On April 28, 2008, First Federal Savings Bank and Joseph U. Frye
, John J. LaCarte
and Jack M.
McGinley (the executives) entered into 409A Amendment
s, effective January 1, 2005, to the
Director Fee Continuation Agreement
s, dated June 30, 1999, between First Federal Savings Bank and
each of the executives. The amendment
to each executives Director Fee Continuation Agreement
identical to the attached Form of 409A Amendment
, except for the addition of the executives name.
First Federal Savings Bank (Bank) and
(Director) originally entered into
the First Federal Savings Bank Director Fee Continuation Agreement
(Agreement) on June 30, 1999.
Pursuant to Subparagraph XI (C) of the Agreement, the Bank and the Director hereby adopt this 409A
, effective January 1, 2005.
is intended to bring the Agreement into compliance with the requirements of
Internal Revenue Code Section 409A. Accordingly, the intent of the parties hereto is that the
Agreement shall be operated and interpreted consistent with the requirements of Section 409A.
Therefore, the following changes shall be made:
||The following provision regarding Separation from Service distributions shall be added as a
new subparagraph (C) under Section III, as follows:
Separation from Service:
Notwithstanding anything to the contrary in this Agreement, to the extent that any benefit
under this Agreement is payable upon a Termination of Employment, Termination of
Service, or other event involving the Directors cessation of services, such payment(s)
shall not be made unless such event constitutes a Separation from Service as defined in
Treasury Regulations Section 1.409A-1(h).
||Section IV, Retirement Benefit and Post-Retirement Death Benefit, shall be amended to
delete the first sentence in its entirety and to replace it with the following sentence:
Upon the Directors retirement, the Bank, commencing with the first day of the month
following the Benefit Payment Date [Subparagraph III (A)], shall pay the Director an annual
benefit equal to one hundred dollars ($100.00) for each full year the Director served the
Bank from the date of first service to the date of retirement (including any partial year
that the Director has served in the year of retirement), payable in equal annual
installments for a period of ten (10) years, provided that if less than ten (10) such annual
payments have been made prior to the death of the Director, the Bank shall make the total
amount of said payment due in a lump sum to such individual or individuals as the Director
may have designated in writing and filed with the Bank.
||Section V, Death Benefit Prior to Retirement, shall be amended to delete the words either,
at the discretion of the Bank and or equal annual installments for a period of ten (10)
years from the first sentence; and to delete the word monthly from the third sentence.
||Section VIII, Other Termination of Service, shall be amended to insert the words
commencing thirty (30) days following said termination at the end of the second sentence in
the first paragraph; to delete the words the remaining installments, or and at the
discretion of the Bank from the first sentence of the second paragraph; and to delete the
word monthly from the third sentence of the second paragraph.
||Section IX, Change of Control, shall be deleted in its entirety and replaced with the
following Section IX:
CHANGE IN CONTROL
Change in Control shall mean a change in ownership or control of the Bank as defined in
Treasury Regulation §1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.
Upon a Change in Control, the Director shall receive the accrued balance of the Directors
accrued liability reserve account in a lump sum upon attaining Normal Retirement Age
[Subparagraph III (B)]. Provided, however, that anything hereinabove to the contrary
notwithstanding, no death benefit shall be payable hereunder if the Director dies on or
before the 30th day of June, 2001.
||A new Subparagraph XI (K) shall be added as follows:
Restriction on Timing of Distribution:
Notwithstanding any provision of this Agreement to the contrary, distributions under this
Agreement may not commence earlier than six (6) months after the date of a Separation from
Service (as described under the Separation from Service provision herein) if, pursuant to
Internal Revenue Code Section 409A, the participant hereto is considered a specified
employee (under Internal Revenue Code Section 416(i)) of the Bank if any stock of the Bank
is publicly traded on an established securities market or otherwise. In the event a
distribution is delayed pursuant to this Section, the originally scheduled distribution
shall be delayed for six (6) months, and shall commence instead on the first day of the
seventh month following Separation from Service. If payments are scheduled to be made in
installments, the first six (6) months of installment payments shall be delayed, aggregated,
and paid instead on the first day of the seventh month, after which all installment payments
shall be made on their regular schedule. If payment is scheduled to be made in a lump sum,
the lump sum payment shall be delayed for six (6) months and instead be made on the first
day of the seventh month.
||A new Subparagraph XI (L) shall be added as follows:
Certain Accelerated Payments:
The Bank may make any accelerated distribution permissible under Treasury Regulation
1.409A-3(j)(4) to the Director of deferred amounts, provided that such distribution(s) meets
the requirements of Section 1.409A-3(j)(4).
||A new Subparagraph XI (M) shall be added as follows:
Subsequent Changes to Time and Form of Payment:
The Bank may permit a subsequent change to the time and form of benefit distributions. Any
such change shall be considered made only when it becomes irrevocable under the terms of the
Agreement. Any change will be considered irrevocable not later than thirty (30) days
following acceptance of the change by the Plan Administrator, subject to the following
||the subsequent deferral election may not take effect until at least
twelve (12) months after the date on which the election is made;
||the payment (except in the case of death, disability, or
unforeseeable emergency) upon which the subsequent deferral election is made is
deferred for a period of not less than five (5) years from the date such payment
would otherwise have been paid; and
||in the case of a payment made at a specified time, the election must
be made not less than twelve (12) months before the date the payment is scheduled
to be paid.