UNITED BANCORP, INC.
UNITED BANCORP, INC.
AFFILIATE BANKS DIRECTORS
DEFERRED COMPENSATION PLAN
Section 1 - THE PLAN. United Bancorp, Inc.
hereby establishes a
deferred compensation plan to be known and described as "United Bancorp, Inc.
and United Bancorp, Inc.
Affiliate Banks Directors Deferred Compensation Plan."
The Plan is an unfunded deferred compensation plan, and it is the intention of
the parties that the arrangements herein set forth be unfunded for tax purposes
and for purposes of Title I of ERISA. Amounts deferred pursuant to the Plan
shall remain unrestricted assets, at all times, of the Corporation. Participants
in the Plan have the status of general unsecured creditors of the Corporation,
and the Plan constitutes a mere promise by the Corporation to make benefit
payments in the future.
Section 2 - DEFINITIONS. As used herein, the terms hereinafter set
forth shall be construed as follows:
(a) The terms "Plan" shall mean the United Bancorp, Inc.
Affiliate Banks Directors Deferred Compensation Plan.
(b) The term "Corporation" shall mean United Bancorp, Inc.
wholly-owned subsidiary of United Bancorp, Inc.
which adopts the Plan on behalf
of its Directors and establishes accounts for the benefit of such Directors
(c) The term "Board of Directors" and the term "Board" shall mean the
Board of Directors of the Corporation (exclusive of Honorary Directors).
(d) The term "Director" shall mean a duly elected member of the Board
(e) The term "account" shall mean a deferred compensation account
established under and pursuant to the Plan.
(f) The term "fees" shall include all compensation as fixed and
determined by the Board of Directors, which is payable to a member of the Board
for attendance at meetings, whether regular or special, of the Board of
Directors, the Executive Committee, and all other Committees which have been
established or in the future may be established by the Board of Directors.
(g) The term "Trust" shall mean the United Bancorp, Inc.
Bancorp, Inc. Affiliate Banks Directors Deferred Compensation Plan Trust. Such
Trust and the assets held by the Trust to assist the Corporation in meeting its
obligations under the Plan shall conform to the terms of the model trust as
described in Revenue Procedure 92-64, 1992-2 C.B. 422.
(h) The term "Unforeseeable Emergency" shall mean an unanticipated
emergency that is caused by an event beyond the control of the participant or
beneficiary and that would result in severe financial hardship to the individual
if early withdrawal were not permitted.
Section 3 - ELIGIBILITY TO PARTICIPATE. The right to participate in the
Plan shall be limited to members of the Board of Directors.
Section 4 - ELECTION TO PARTICIPATE. Any member of the Board of
Directors who desires to participate in the Plan may elect for any year, on or
before the 31st day of December of the preceding year, to defer all or a
specified part of the fees which thereafter shall be payable to him for services
in the succeeding year. Additionally, such an election may be made at any time
within thirty (30) days following the date on which a person is elected to the
Board of Directors if such person was not a member of the Board on the preceding
December 31st, provided that such election shall apply only for fees earned for
services performed subsequent to the election for such calendar year. A Director
may also make such an election within thirty (30) days following adoption of the
Plan by such subsidiary of United Bancorp, Inc. which had not previously
participated in the Plan, provided that such election shall apply only for fees
earned for services performed subsequent to the election for such calendar year.
Section 5 - MANNER OF MAKING ELECTION. An election to participate in
the Plan shall be made by written notice, on such form as may be prescribed by
the Corporation, which shall be signed by the electing Director and filed with
Section 6 - ACCOUNTING AND ADMINISTRATION. The Corporation and each
adopting subsidiary, thereof, shall establish and maintain on its books a
deferred compensation account for and in the name of each Director who elects to
participate in the Plan, each such account to be known and designated as "The
Deferred Compensation Account of (Directors Name)," and shall credit to each
such account all fees that are payable, and otherwise should be paid directly,
to the Director in whose name the account is established. Each such credit shall
be entered in the account as of the date on which the fee represented thereby is
payable. The Plan shall be administered by the trust department of WesBanco Bank
Wheeling, Wheeling, WV, who shall have full power to administer the Plan in all
of its details, subject to the applicable requirements of law. United Bancorp,
Inc. shall have the exclusive authority to remove and appoint the Administrator
in its sole discretion and may do so without the approval of any Participant of
the Plan or any United Bancorp, Inc. Affiliate Bank. United Bancorp, Inc. may
appoint itself or any affiliated company as Administrator under its authority
Section 7 - INTEREST. Interest shall be credited to each account at any
time for which there is an account balance which has not yet been deemed
invested in United Bancorp, Inc. Common Stock in accordance with Section 8
hereof, during the period that the person in whose name such account is carried
is a member of the Board of Directors, at the rate from time to time determined
by The Citizens Savings Bank (or other adopting subsidiary) for and payable on
funds on deposit in the Money Market Accounts maintained by the bank. Interest
computation shall be made and the amount of each computation entered in the
account as a credit on the same dates that interest is computed by the bank on
the aforesaid Money Market Accounts.
