SECURITY NATIONAL BANK AND TRUST
CO.
SECOND AMENDED AND RESTATED
1988 DEFERRED COMPENSATION PLAN
PARK NATIONAL
BANK, as successor to Security National Bank and Trust Co. (the
“Bank”), established the 1988 Deferred Compensation
Plan (the “Plan”) for the benefit of eligible officers
and directors, effective June 30, 1988 and as amended and
restated effective as of March, 1996. The Plan is hereby amended
and restated again for the purpose of complying with the
requirements of Section 409A of the Internal Revenue Code of
1986, as amended (“Code”) effective as of
December 15, 2008 (“Restatement Effective Date”)
as follows:
Section 1.
Administration . The Plan shall be administered by a
committee designated for this purpose by the Board of Directors of
the Bank. The term “Committee” as used in this Plan
document and any amendments to it shall mean such committee. The
Committee shall have full power to administer this Plan; and all
determinations and actions of the Committee shall be made by a
majority of its members.
Section 2.
Participation . Any director of the Bank and any officer of
the Bank designated by the Committee shall be eligible to elect to
become a “Participant” in this Plan; except that the
Board of Directors of the Bank at any time and for any period may
exclude any such individual from participating (other than with
respect to amounts already credited or elected to be credited to
his Deferred Compensation Account under this Plan). Any person who
becomes a Participant shall become a former Participant upon
termination of service with the Bank (or its Board of Directors)
and receipt of the benefits to which he is entitled under the terms
of this Plan. Notwithstanding the foregoing, any person who was
participating in this Plan as of the Restatement Effective Date
shall continue to be a Participant.
Section 3.
Annual Election . Each Participant may elect (a
“Deferral Election”) in writing, in the manner
prescribed by the Committee, on or before December 31 of each
calendar year (or, in the case of a newly eligible person (as
defined below), no later than thirty (30) days following the
date such person first becomes a newly eligible person) (the
“Deferral Election Date”), to defer the Bank’s
payment to him of any percentage of salary, director’s fees
or other compensation that will be earned by him during the
immediately ensuing calendar year (or, in the case of any newly
eligible person, after the date of such Person’s Deferral
Election) (the “Service Period”); provided, however,
that the minimum allowable deferral amount for any Service Period
shall be an amount no less than $100 times the number of months in
such Service Period. After the dates set forth above, a Deferral
Election shall be irrevocable; and the deferred portion of the
salary, director’s fees, or other compensation will not be
paid to the Participant until the time or times prescribed in
Section 9 below. At the time of making any Deferral Election,
the Participant shall designate, in accordance with procedures
specified by the Committee, the Eligible Investment (as defined in
Section 6) or Eligible Investments in which the deferred
amount shall be treated as having been invested in accordance with
the options made available by the Committee as provided in
Section 6. For purposes of this Section 3, a director or
officer of the Bank is a “newly eligible person” only
if such director or officer is not eligible to participate in any
other plan or arrangement that would be aggregated with this Plan
under Code Section 409A.
Section 4.
Deferred Compensation Accounts . The amounts deferred with
respect to a Participant shall be credited, as specified in
Section 5 and/or Section 6 below, to a “Deferred
Compensation Account”, established within the Bank’s
books and records on behalf of each Participant and reflecting all
such amounts deferred by the Participant under this
Plan.
A
Participant’s Deferred Compensation Account may consist of
either or both Grandfathered Amounts and Section 409A Amounts.
For purposes of this Section 4: (a) “Grandfathered
Amounts” shall mean the portion, if any, of the Deferred
Compensation Account that was earned and vested (within the meaning
of Code Section 409A prior to January 1, 2005 and any
earnings (whether actual or notional) attributable to such portion
of the Deferred Compensation Account and any earnings (whether
actual or notional) thereon; and (b) “Section 409A
Amounts” shall mean the portion, if any, of the Deferred
Compensation Account that does not consist of Grandfathered
Amounts.
Section 5.
Credits to Deferred Compensation Accounts . All amounts
credited to a Participant’s Deferred Compensation Account
shall be treated as though invested and reinvested in one or more
Eligible Investments designated by the Participant from time to
time in accordance with procedures specified by the Committee. In
addition, all dividends, interest, gains and distributions of any
nature earned with respect to the Eligible Investment(s) in which a
Participant’s Deferred Compensation Account is treated as
being invested (collectively, “Earnings”) shall be
credited to the Participant’s Deferred Compensation Account
as though reinvested in the Eligible Investment with respect to
which such Earnings were earned. A Participant’s Deferred
Compensation Account also shall be reduced by the amount of any
fees or expenses associated with the Eligible Investment(s) in
which the account is treated as being invested. The Bank shall
provide Participants with periodic reports showing the value of
their Deferred Compensation Accounts, as adjusted to reflect
fluctuations in the value of the Eligible Investments in which the
account is treated as being invested and the addition of any
Earnings credited to the account, at such times and in such format
as the Committee shall determine.
Section 6.
Eligible Investments . The Committee from time to time may
select one or more investment options (“Eligible
Investments”) in which a Participant may elect to have
amounts allocated to the Participant’s Deferred Compensation
Account treated as being invested which may include, without
limitation: (i) interest rates specified by, or determined in
the manner specified by the Committee, (ii) a rate of return
based upon the annual positive total rate of return on shares of
common stock of Security Banc Corporation, (iii) an investment
in hypothetical shares of common stock of Security Banc
Corporation, and (iv) investments in securities, mutual funds,
indexes or other investment vehicles or investment measures with
readily determinable performance results which are offered by third
parties. The Committee shall be under no obligation, however, to
provide any Eligible Investment as an option or to continue to
provide any Eligible Investment once provided. If the Committee
does not provide for any Eligible Investment, all amounts in
Participants’ Deferred Compensation Accounts shall be treated
as if invested during each calendar year at a rate of interest
which is one quarter of one percent (0.25%) greater than the
average bond equivalent yield to maturity on one-year United States
Treasury Bills in effect for the first five business days in the
December immediately proceeding the calendar year (as published in
The Wall Street Journal) or such alternate rate as may be set by
the Committee for that year at least fifteen (15) days before
the beginning of the year (the “Cash Deferral Rate”),
and the Cash Deferral Rate shall be deemed to be the
Eligible
2
Investment for
purposes of the other provisions of the Plan.
Section 7.
Investment Elections . If the Committee provides one or more
Eligible Investments pursuant to Section 6, elections by
Participants with respect to the Eligible Investment or Eligible
Investments in which their Deferred Compensation Accounts shall be
treated as being invested and changes in such elections shall be
made at such time or times, with such prior notice, and in such
manner, as the Committee may specify, subject to such limitations
and restrictions as the Committee may provide. Unless the Committee
otherwise provides, if a Participant fails to make an election with
respect to all or any part of the Participant’s Deferred
Compensation Account, the account shall be treated as having been
invested at the Cash Deferral Rate.
Section 8.
Corresponding Investments by the Bank . In order to
accumulate assets comparable to the Bank’s liability to
Participants which accrues under the Plan, the Bank may, but in no
event shall be required to, invest assets in such a manner as to
correspond to the hypothetical investment elections made by
Participants (other than with respect to any common stock of
Security Banc Corporation, if such Investment Option is made
available by the Committee or otherwise. Any such investment may be
transferred to the Benefit Protection Trust established by the
Bank. In no event, however, shall any Participant have any claim to
or interest in any such investment by the Bank.
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