Exhibit 10.11
AMENDED AND
RESTATED
OCEAN CITY HOME
BANK
DIRECTORS’ DEFERRED
COMPENSATION PLAN
ARTICLE I
PURPOSE
The purpose of the Ocean City Home
Bank Directors’ Deferred Compensation Plan (hereinafter
referred to as the “Plan”) is to provide funds at
termination of service for Directors (and their beneficiaries) of
Ocean City Home Bank. It is intended that the Plan will aid in
retaining and attracting Directors of exceptional ability. This
Plan has been amended and restated in its entirety to conform with
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and the regulations promulgated
thereunder.
ARTICLE II
DEFINITIONS
For the purpose of this Plan, the
following words and phrases shall have the meanings indicated,
unless the context clearly indicates otherwise:
“Bank”
means Ocean City Home Bank, Ocean
City, New Jersey.
“Beneficiary”
means the person, persons or entity
designated by the Participant, or as provided in Article VII, to
receive any benefits payable under the Plan.
“Board”
means the Board of Directors of the
Bank.
“Declared
Rate” means with
respect to any calendar month two (2) percentage points over
the prime rate as published in the Wall Street Journal . The
Board shall establish the Declared Rate effective as of
January 1 of each Plan Year. Such Declared Rate, once
established, shall be used for all interest determinations during
such Plan Year.
“Deferral
Benefit” means the
benefit payable to a Participant or his Beneficiary on his death or
termination of service as a Director.
“Deferred Benefit
Account” means the
account maintained on the books of the Bank for each Participant
pursuant to Article V. A Participant’s Deferred Benefit
Account shall be utilized solely as a device for the measurement
and determination of the amounts to be paid to the Participant
pursuant to this Plan. A Participant’s Deferred Benefit
Account shall not constitute or be treated as a trust fund of any
kind.
“Designation of Form for
Payment” means the
agreement filed by a Participant designating the manner in which
the Participant’s Deferred Benefit Account balance shall be
paid to the Participant or his beneficiary.
“Determination
Date” means the
date on which the amount of a Participant’s Deferred Benefit
Account is determined as provided in Article V hereof. The last day
of each calendar month shall be the Determination Date.
“Director”
means an active member of the Board
of Directors of the Bank.
“Fee”
or “Fees” means
any cash compensation paid to a Director for his services as a
Director.
“Participant”
means a Director designated as a
Participant in Appendix A to the Plan.
“Participation
Agreement” means
the agreement filed by a Participant prior to the beginning of the
first period for which the Participant’s Fees are to be
deferred pursuant to the Plan and the Participation
Agreement.
“Plan
Year” means a
twelve month period commencing January 1st and ending the
following December 31st.
“Scheduled In-Service
Withdrawal” means a
distribution of all or a portion of the deferrals credited to a
Participant’s Deferred Benefit Account in the Plan Year
elected by a Participant for such distribution.
“Separation from
Service” means a
Participant’s separation from service with the Bank, within
the meaning of Section 409A of the Code.
“Specified
Employee” means, as
of a given date, a “specified employee” as of such date
for purposes of Section 409A of the Code.
ARTICLE III
PARTICIPATION
3.1 PARTICIPATION
. Except as otherwise
provided in Article X, participation in the Plan shall be limited
to Directors who are designated Participants on Appendix A. A
Participant’s Participation Agreement must be filed prior to
the December 15th immediately preceding the Plan Year in which
the Participant’s participation under the agreement will
commence, and the election to participate shall be effective on the
first day of the Plan Year following receipt by the Bank of a
properly completed and executed Participation Agreement (including
the Designation of Form of Payment). In the event that an
individual first becomes eligible to participate during the course
of a Plan Year or in connection with the first Plan Year, a
Participation Agreement must be filed no later than 30 days
following notification of the individual by the Board of
eligibility to participate or the Plan effective date, and such
Participation Agreement shall be effective only with regard to Fees
earned or payable following the filing of the Participation
Agreement with the Board.
3.2 AMOUNT OF DEFERRAL
. A Participant may elect
in any Participation Agreement to defer all, or any percentage (in
increments of five (5%) percent), of his Fees. A
Participant’s election to defer his Fees shall be irrevocable
for the applicable Plan Year upon the filing of the respective
Participation Agreement; provided, however, that the deferral of
Fees under any Participation Agreement may be suspended or amended
as provided in Sections 10.1 or 10.2. Any change to a
Participant’s deferral election must be made at least 12
months prior to the effective date of the election.
ARTICLE IV
DEFERRED FEES
4.1 ELECTIVE DEFERRED FEES
. The amount of Fees that
a Participant elects to defer under this Plan shall be credited by
the Bank to the Participant’s Deferred Benefit Account as the
Participant’s Fees are payable.
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4.2 VESTING OF DEFERRED
BENEFIT ACCOUNT . A
Participant shall be 100% vested in the Deferred Benefit Account at
all times.
