Back to top

PROVIDENT FINANCIAL SERVICES , I NC. BOARD OF DIRECTORS VOLUNTARY FEE DEFERRAL PLAN

Fee Agreement

PROVIDENT FINANCIAL SERVICES , I NC. BOARD OF DIRECTORS VOLUNTARY FEE DEFERRAL PLAN | Document Parties: PROVIDENT FINANCIAL SERVICES INC You are currently viewing:
This Fee Agreement involves

PROVIDENT FINANCIAL SERVICES INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: PROVIDENT FINANCIAL SERVICES , I NC. BOARD OF DIRECTORS VOLUNTARY FEE DEFERRAL PLAN
Governing Law: New Jersey     Date: 3/2/2009
Industry: SandLs/Savings Banks     Sector: Financial

PROVIDENT FINANCIAL SERVICES , I NC. BOARD OF DIRECTORS VOLUNTARY FEE DEFERRAL PLAN, Parties: provident financial services inc
50 of the Top 250 law firms use our Products every day

EXHIBIT 10.9

P ROVIDENT F INANCIAL S ERVICES , I NC .

B OARD OF D IRECTORS

V OLUNTARY F EE D EFERRAL P LAN

 

 

Effective January 1, 2005

Amended and Restated Effective as of December 31, 2008


Table of Contents

 

A RTICLE I

  

1

Section 1.1

  

Acceleration Event

  

1

Section 1.2

  

Administrator

  

1

Section 1.3

  

Beneficiary

  

1

Section 1.4

  

Board

  

1

Section 1.5

  

Code

  

1

Section 1.6

  

Company

  

1

Section 1.7

  

Change in Control Event

  

1

Section 1.8

  

Cash Compensation

  

1

Section 1.9

  

Disability

  

1

Section 1.10

  

Effective Date

  

2

Section 1.11

  

Investment Benchmark

  

2

Section 1.12

  

Memorandum Account

  

2

Section 1.13

  

Memorandum Subaccount

  

2

Section 1.14

  

Non-Employee Director

  

2

Section 1.15

  

Participant

  

2

Section 1.16

  

Participating Company

  

2

Section 1.17

  

Plan

  

2

Section 1.18

  

Service Recipient

  

2

Section 1.19

  

Termination of Service

  

3

Section 1.20

  

Unforeseeable Emergency

  

3

A RTICLE II

  

3

Section 2.1

  

Election to Participate

  

3

Section 2.2

  

Election to Defer Cash Compensation

  

3

Section 2.3

  

Changes in Participation

  

4

 

i


A RTICLE III

  

4

Section 3.1

  

In General

  

4

Section 3.2

  

Adjustments to Memorandum Accounts

  

5

Section 3.3

  

Vesting

  

5

A RTICLE IV

  

5

Section 4.1

  

Establishment of Trust

  

5

Section 4.2

  

Contributions to Trust; Investments

  

6

Section 4.3

  

Unfunded Character of Plan

  

6

A RTICLE V

  

6

Section 5.1

  

Authority to Purchase Life Insurance

  

6

Section 5.2

  

Cooperation to Effect Purchases

  

6

Section 5.3

  

Ownership of Policies

  

7

Section 5.4

  

Effect of Termination of Participation

  

7

A RTICLE VI

  

7

Section 6.1

  

Trust Required

  

7

Section 6.2

  

Dividends

  

8

Section 6.3

  

Voting Rights

  

8

Section 6.4

  

Distribution

  

8

A RTICLE VII

  

8

Section 7.1

  

Early Distributions

  

8

Section 7.2

  

Scheduled Distributions to Participants

  

9

Section 7.3

  

Distributions to Beneficiaries

  

10

Section 7.4

  

Mandatory Cashout of Small Balances

  

11

Section 7.5

  

Restrictions on Payments to Specified Employees

  

11

Section 7.6

  

One-Time Election During 2007 and 2008

  

11

 

ii


A RTICLE VIII

  

  

11

Section 8.1

  

Administrator

  

