes an Eligible
Employee, no later than 30 days after he or she first became
eligible), the employee's election shall be given effect commencing
with any Bonus payable to the employee in the next calendar year,
unless a later calendar year is specified in the Participation
Election. If a Participation Election is executed and delivered by
an Eligible Employee after the 30 day period applicable to such
employee, the election shall be given effect commencing with the
second calendar year following the calendar year in which the
Participation Election is delivered or, if later, the year
specified therein.
For any calendar year occurring
after 2004, an Eligible Employee may elect in writing to defer
payment of all or a portion of his or her future Bonuses by
executing and delivering to the Secretary of the Company (or such
other officer of the Company as the Committee hereafter may
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designate) a written election
to participate in the Plan (a "Participation Election"),
identifying (as a multiple of 10%) the percentage of the Eligible
Employee's Bonuses elected to be deferred and otherwise in such
form as the Committee shall have approved provided such election is
made prior to the following dates:
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(a)
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June 30, 2005, with respect to Bonuses declared in the 2005
calendar year; and,
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(b)
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Prior to the commencement of the calendar year in which such
Bonuses are declared, with respect to Bonuses declared in the 2006
calendar year and thereafter.
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Notwithstanding the above, in the year in which an employee
first becomes eligible to participate in this Plan, the Eligible
Employee may make a deferral election, with respect to future
compensation only. The election must be made within 30 days after
initial eligibility.
A cash payment of a Bonus which is not deferred hereunder shall
be made as soon as practicable after the close of the fiscal year
to which the Bonus relates.
A Participant may terminate an election to defer an immediate
cash payment or may terminate participation in the Plan during all
or part of the calendar year 2005.
5.2 Changes in
Elections . An Eligible Employee who has become a Participant
by complying with the procedures set forth above thereafter may
increase or decrease the percentage of his or her Bonuses to be
deferred or may terminate future deferrals by executing and
delivering to the Secretary or other designated officer another
Participation Election reflecting such increase, decrease, or
termination. However, the change reflected in such other
Participation Election shall only become effective commencing with
the second calendar year following the calendar year in which the
Participation Election is delivered or, if later, the year
specified therein.
6 -- RESERVE ACCOUNTS
6.1
Establishment of Accounts . For each Participant, the
Company shall establish and maintain a bookkeeping account (a
"Reserve Account") in which all units allocable to the Participant
due to his or her participation in the Plan shall be credited.
6.2 Credits to
Accounts for Deferred Bonuses . Whenever a Bonus is payable to
a Participant, the cash amount otherwise payable shall be reduced
by the percentage of such amount which the Participant has elected
to defer pursuant to his or her Participation Election then in
effect (up to the applicable Deferral Limit), and there shall be
credited to the Participant's Reserve Account a number (to four
decimal places) of units that is equal to the amount by which the
Participant's cash payment has been reduced, divided by the Market
Price as of the date the cash payment is payable.
6.3 Credits
for Cash Dividends or Distributions . On the payment date for
any
