CHEVIOT SAVINGS BANK
AMENDED AND RESTATED DIRECTORS DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective as of January 1, 2005)
<PAGE>
TABLE OF CONTENTS
ARTICLE I.
DEFINITIONS.........................................................1
ARTICLE II. PLAN
PARTICIPANTS..................................................2
Section 2.1
Members of Board on Effective Date........................2
Section 2.2
Members of Board after Effective Date.....................2
Section 2.3
Duration of Participation.................................2
ARTICLE III. BENEFIT
AMOUNT....................................................2
Section 3.1
Benefit Amount When Benefit Is Paid In Normal Form........2
Section 3.2
Benefit Amount When Benefit Is Paid Other Than In
Normal Form...............................................2
Section 3.3
Benefit Amount When Single Sum Payment Is Made In
Lieu of Remaining Annual Installments.....................3
Section 3.4
Actuarial Equivalence Factor..............................3
ARTICLE IV. DISTRIBUTION OF PLAN
BENEFIT.......................................3
Section 4.1
General Rules as to Payment of Benefit....................3
Section 4.2
Effect of Change in Control on Payment of Benefit.........4
Section 4.3
Effect of Death of Participant on Payment of Benefit......4
Section 4.4
Forfeit of Benefit If Participant.........................4
Section 4.5
Payment of 409A Taxes.....................................5
Section 4.6
Facility of Payment.......................................5
Section 4.7
Addresses Required To Be Kept Current.....................5
Section 4.8
Applicable Benefit Provisions.............................5
ARTICLE V. ADMINISTRATION OF
PLAN..............................................6
Section 5.1
Designation of Administrator..............................6
Section 5.2
Administrative Expenses...................................6
Section 5.3
Powers of Administrator...................................6
Section 5.4
Indemnification of Administrator..........................6
Section 5.5
Claims Procedures.........................................6
ARTICLE VI. AMENDMENT AND
TERMINATION..........................................8
Section 6.1
Amendment.................................................8
Section 6.2
Termination...............................................8
ARTICLE VII. NO FUNDING OF
BENEFITS............................................9
<page>
ARTICLE VIII.
MISCELLANEOUS....................................................9
Section 8.1
Actions of Company........................................9
Section 8.2
No
Assignment of Benefits Permitted.......................9
Section 8.3
Reemployment or Continued Employment......................9
Section 8.4
Applicable Law............................................9
Section 8.5
Plan
Year.................................................9
Section 8.6
Separability of Provisions...............................10
Section 8.7
Heading and Counterparts.................................10
Section 8.8
No
Right To Board Membership.............................10
Section 8.9
Merger or Consolidation of Company.......................10
Section 8.10
Plan
Binding on Successors...............................10
Section 8.11
Notices..................................................10
Section 8.12
Definition
of Change in Control..........................10
Section 8.13
Acceleration of Payments.................................11
<PAGE>
CHEVIOT SAVINGS BANK
AMENDED AND RESTATED DIRECTORS DEFERRED COMPENSATION PLAN
----------------------------------------------------------
(As Amended and Restated Effective as of January 1, 2005)
This
Cheviot Savings Bank Amended and Restated Directors Deferred
Compensation Plan (the
"Plan") amends and
restates the Cheviot Savings Bank
Directors Deferred
Compensation
Plan, which was
effective March 31, 2003 (the
"Prior Plan"). Cheviot Savings Bank (the "Company") has herein
restated the Plan
with the intention that the Plan shall at all times satisfy
Section 409A of
the
Internal Revenue
Code of 1986,
as amended
(the "Code") and the regulations
thereunder. The
provisions of the Plan
shall be construed to
effectuate such
intentions.
ARTICLE I.
DEFINITIONS
------------
For
purposes of the Plan,
the following terms shall have the meanings
hereinafter set forth unless the context otherwise requires:
1.1
"Administrator"
shall mean the person who is designated as the
Administrator of the Plan under the provisions of Section 5.1
below.
1.2
"Beneficiary"
shall mean, with respect to any Participant, the
person(s), trust(s),
or entity(ies) designated by the Participant, on any
writing approved
or prepared by the Administrator, to receive any benefit
payable under the Plan to the Participant's Beneficiary after the
Participant's
death. If more
than one person, tout, and/or entity is designated as the
Participant's
Beneficiary, such
writing shall also
indicate the share of
any
benefit payable under the Plan to the Participant's Beneficiary that is to be
paid to each such
person, trust,
and/or entity. If a Participant fails to
designate a
Beneficiary
in any such writing, or if for any reason such
designation is not
effective,
his or her
"Beneficiary"
shall be his or her
estate.
1.3
"Board" shall mean the Board of Directors of the Company.
1.4
"Change in Control"
shall have the meaning
described for such term in
Section 8.12 below.