11

Section 8.2

  

Claims Procedure

  

12

Section 8.3

  

Claims Review Procedure

  

13

Section 8.4

  

Other Administrative Provisions

  

13

A RTICLE IX

  

  

14

Section 9.1

  

Amendment by the Company

  

14

Section 9.2

  

Termination

  

14

Section 9.3

  

Amendment or Termination by Other Companies

  

15

A RTICLE X

  

  

15

Section 10.1

  

Notice and Election

  

15

Section 10.2

  

Construction and Language

  

16

Section 10.3

  

Headings

  

16

Section 10.4

  

Non-Alienation of Benefits

  

16

Section 10.5

  

Severability

  

16

Section 10.6

  

Waiver

  

16

Section 10.7

  

Governing Law

  

17

Section 10.8

  

Withholding

  

17

Section 10.9

  

No Deposit Account

  

17

Section 10.10

  

Rights of Participants

  

17

Section 10.11

  

Status of Plan Under ERISA

  

17

Section 10.12

  

Successors and Assigns

  

17

Section 10.13

  

Compliance with Section 409A of the Code

  

18

Section 10.14

  

Effect of Restatement

  

18

 

iii


P ROVIDENT F INANCIAL S ERVICES , I NC .

B OARD OF D IRECTORS

V OLUNTARY F EE D EFERRAL P LAN

A RTICLE I

D EFINITIONS

The following definitions shall apply for the purposes of this Plan unless a different meaning is clearly indicated by the context:

Section 1.1 Acceleration Event means, with respect to a Participant, any of the events described in section 7.1 on the basis of which the Administrator may permit acceleration of the payment of the balance credited to the Participant’s Memorandum Account.

Section 1.2 Administrator means any person, committee, corporation or organization appointed by the Board to perform responsibilities assigned to the Administrator hereunder. If no designation is made the Board will serve as the Administrator.

Section 1.3 Beneficiary means the person or persons designated by a Participant under section 7.3 of the Plan.

Section 1.4 Board means the Board of Directors of the Company.

Section 1.5 Code means the Internal Revenue Code of 1986 (including the corresponding provisions of any succeeding law).

Section 1.6 Company means Provident Financial Services, Inc. or any successor thereto.

Section 1.7 Change in Control Event means, with respect to a Participant: (a) a change in ownership of the Participant’s Service Recipient; (b) a change in effective control of the Participant’s Service Recipient; or (c) a change in the ownership of a substantial portion of the assets of the Participant’s Service Recipient. The existence of a Change in Control Event shall be determined by the Administrator in accordance with section 409A of the Code and the regulations thereunder.

Section 1.8 Cash Compensation means the monetary compensation payable to a Non-Employee Director for service as a member of the board of directors of a Participating Company, including retainer payments and fees for attendance at board and committee meetings.

Section 1.9 Disability means, with respect to a Participant: (a) any medically determinable physical or mental impairment which can be expected to result in death or to last for a continuous period of at least twelve (12) months and as a result of which either: (i) the Participant is unable to engage in any substantial gainful activity or (ii) the Participant has been receiving income replacement benefits for a period of at least three (3) months under an accident

 

1


and health plan covering employees of the Participant’s employer, or (b) any condition as a result of which the Participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board, or (c), solely for purposes of section 2.3, any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or last for a continuous period of not less than six (6) months. The existence of a Disability shall be determined by the Administrator in accordance with section 409A of the Code and the regulations thereunder.

Section 1.10 Effective Date means January 1, 2009.

Section 1.11 Investment Benchmark means a hypothetical investment classification in which a Participant’s Memorandum Account shall be deemed to be invested for purposes of crediting or charging earnings, losses, appreciation or depreciation in accordance with section 3.2. Unless otherwise specified by the Administrator, the Investment Benchmark shall be the U.S. Prime Rate as reported in the Wall Street Journal, New York Edition on the day of application.