Section 8 - UNITED BANCORP, INC. COMMON STOCK. Periodically, at such
times and in such intervals as the Corporation shall determine is
administratively reasonable, but at least annually, a Director's account
balances or credits shall be deemed to be invested in United Bancorp, Inc.
Common Stock and the Director's account shall be credited with such shares and
the subsequent dividends thereon reinvested.
Section 9 - TERMINATION OF ELECTION TO PARTICIPATE. An election to
defer fees pursuant to the Plan may be terminated as of the 1st day of any month
by written notice, signed by the participating Director, delivered to the
Corporation not less than thirty (30) days prior to the date on which such
termination is to become effective. In the absence of such termination, an
election shall remain in effect as long as the participating Director continues
to be a member of the Board of Directors of the Corporation.
Section 10 - PAYMENT OF DEFERRED COMPENSATION. No distribution payments
shall be made from any account as long as the Director in whose name such
account has been established continues to be a member of the Board of Directors
provided, however, that in the event of an Unforeseeable Emergency, benefits may
be payable upon approval of the Corporation without termination of Board
membership, but only to the extent necessary to meet the emergency. When a
participating Director ceases to be a member of the Board, the Corporation shall
pay to him in equal annual installments or at his irrevocable election, in one
lump sum, the aggregate number of shares of United Bancorp, Inc. Common Stock,
(including, without limitation shares deemed to be acquired through reinvested
dividends), standing to his credit in the account maintained for his benefit as
of the close of business on the date of the termination of his membership on the
Board, together with any cash account balance which has not yet been deemed
invested in United Bancorp, Inc. Common Stock in accordance with Section 8
hereof and interest thereon at the rate payable on The Citizens Savings Bank (or
other adopting subsidiary) Money Market Accounts, until paid in full . Such
annual installments, together with interest on any cash balance as above
provided, shall be paid over a period of years with a maximum of ten years that
shall equal in number the number of full calendar years that such Director was a
participant in the Plan. The first of such installments (or the lump sum
distribution) shall be due and payable on the 2nd day of the calendar year
immediately following the year in which the participating Director ceases to be
a member of the Board, and the remaining installments shall be due and payable
on the 2nd day of January in each succeeding calendar year during the period
that such installments are to be paid. In the case of United Bancorp, Inc.
Common Stock, the Corporation shall delay any Plan distribution to such Director
for a period of six months from the date such Director ceases to be a member of
the Board of Directors or such lesser period as may be necessary to comply with
the provisions of Section 16b of the Securities Exchange Act of 1934 or the
rules promulgated by the Securities and Exchange Commission under Section 16b.
No fractional shares of United Bancorp, Inc. Common Stock will be distributed to
any participant from his or her account established under the Plan. Cash
payments will be made in lieu of fractional shares in an amount determined by
multiplying each fractional share to which a participant would otherwise be
entitled by the per share closing price of United Bancorp, Inc. Common Stock on
the trading day immediately preceding the date of distribution or if no trading
in United Bancorp, Inc. Common Stock occurred on that date, then the next
preceding date on which the Common Stock was traded. In no event will any amount
of cash be paid to a participant from the participant's account under the Plan
other than cash not yet invested in United
Bancorp, Inc. Common Stock, together with interest thereon, and cash in lieu of
fractional shares of United Bancorp, Inc. Common Stock, as provided in this
Section 11 - DEATH OF PARTICIPATING DIRECTOR. In the event of the death
of a participating Director prior to the receipt in full of all common stock and
funds credited to his account, the aggregate amount so credited, as of the close
of business on the date of such Director's death, shall be paid by the
Corporation in one sum or distributed by the Corporation in the event of common
stock to such Director's surviving spouse, or, if there be no surviving spouse,
to the estate of such Director, provided, that with respect to United Bancorp,
Inc. Common Stock, the Corporation shall delay any Plan distribution from such
account to such surviving spouse or such estate, as the case may be, for a
period of six months from the date of such Director's death or such lesser
period as necessary to comply with the provisions of Section 16b of the
Securities Exchange Act of 1934 or the rules promulgated by the Securities and
Exchange Commission under Section 1 6b.
