FORM OF
ATHENS FEDERAL COMMUNITY BANK
EMPLOYEE SEVERANCE COMPENSATION PLAN
The primary
purpose of the Athens Federal Community Bank Employee Severance
Compensation Plan is to ensure the successful continuation of the
business of Athens Federal Community Bank and the fair and
equitable treatment of the employees of Athens Federal Community
Bank following a Change in Control.
In this Plan,
whenever the context so indicates, the singular or the plural
number and the masculine or feminine gender shall be deemed to
include the other, the terms “he,” “his,”
and “him,” shall refer to an employee and, except as
otherwise provided, or unless the context otherwise requires, the
capitalized terms shall have the following meanings:
“Bank” means Athens Federal Community Bank and its
successors.
“Base
Compensation” means
(a) For
salaried employees, the employee’s annual base salary at the
rate in effect on his termination date or, if greater, the rate in
effect on the date immediately preceding the Change in
Control.
(b) For
employees whose compensation is determined in whole or in part on
the basis of commission income, the employee’s base salary at
his termination date (or, if greater, the employee’s base
salary on the date immediately preceding the effective date of the
Change in Control), if any, plus the commissions earned by the
employee in the twelve (12) full calendar months preceding his
termination of employment (or, if greater, the commissions earned
in the twelve (12) full calendar months immediately preceding
the effective date of the Change in Control).
(c) For
hourly employees, the employee’s total hourly wages for the
twelve (12) full calendar months preceding his termination of
employment or, if greater, the twelve (12) full calendar
months preceding the effective date of the Change in
Control.
“Board
of Directors” means
the Board of Directors of the Bank.
“Cause” means grounds for termination of employment due
to the employee’s personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of
any law, rule, or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order.
“Change in Control”
means a change in control as defined
in Section 409A of the Code and rules, regulations, and
guidance of general application thereunder issued by the Department
of the Treasury, including:
(a)
Change in ownership : a change in ownership of the
Corporation occurs on the date any one person or group accumulates
ownership of Corporation stock constituting more than 50% of the
total fair market value or total voting power of Corporation
stock,
(b)
Change in effective control : (x) any one person
or more than one person acting as a group acquires within a
12-month period ownership of Corporation stock possessing 30% or
more of the total voting power of Corporation stock, or (y) a
majority of the Corporation’s board of directors is replaced
during any 12-month period by directors whose appointment or
election is not endorsed in advance by a majority of the
Corporation’s board of directors, or
(c)
Change in ownership of a substantial portion of assets
: a change in ownership of a substantial portion of the
Corporation’s assets occurs if in a 12-month period any one
person or more than one person acting as a group acquires from the
Corporation assets having a total gross fair market value equal to
or exceeding 40% of the total gross fair market value of all of the
Corporation’s assets immediately before the acquisition or
acquisitions. For this purpose, gross fair market value means the
value of the Corporation’s assets, or the value of the assets
being disposed of, determined without regard to any liabilities
associated with the assets.
“Change in Control Severance
Benefit” means the
benefit provided for in Paragraph D of the Plan.
“Code” means the Internal Revenue Code of 1986, as
amended.
“Comparable Position”
means a position that would
(i) provide the employee with base compensation and benefits
that are comparable in the aggregate to those provided to the
employee prior to the Change in Control; (ii) provide the
employee with an opportunity for variable bonus compensation that
is comparable to the opportunity provided to the employee prior to
the Change in Control; (iii) be in a location that would not
require the employee to increase his daily one-way commuting
distance by more than thirty-five (35) miles as compared to
the employee’s commuting distance immediately prior to the
Change in Control; and (iv) have job skill requirements and
duties that are comparable to the requirements and duties of the
position held by the employee immediately prior to the Change in
Control.
“Corporation”
means Athens Bancshares Corporation
and its successors.
“Plan” means this Athens Federal Community Bank
Employee Severance Compensation Plan, as may be amended from time
to time.
“Year
of Service” means
each 12-month period of service following an employee’s date
of hire during which the employee completes at least one hour
service each month. The taking of a leave of absence shall not
eliminate a period of time from being a Year of Service if the
period of time otherwise qualifies as a year of service. A
“leave of absence” means (i) the taking of an
authorized or approved leave of absence under the provisions of the
federal Family and Medical Leave Act (“FMLA”),
(ii) any state law providing qualitatively similar benefits as
the FMLA, or (iii) a leave of absence authorized under the
policies of the Bank.
(a) Any
employee of the Bank with at least one Year of Service as of the
date of his termination of employment shall receive a Change in
Control Severance Benefit if, within the period beginning on the
effective date of a Change in Control and ending on the first
anniversary of the effective date of the Change in Control,
(i) the Bank terminates the employee’s employment
with
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