ARTICLE V
DEFERRED BENEFIT
ACCOUNT
5.1 DETERMINATION OF
ACCOUNT . Each
Participant’s Deferred Benefit Account as of each
Determination Date shall consist of the balance of the
Participant’s Deferred Benefit Account as of the immediately
preceding Determination Date plus the Participant’s elective
deferred Fees withheld since the immediately preceding
Determination Date pursuant to Section 4.1. The Deferred
Benefit Account of each Participant shall be reduced by the amount
of all distributions, if any, made from such Deferred Benefit
Account since the preceding Determination Date.
5.2 CREDITING OF ACCOUNT
. As of each
Determination Date, the Participant’s Deferred Benefit
Account shall be increased by the amount of interest earned since
the preceding Determination Date. Interest shall be based upon the
applicable Declared Rate. Interest shall be based upon the average
daily balance of the Participant’s Deferred Benefit Account
since the last preceding Determination Date, but after the Deferred
Benefit Account has been adjusted for any contributions or
distributions to be credited or deducted for such day.
5.3 STATEMENT OF ACCOUNTS
. The Board shall submit
to each Participant, within 120 days after the close of each Plan
Year, a statement in such form as the Board deems desirable,
setting forth the balance to the credit of such Participant in his
Deferred Benefit Account as of the last day of the preceding Plan
Year.
ARTICLE VI
BENEFITS
6.1 SEPARATION FROM
SERVICE . Upon
Separation from Service, the Bank shall pay to the Participant a
Deferral Benefit equal to the amount of his Deferred Benefit
Account.
6.2 FORM OF BENEFIT
PAYMENT .
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a)
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Upon the
occurrence of an event described in Section 6.1, the Bank
shall pay the Participant’s Deferred Benefit Account in the
form of (i) a lump sum or (ii) an annual payment of a
fixed amount which shall amortize the Deferred Benefit Account
balance in equal installments of principal and interest over a
period of five (5), ten (10) or fifteen (15) years as
designated by the Participant on his or her Participation
Agreement. For purposes of determining the amount of the annual
payment, the rate of interest shall be the average of the Declared
Rate credited to the Participant’s Deferred Benefit Account
for the three (3) years preceding the initial payment (or such
lesser number of years in which the Participant participated in the
Plan).
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b)
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Subject to
Section 6.2(c) of this Plan, a Participant may change his or
her election as to timing and form of benefit payment by submitting
a new Participation Agreement and Designation of Form of Payment
Election Form to the Bank, provided that any such revised
Participation Agreement Designation of Form of Payment Election
Form is submitted at least twelve (12) months prior to the
date on which the distribution is to be made (or commence) and
delays the distribution (or commencement of the distribution) date
at least five (5) full calendar years from the previously
scheduled date.
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6.3 COMMENCEMENT OF
PAYMENTS .
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a)
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Subject to
Section 11.12 of this Plan, payments due under
Section 6.1 of this Plan shall commence not later than ninety
(90) days following the Participant’s Separation from
Service and continue in accordance with the Participant’s
election under Section 6.2 of this Plan.
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b)
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All installment
payments made pursuant to this Section 6.3 shall be payable
annually beginning with a single payment on the date specified in
Section 6.3(a) and continuing each anniversary of such date
until fully paid in accordance with the Participant’s
election.
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c)
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Notwithstanding
anything in this Plan to the contrary, no change submitted on a
revised Participation Agreement and Designation of Form of Payment
Election Form shall be accepted by the Bank if the change
accelerates the time over which distributions will be made to the
Participant (except as otherwise permitted by Section 409A of
the Code) and the Bank shall deny any change made to a revised
Participation Agreement and Designation of Form of Payment Election
Form if the Bank determines it violates Section 409A of the
Code. Notwithstanding the preceding, the Bank, in its discretion,
may accelerate distributions under the Plan to the extent permitted
under Section 409A of the Code and the related transition
relief issued by the Internal Revenue Service.
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ARTICLE VII
BENEFICIARY
DESIGNATION
7.1 BENEFICIARY
DESIGNATION . Each
Participant shall have the right, at any time, to designate any
person or persons as his Beneficiary or Beneficiaries (both
principal as well as contingent) to wham payment under this Plan
shall be paid in the event of his death prior to complete
distribution to Participant of the benefits due him under the Plan.
Any Participant Beneficiary Designation shall be made in a written
instrument filed with the Board and shall be effective only when
received in writing by the Board.
7.2 AMENDMENTS
. Any Beneficiary
designation may be changed by a Participant by the written filing
of such change on a form prescribed by the Board. The filing of a
new Beneficiary designation form will cancel all Beneficiary
designations previously filed.
7.3 NO PARTICIPANT
DESIGNATION . If a
Participant fails to designate a Beneficiary as provided above, or
if all designated Beneficiaries predecease the Participant, then
Participant’s designated Beneficiary shall be deemed to be
the person or persons surviving him in the first of the following
classes in which there is a survivor, share and share
alike:
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b)
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The
Participant’s children, except that if any of the children
predecease the Participant but leave issue surviving, then such
issue shall take by right of representation the share their parent
would
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