1.5
"Company" shall mean
the Cheviot Savings
Bank, or any legal successor
thereto.
1.6
"Effective Amendment Date" shall mean January 1, 2005.
1.7
"Effective
Date" shall mean March
31, 2003 and refers to the original
effective date of the Plan.
1.8
"Participant"
shall mean any person
who is a participant under the
provisions of Article II below.
<page>
1.9
"Plan" shall mean the
plan set forth in this
document, which plan
is
named the Cheviot Savings Bank Amended and Restated Directors Deferred
Compensation Plan.
1.10
"Service" shall mean, with respect to any person, the aggregate total
period after the
Effective Date during which the person is a member of the
Board. If the
person has post-Effective Date periods of Board membership
interrupted by a period during which he or she is not a Board
member, then such
separate periods of
Board membership
shall be aggregated in
determining
the
person's Service.
In performing
such aggregation, the aggregation of two or
more-than-one month
periods of Board membership shall be made on the basis that
30 days constitute one month of Service.
ARTICLE II.
PLAN PARTICIPANTS
-----------------
Section 2.1
Members of Board on
Effective Date. Each person who was a
member of the Board on the Effective Date became a participant in the Plan on
the Effective Date.
Section 2.2 Members of Board after Effective Date. Each person who
was not
a member of the Board on the Effective Date but later became or
becomes a member
of the Board shall become a participant in the Plan only if he or she
completes
ten years of Service and is a member of the Board on the last day
of a Plan Year
that ends after the date on which he or she completes such ten
years of Service.
A person who meets such requirements shall become a participant in the
Plan on
the last day of the first Plan Year that ends after the date
on which he or she
completes ten years of Service and on the last day thereof he or
she is a member
of the Board.
Section 2.3
Duration of
Participation.
A person who became or
becomes a
participant under
either Section 2.1 above or Section 2.2 above shall be
referred to as a
"Participant"
under this Plan from the first date he
or she
became or becomes a
participant in the
Plan under either
Section 2.1 above or
Section 2.2 above
until the entire
benefit he or she is due under the Plan has
been paid or forfeited under the subsequent terms of the Plan.
ARTICLE III.
BENEFIT AMOUNT
--------------
Section 3.1 Benefit
Amount When Benefit Is Paid In Normal Form. If any Plan
benefit that relates to a Participant is paid under the provisions
of Article IV
below in the normal form, the amount of each annual installment
payment of such
form shall be $11,400. For purposes of the immediately preceding sentence, the
"normal form"
means, with respect to any Plan benefit that relates to a
Participant, ten
consecutive
annual payments of cash, the first annual
installment of which
is made as of the date of the Participant's commencement
date as defined below in Section 4.1(c) and each subsequent
annual installment
of which is made as of an annual anniversary of such date.
Section 3.2 Benefit
Amount When Benefit Is Paid Other Than In Normal Form.
If any Plan benefit that relates to a Participant is paid,
under the
provisions
of Article IV below, in a form of payment that is not the normal
form i.e. it is
paid in either (i) the form of a single sum cash payment made as of any date or
2
<page>
(ii) the form of ten consecutive annual cash payments the first annual
installment of which
is made as of any date other than the Participant's 70th
birthday), then the
single lump sum amount or the amount of each annual
installment payment,
as the case may be, of such form of payment shall be equal
to the amount that (as
of the date as of which the single sum payment or the
first annual
installment, as the
case may be, is made) makes the Participant's
Plan benefit payable in such form of payment actuarially
equivalent to the
then
present value of the normal form of the Participant's Plan
benefit.
Section 3.3
Benefit Amount When Single Sum Payment Is Made In Lieu of
Remaining Annual Installments. If a Participant's Plan benefit is
being paid in
any form that makes annual installment payments but, under the provisions of
Article IV below, such
annual installments
are stopped and a
final single sum
cash payment made in lieu of continuing the installment payments,
then the final
single sum amount
shall be equal to the amount that (as of the date as of which
such single sum
payment is made)
makes such
single sum
payment actuarially
equivalent to the
then present value of the remaining annual installment
payments that had not been paid.
Section 3.4 Actuarial Equivalence Factor. For all purposes of the
Plan, the
actuarial equivalence
of any payment form of a Participant's Plan benefit other
than the normal form to the present value of the normal form of the
Participant's Plan
benefit, or to the
present value of a
remaining stream
of
installment payments
under an annual installment payment form, shall be
determined on the sole
basis of an interest
rate assumption
of 7% per annum,
compounded annually.
No mortality
assumption
or other factor (other
than the
interest rate assumption set forth in the immediately preceding sentence) shall
be used in determining such actuarial equivalence.
ARTICLE IV.
