Exhibit 10.4
Exhibit D
Restated
2005 Sub-Plan
Applicable to Compensation
Deferred or
Amounts Credited Under the
Plan
After December 31,
2004
Versailles Savings &
Loan Company
Deferred Compensation
Plan
WHEREAS, Versailles
Savings & Loan Company (“Company”) established
the Versailles Savings & Loan Company Deferred
Compensation Plan (“Plan”) effective December 16,
1998;
WHEREAS, new requirements were
imposed on deferred compensation arrangements as a result of the
enactment of Section 409A of the Internal Revenue
Code;
WHEREAS, effective January 1,
2005, to comply with the requirements of Section 409A of the
Internal Revenue Code, Company created the 2005 Sub-Plan Applicable
to Compensation Deferred or Amounts Credited Under the Plan After
December 31, 2004 (“Sub-Plan”); and
WHEREAS, Company has learned that
further revisions to the Sub-Plan are required for it to comply
with Section 409A of the Internal Revenue Code;
NOW, THEREFORE, Company hereby
restates the Sub-Plan in its entirety as set forth below. The
effective date of this restatement is January 1,
2005.
PURPOSE AND
SCOPE
This sub-plan (the
“Sub-Plan”) hereby incorporates the terms of the
Versailles Savings & Loan Company Deferred Compensation
Plan (the “Plan”) by reference, subject to the limited
modifications set forth below. Terms within the Sub-Plan that begin
with initial capital letters shall have the particular defined
meaning set forth herein or in the Plan, unless the context clearly
indicates otherwise. This Sub-Plan shall apply to compensation that
is deferred pursuant to the terms below and to contributions that
the Company makes to Accounts pursuant to Section 2.2 of the
Plan on or after January 1, 2005. No provision of this
Sub-Plan shall apply to (i) compensation that was deferred or
amounts that were credited under the Plan on or before
December 31, 2004, or (ii) earnings attributable to such
amounts, whether before or after January 1, 2005. References
within the Plan to Accounts shall not apply to amounts deferred or
credited under this Sub-Plan after December 31, 2004, and
references herein to Accounts shall not apply to Accounts under the
Plan. This Sub-Plan is intended to comply with the requirements of
Section 409A of the Internal Revenue Code, and it shall be
administered and interpreted accordingly.
ARTICLE I
Definitions
The following words and phrases,
when used in the Plan with an initial capital letter, shall have
the meanings set forth below unless the context clearly indicates
otherwise.
1.13 “Deferral Election
Form” shall mean the form attached hereto as Sub-Plan
Exhibit 1.
1.15 “Distribution Election
Form” shall mean the form attached hereto as Sub-Plan
Exhibit 2.
1.18 “ Investment Election
Form” shall mean the form attached hereto as Sub-Plan
Exhibit 3.
1.28 “Hardship”
of a Participant, shall mean an unforeseeable emergency that is
caused by an event beyond the control of the Participant that would
result in severe financial hardship resulting from any one or more
of the following:
(a) a sudden and unexpected illness
or accident of the Participant, the Participant’s spouse, or
a dependent (as defined in Code Section 152(a)) of the
Participant;
(b) a loss of the
Participant’s property due to casualty; or
(c) other such extraordinary and
unforeseeable circumstances arising as a result of events beyond
the Participant’s control.
Examples of purposes that are not
considered to be a Hardship include post-secondary school expenses
or the desire to purchase a residence. Whether a Participant has
incurred a Hardship shall be determined by the Committee in its
discretion on the basis of all relevant facts and circumstances and
in accordance with nondiscriminatory and objective standards,
uniformly interpreted and consistently applied.
ARTICLE II
Credits to Accounts: Life
Insurance
2.3 Deferrals. Each
Participant may elect, on the Deferral Election Form, to make
Deferrals by directing that his or her fees, salary, bonuses, or
other cash compensation be reduced on a pre-tax basis. Participants
may elect to defer up to 25% of their salary and up to 100% of any
board fees or cash bonuses. Such elections shall be effective on
the January 1 following their Acceptance. Participants may
modify or terminate their deferral elections by written notice to
the Committee. However, any such modification or termination shall
not be effective until the following January 1, except that a
deferral election may be terminated immediately upon the occurrence
of an unforeseen hardship (as defined in Article 1.28) or upon the
occurrence of a hardship distribution under a 401(k) plan sponsored
by the Company.
