Exhibit 10.1
Pulaski Financial
Corp.
Stock-Based Deferred Compensation
Plan, as amended and restated
Article 1
Effective Date and
Purpose
1.1 Effective Date . The
Pulaski Financial Corp. (the “Company”) Stock-Based
Deferred Compensation Plan (the “Plan”) originally
effective as of October 1, 2005, is hereby amended and
restated in its entirety as of December 17, 2008 to conform
with Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”).
1.2 Purpose . The Plan is a
deferred compensation plan, the primary purpose of which is to
provide key employees of Pulaski Bank (the “Bank”) and
its affiliated companies with the opportunity to voluntarily defer
a portion of their compensation, subject to the terms of the Plan.
The Plan enhances the Company’s and the Bank’s ability
to attract and retain employees of outstanding competence by
providing such individuals with an opportunity to increase their
equity interest in the Company by investing deferrals in shares of
Company common stock (“Common Stock”).
Article 2
Administration
2.1 The Committee . The Plan
shall be administered by the Compensation Committee of the Board or
any other successor committee appointed by the Board (the
“Committee”).
2.2 Authority of the
Committee . The Committee shall have authority to select
eligible employees of the Bank for participation in the Plan;
determine the terms and conditions of each employee’s
participation in the Plan; interpret the Plan; establish, amend, or
waive rules and regulations for the Plan’s administration;
and, subject to Article 8 herein, amend the terms and conditions of
the Plan and any agreement entered into under the Plan. Further,
the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan. As
permitted by law, the Committee may delegate any of its authority
granted under the Plan to such other person or entity it deems
appropriate, including but not limited to, senior management of the
Bank.
2.3 Guidelines . Subject to
the provisions herein, the Committee may adopt written guidelines
for the implementation and administration of the Plan.
2.4 Decisions Binding . All
determinations and decisions of the Committee arising under the
Plan shall be final binding, and conclusive upon all
parties.
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Article 3
Eligibility and
Participation
3.1 Eligibility . Subject to
Sections 3.2 and 3.3, persons eligible to be selected to
participate in the Plan in any fiscal year (a “Year”)
shall include full-time, salaried or commission-based employees of
the Bank, its subsidiaries, and affiliates who are key employees,
as determined by the Committee in its sole discretion.
3.2 Limitation on Eligibility
. It is the intent of the Company that the Plan qualify for
treatment as a “top hat” plan under the Employee
Retirement Income Security Act of 1974, as amended from time to
time, or any successor Act thereto (“ERISA”).
Accordingly, to the extent required by ERISA to obtain such
“top hat” treatment, eligibility shall be extended only
to those executives who comprise a select group of management or
highly compensated employees. Further, the Committee may place such
additional limitations on eligibility as it deems necessary and
appropriate under the circumstances.
3.3 Participation .
Participation in the Plan and the extent of such participation
shall be determined by the Committee based upon the criteria set
forth in Sections 3.1 and 3.2 herein. An employee who is chosen to
participate in the Plan in any Year (a “Participant”)
shall be so notified in writing. In the event a Participant
selected to participate in the Plan no longer meets the criteria
for participation, such Participant shall become an inactive
Participant, retaining all the rights described under the Plan,
except the right to make any further deferrals, until such time
that the Participant again becomes an active
Participant.
3.4 Partial Year Eligibility
. In the event that an individual first becomes eligible to
participate in the Plan during a Year, such individual shall,
within thirty (30) calendar days of becoming eligible, be
notified by the Bank of his or her eligibility to participate, and
the Bank shall provide each such individual with an Election Form,
which must be completed by the individual as provided in
Section 4.2 herein.
3.5 No Right to Participate .
Except as otherwise set forth in a Participant’s Deferred
Compensation Agreement, no employee shall have the right to be
selected as a Participant, or having been so selected for any given
Year, to be selected again as a Participant for any other
Year.
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Article 4
Deferral
Opportunity
4.1 Deferrals
(a) Amount Which May Be Deferred
by a Participant . A Participant may elect to defer, in any
Year, the eligible components of Compensation (as described below);
provided, however, that the Committee shall have sole discretion to
designate which components of Compensation are eligible for
deferral elections under the Plan in any given Year. In addition,
the Committee may, in its sole discretion, designate the maximum or
minimum amount or increments of any single eligible component of
Compensation which may be deferred in any Year or establish any
other limitations as it deems appropriate in any Year.
The components of
“Compensation” shall include
(i) “Salary” defined as all regular, basic wages,
before reduction for amounts deferred pursuant to the Plan or any
other plan of the Bank or the Company, payable in cash to a
Participant for services to be rendered, exclusive of any Bonus,
other special fees, awards, or incentive compensation, allowances,
or amounts designated by the Bank as payment toward or
reimbursement of expenses, (ii) “Bonus” defined as
any incentive award based on an assessment of performance, payable
by the Bank to a Participant with respect to the
Participant’s services during a Year, including, but not
limited to, divisional profitability bonuses and cross-sale
incentives and (iii) “Commissions” defined as fees
earned in connection with loan originations and other transactions
with the Bank or its affiliates.