DISTRIBUTION OF PLAN BENEFIT
-----------------------------
Section 4.1 General Rules as to Payment of Benefit. Except as is otherwise
provided in the
subsequent provisions
of this Article IV, a Participant shall
receive a benefit under the Plan. The following provisions of this Section 4.1
describe the form in which a Participant's benefit under the Plan will be
paid
and the date as of which the benefit will begin to be paid or be paid in
its
entirety.
(a)
Except as is
provided in paragraph (b) of this Section 4.1, the
Participant's benefit
under the Plan
shall be paid in the
form of ten annual
installment payments of cash. The first such annual installment
payment shall be
made on the Participant's commencement date (as defined in
paragraph (c) of this
Section 4.1), and each subsequent annual installment payment shall
be made as of
an annual anniversary
of such commencement date. The amount of each annual
installment payment
shall be determined under the provisions of Article III
above.
(b)
All initial
elections previously made under the Prior Plan shall
continue under this Plan unless altered pursuant to the terms of this
Plan. Any
director who
becomes a Participant following the Effective Date shall be
eligible to
participate in the
Plan immediately
upon becoming a
Participant,
provided, however
in the first
year of such
Participant's
eligibility,
the
Participant may, within the first 30 days after joining the Plan,
elect the time
and manner of payment of his or her benefit by delivering to the
Administrator a
"Distribution Election
Form for New
Participants," in the form attached hereto
3
<page>
as Exhibit
A. The benefit may be paid in the form of a
single cash lump
sum
distribution, within
30 days following the Participant's commencement date (as
defined below in
paragraph (c) of this Section 4.1). In the event that such
election is not
made, the Participant shall be paid his or her
benefit in
accordance with
Section 4.1(a). Notwithstanding the foregoing, current
Participants, shall
have the right to
elect to change the
time and manner of
payment of his or her benefit by delivering to the Administrator a "Transition
Year Election Form for
Current Participants,"
in the form attached
hereto as
Exhibit B, provided
that such election is made by no later than
December 31,
2008.
(c)
For all purposes of this Section 4.1, the Participant's "commencement
date" shall be the later of:
(1) the Participant's 65th birthday; or
(2) the earlier of (i) the date on which the Participant
ceases to be
a
member of the Board or (ii) the Participant's 70th birthday.
Notwithstanding
anything herein
to the contrary, the Participant's
cessation from the Board shall be construed to require a Separation
from Service
as defined in Code Section 409A. For these purposes, a Participant shall not be
deemed to have a Separation from Service if the Participant
serves on the
Board
of the Company or any
member of a controlled
group of corporations with the
Company within the meaning of Treasury Regulation
ss.1.409A-1(a)(3).
Section 4.2
Effect of Change in Control on Payment of Benefit.
Notwithstanding the foregoing provisions of this Article IV but
still subject to
the subsequent
provisions
of this Article IV, if a Change in Control
occurs
after a Plan benefit
begins to be paid to a Participant in the form of ten
annual installment payments pursuant to the foregoing provisions of
this Article
IV or before any part of a Plan benefit has been paid to him or her
at all, then
any such installment
payments shall cease) and, instead of any other Plan
benefit payment
described in the
foregoing provisions of this Article IV, a
single lump sum cash
payment shall be made
to the Participant
within 30 days
following the effective date of the Change in Control. The amount
of such single
sum payment shall be determined under the provisions of Article III
above.
Section 4.3
Effect of Death of Participant on Payment of Benefit.
Notwithstanding the foregoing provisions of this Article IV but
still subject to
the subsequent provisions of this Article IV, if a Participant dies
after a Plan
benefit begins to be
paid to him or her in the form of ten annual installment
payments pursuant to
the foregoing
provisions of this Article IV or before any
part of a Plan
benefit has been paid to him or her at all,
then any such
installment payments shall cease) and, instead of any other Plan
benefit payment
described in the
foregoing provisions of this Article IV, a single sum cash
payment shall be made to the Participant's Beneficiary within 30 days
following
the date of the Participant's death. The amount of such single sum
payment shall
be determined under the provisions of Article III above.
Section 4.4
Forfeit of
Benefit If Participant Violates Standards of
Conduct.
Notwithstanding any
other provision of this Plan (including the
forgoing provisions of
this Article IV and the provisions of Article III above)
4
<page>
to the contrary,
a Participant shall forfeit any right that he or she may
otherwise have to a
benefit under the Plan and any right to the future payment
of a Plan benefit (or, if a Plan benefit has begun to be paid to
the Participant
in the form
of ten annual installment payments, any right to any annual
installments that
have not yet been
paid) if and when he
or she (i) acts in a
personally dishonest
manner when
performing
any of his or her
duties for the
Company, (ii) engages
in willful misconduct
in the performance of such duties,
(iii) breaches
his or her duties
for the Company in order to try to obtain
a
personal profit, (iv)
intentionally fails or
refuses to perform the duties and
responsibilities of
his or h