Notwithstanding the foregoing, a
Participant who first becomes eligible for the Plan during a Plan
Year may, to the extent permitted under Section 409A of the
Code and the regulations thereunder, complete and deliver to the
Committee his or her Deferral Election Form within 30 days of
becoming eligible for participation in the Plan, in which event the
Deferral Election Form shall apply only to compensation that would
otherwise be payable for services performed after such deferral
election is made.
As soon as practicable after the end
of each pay period, the Company shall credit each
Participant’s Account with any Deferrals that occurred during
the pay period.
ARTICLE III
Vesting: Distributions from
Accounts
3.2 Hardship Distributions from
Accounts . In the event a Participant suffers a Hardship, the
Participant may apply to the Committee for an immediate
distribution of all or a portion of the Participant’s
Account. The amount of any distribution hereunder shall be limited
to the amount necessary to relieve the Participant’s
Hardship, plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution, after taking into
account the extent to which the Hardship is or may be relieved
through reimbursement or compensation by insurance or otherwise, by
liquidation of the Participant’s assets (to the extent the
liquidation of such assets would not itself cause severe financial
hardship), or by cessation of the Participant’s deferrals
under the Plan. The Committee shall determine whether a Participant
has a qualifying Hardship and the amount which qualifies for
distribution, if any. The Committee may require evidence of the
purpose and amount of the need, and may establish such application
or other procedures as it deems appropriate. If the Committee
approves a withdrawal, the Company shall pay the approved amount to
the Participant as soon as practicable, and shall treat said amount
as a pro-rata reduction from each measure of investment return then
in effect under Section 2.4 of the Plan.
3.3 Post-Termination
Distributions. The Company shall pay a Participant’s
Account in the medium selected by the Participant on the
Distribution Election Form, in substantially equal annual payments
over a period of four years (five payments), commencing during the
first January that commences after the Participant’s
separation from service (as defined under Section 409A of the
Code and the regulations thereunder) for any reason other than Just
Cause or death, provided that a Participant may elect on the
Distribution Election Form to have his or her Account paid in a
lump sum distribution or in annual payments over a period not
exceeding nine years (ten payments). All payments will be made
during the month of January.
3.4 Distribution Elections .
In order to be effective, Acceptance of a Participant’s
Distribution Election Form must occur at the time a Participant
elects to defer compensation on a Deferral Election Form pursuant
to Section 2.3 of the Plan. Such elections shall apply to the
portion of the Participant’s Account that is attributable to
Deferrals, and to any Company contributions pursuant to
Section 2.2 of the Plan, made while such Deferral Election
Form is in effect.
3.5 Death Benefits. If a
Participant dies before receiving all Benefits payable pursuant to
Section 3.3, then the remaining vested balance of the
Participant’s Account shall be distributed in a lump sum to
the Participant’s Beneficiary within 60 days of the
Participant’s death, provided that a Participant may elect on
the Distribution Election Form the distribution period elected by
the Participant pursuant to Section 3.3 hereof.
3.6 Change in Control. In the
event of a Change in Control, the Company and the Participant have
the right, but only to the extent permitted under Section 409A
of the Code and the regulations thereunder, to mutually agree to
limit payments that they might consider excess “golden
parachute payments” as defined under Sections 280G and 4999
of the Code.
ARTICLE X
Amendment and
Termination
The Board may amend or terminate the
Plan at any time, provided that no such amendment or termination
shall, without the written consent of an affected Participant,
alter or impair either the vested balance credited to the
Participant’s Account or any rights that the Participant has
accrued under the Plan. The Company shall not accelerate payment of
Participant Accounts as a result of the termination of the Plan,
except to the extent desired by the Company and permitted under
Section 409A of the Code and the regulations
thereunder.
ARTICLE XIV
Disputes: Legal
Fees
14.2 Reimbursement of Legal
Fees. In the event that any dispute arises between the
Participant and the Company as to the terms or interpretation of
this Plan, whether instituted by formal legal proceedings or
otherwise, including any action that the Participant takes to
enforce the terms of this Plan or to defend against any action
taken by the Company or an Affiliate, the Participant shall be
reimbursed for all costs and expenses, including reasonable
attorney’s fees, arising from such dispute, proceedings or
actions, provided that the Participant shall obtain a final
judgment or settlement substantially in favor of the Participant
either in a court of competent jurisdiction or in binding
arbitration under the rules of the American Arbitration Association
or in a written settlement of the dispute. Such reimbursement shall
be paid within ten (10) days of Participant’s furnishing
to the Company written evidence (which may be in the form, among
other things, of a canceled check or receipt, of any
costs