Section 12 - OPTIONAL METHODS OF PAYMENT. In lieu of an installment
distribution of United Bancorp, Inc. Common Stock and payment pursuant to
Section 10, or in lieu of a lump sum distribution of common stock and payment
pursuant to Section 11, a participating Director shall have the right, by
instrument in writing filed with the Corporation at the time of such Director's
deferral election, to select an optional method of distribution and payment:
(a) Distribution of specified shares to such persons, and payment to
such persons, as such Director shall designate; or
(b) Distribution and payment in annual installments (if the amount to
be distributed consists of stock with a fair market value of at least $1,000),
with interest on the uninvested cash portion until paid in full at the rate
payable on The Citizens Savings Bank (or other adopting subsidiary) Money Market
Accounts, to such person as such Director shall designate, as follows:
(i) If death occurs while such Director is a member of the
Board, distribution and payment in annual installments with a maximum
of 10 over a period of years that shall equal the number of full
calendar years that such Director was a participant in the Plan. The
first of such installments shall be due and payable on the 2nd day of
January in the year immediately following the year of death, and the
remaining installments shall be due and payable on the 2nd day of
January in each of the succeeding years during the said period.
(ii) If death occurs subsequent to the termination of such
Director's membership on the Board, and after the distribution and
payment to such Director of one or more of the annual installments
provided in Section 10 hereof, distribution and payment of the
remaining annual installments to such designated beneficiary.
A participating Director must elect either of the foregoing options at
such time as the deferral election is made pursuant to Section 4 of the Plan.
Such election must be made by instrument in writing filed with the Corporation
and upon such filing shall be irrevocable. In the event a Director fails to make
a timely election, the benefits under this Plan shall be distributed in annual
installments if paid pursuant to Section 10, or in a lump sum if paid pursuant
to Section 11.
Section 13 - DEATH OF BENEFICIARY OF PARTICIPATING DIRECTOR. In the
event that any person who is designated as a beneficiary of a participating
Director, pursuant to Section 11 hereof, shall predecease such Director, the
Designation of such person as a beneficiary shall be rendered completely
inoperative and of no force or effect whatsoever. In the event that any such
person should survive such participating Director, but should die before the
receipt of all common stock or funds payable to such person pursuant to the
election by the said Director of the option set forth in Section 12(b) hereof,
the balance of such common stock or funds shall be paid to the estate of such
Section 14 - FUNDS AND INTEREST NONASSIGNABLE. Benefits payable to Plan
participants and their beneficiaries under this Plan may not be anticipated,
assigned (either at law or in equity), alienated, pledged, encumbered, or
subjected to attachment, garnishment, levy, execution or other legal or
Section 15 - PAYMENT TO MINOR BENEFICIARIES. In the event that any
person designated as a beneficiary by a participating Director is a minor, the
Corporation may make payment of any funds or common stock to which such minor is
entitled hereunder by making such payment to such minor, or to the parent,
guardian, or person having custody of such minor, and the receipt of such
parent, guardian or other person shall be a full and sufficient discharge to the
Corporation for such payment.
Section 16 - AMENDMENT, MODIFICATION OR TERMINATION OF PLAN. The Plan,
as herein above set forth, may be amended, modified, or terminated at any time
by the Board of Directors of the Corporation; provided, however, that any such
amendment, modification, or termination shall be prospective only in its
operation and effect, and shall not affect or prejudice the rights and interests
of any participating Director, or other person, as fixed and determined prior to
the adoption thereof. In the event the Plan is terminated, any amounts credited
to the participant's account shall be distributed in accordance with the
provisions of the Plan.
Section 17 - EFFECTIVE DATE. The effective of this Plan is August 20.
1996. Includes changes by amendments made April 19, 2000.
UNITED BANCORP, INC.
James W. Everson
Its: Chairman, President and Chief