Section 1.12 Memorandum Account means, with respect to a Participant, a bookkeeping account maintained by the Company to which is credited the amount of the Participant’s deferred Cash Compensation, together with any earnings and appreciation thereon, and against which are charged any losses, depreciation or distributions thereof, pursuant to Article III.

Section 1.13 Memorandum Subaccount means, with respect to a Participant, a portion of the Participant’s Memorandum Account that is separately accounted for by the Company due to the application of unique provisions relating to the applicable distribution schedule or Investment Benchmark.

Section 1.14 Non-Employee Director means a voting member of the board of directors of a Participating Company who is not an officer or employee of any Participating Company.

Section 1.15 Participant means a Non-Employee Director or former Non-Employee Director who has a Memorandum Account under the Plan.

Section 1.16 Participating Company means the Company and any other company which, with the prior approval of the Board, may adopt this Plan.

Section 1.17 Plan means the Provident Financial Services, Inc. Board of Directors Voluntary Fee Deferral Plan.

Section 1.18 Service Recipient means with respect to a Participant on any date: (a) the corporation for which the Participant is performing services on such date; (b) all corporations that are liable to the Participant for the benefits due to him under the Plan; (c) a corporation that is a majority shareholder of a corporation described in section 1.18(a) or (b); or (d) any corporation in a chain of corporations each of which is a majority shareholder of another corporation in the chain, ending in a corporation described in section 1.18 (a) or (b).

 

2


Section 1.19 Termination of Service means cessation of all services to all Service Recipients in the capacity of a member of such Service Recipients’ board of directors. The occurrence of a Termination of Service shall be determined by the Administrator in accordance with section 409A of the Code and the regulations thereunder.

Section 1.20 Unforeseeable Emergency means, with respect to a Participant, a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, beneficiary or dependent (within the meaning of section 152 of the Code, without regard to sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The existence of an Unforeseeable Emergency shall be determined by the Administrator in accordance with section 409A of the Code and the regulations thereunder.

A RTICLE II

P ARTICIPATION

Section 2.1 Election to Participate .

Any Non-Employee Director may elect to become a Participant in the Plan by submitting to the Administrator a written election, on a form prescribed by the Administrator, and subject to the provisions of such form, to defer the receipt of all or any portion of his Cash Compensation; provided, however, that no Non-Employee Director shall be permitted to defer receipt of Cash Compensation that is required to be withheld and remitted to any federal, state or local taxing authority pursuant to any requirement for the collection of tax at the source or that is required to fund any contribution or premium payment or co-payment required of the Non-Employee Director as a condition of participation in any benefit plan maintained by the Company or any other Participating Company at the time the election is made.

Section 2.2 Election to Defer Cash Compensation .

An election to defer Cash Compensation shall be made in writing on the form prescribed by the Administrator, shall specify the amount or percentage of each payment of Cash Compensation to be deferred subject to the provisions of such form, shall apply equally to all items of Cash Compensation, shall be made on or before the last day of any calendar year, and shall be effective for the calendar year following the calendar year in which such election is made and all subsequent calendar years unless status as a Non-Employee Director ceases or a change in the rate of deferral is elected pursuant to section 2.3. Notwithstanding the foregoing, an initial election to defer Cash Compensation, made by a Non-Employee Director and filed with the Administrator during the thirty (30) day period immediately following the date the Non-Employee Director first becomes eligible to participate in the Plan, shall take effect with the first payment of Cash Compensation that relates to a period of service that begins after such election is made, or such later date as the Non-Employee Director shall specify in his election.

 

3


Section 2.3 Changes in Participation .

(a) An election by a Participant pursuant to section 2.2 shall continue in effect until termination of status as a Participant; provided, however, that the Participant may, by written election filed with the Administrator, increase or decrease the portion of his Cash Compensation to be deferred, or discontinue such deferral altogether. Such election shall apply equally to all payments of Cash Compensation, and shall be effective with respect to Cash Compensation payable for services rendered after the end of the calendar year in which such election is filed with the Administrator.

(b) If a Participant incurs a Disability, or is found, on the Participant’s applicat


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more