(b) Non-Elective Deferrals .
In addition to any elective deferral contributions made by a
Participant under subsection (a) hereof, the Bank, in it sole
discretion, may, but shall not be required to, credit to a
Participant’s Account as a nonelective deferral contribution
(a “Bank Contribution”) any amount it determines
appropriate. The amount so credited, if any, may vary from
Participant to Participant and may be zero even if a contribution
is made on behalf of another Participant. The Bank may also express
a Bank Contribution as a matching contribution equal to a
percentage of the Participant’s annual elective deferral
contributions, if any. Subject to a written agreement between the
Company, the Bank and the Participant, the Bank may require
deferral of a portion of the Participant’s Compensation on a
non-elective basis and such deferral shall be treated as a Bank
Contribution.
4.2 Time of Deferral Election
. An election to defer a component of Compensation permitted by the
Committee to be deferred by a Participant under the Plan shall be
given effect in accordance with the following timing
rules:
(a) An election to defer Salary or
Commissions shall apply only to Salary or Commissions earned for
payroll periods beginning after a properly executed Election Form
has been filed with the Committee.
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(b) An election to defer a Bonus for
any Year shall apply only if a properly executed Election Form has
been filed with the Committee before the beginning of the Year to
which the Bonus relates.
4.3 Content of Deferral
Election . All deferral elections shall be irrevocable, and
shall be made on a form or forms prescribed by the Committee (an
“Election Form”), as described herein. Participants
shall make the following irrevocable elections on each Election
Form:
(a) The amount to be deferred with
respect to each eligible component of Compensation for the
Years;
(b) The length of the deferral
period with respect to each eligible component of Compensation,
subject to the terms of Section 4.4 herein; and
(c) The method of distribution
(i.e., lump sum or installments) to be made to the Participant at
the end of the deferral period(s), subject to the terms of
Section 4.5 herein.
Notwithstanding the amounts
requested to be deferred pursuant to subparagraph (a) above,
the limits on deferrals set forth in Section 4.1 herein shall
apply to the requested deferrals each Year. A Participant may not
change his or her deferral election that is in effect for a Year,
unless permitted by the Company in compliance with
Section 409A of the Code. If permitted by the Company, a
Participant may elect to change the time or form of payment to him
or her, by submitting a new Election Form to the Company, provided
the following conditions are met: (i) such change will not
take effect until at least twelve (12) months after the date
on which the new election is made and approved by Bank;
(ii) if the original election is pursuant to a specified time
or fixed schedule, the change cannot be made less than twelve
(12) months before the date of the first scheduled original
payment; and (iii) in the case of an election related to a
payment other than a payment on account of death, disability, or
unforeseeable emergency, the first payment with respect to which
the change is made must be deferred for a period of not less than
five (5) years from the date such payment would otherwise have
been made.
4.4 Length of Deferral . The
deferral periods elected by each Participant with respect to
deferrals of Compensation for any Year shall be at least equal to
one (1) year following the end of the Year to which the
deferral relates, unless such deferral is a Bank Contribution
subject to a vesting schedule. Participants may also elect to
receive a distribution of their deferred amounts upon a Separation
from Service. For purposes of this Plan, “Separation from
Service” means in the case of an officer, the officer’s
death or the effective date of the Participant’s
“Separation from Service” within the meaning of
Section 409A of the Code, or, in the case of a Participant who
is a director, the date when the Participant ceases to be a member
of the Company’s Board of Directors for any reason whatsoever
other than by reason of a leave of absence, which is approved by
the Bank.
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4.5 Distribution of Deferred
Amounts . Participants shall be entitled to elect to receive
distribution of deferred amounts, at the end of the deferral period
in a single lump sum distribution or by means of
installments.
(a) Lump Sum Distribution .
Such distribution shall be made in the form of whole shares of
Common Stock within two (2) and one-half (1/2) months of
the date specified by the Participant as the date for distribution
of deferred amounts as described in Sections 4.3 and 4.4 hereof, or
as soon thereafter as practicable.
(b) Installment Distribution
. Participants may elect distribution in annual installments, with
a minimum number of installments of two (2) and a maximum of
ten (10). The initial distribution shall be made in the form of
shares of Common Stock as soon as possible after the commencement
date selected by the Participant pursuant to Sections 4.3 and 4.4
hereof. The remaining distributions shall be made in shares of
Common Stock each year thereafter, until the Participant’s
entire deferred compensation account has been distributed. The
number of shares distributable with respect to each installment
shall be equal to the balance of the number of Common Stock Units
remaining in the Participant’s deferred compensation account
immediately prior to each such distribution, multiplied by a
fraction, the numerator of which is one (1), and the denominator of
which is the number of installments remaining. If a Participant
elects to receive his or her distribution in installments, then he
or she may not later elect to accelerate the payment of any
installment thereunder.
(c) Limitation on Form of
Distribution . Distributions und
