TRENTON SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN TABLE OF CONTENTS
TRENTON SAVINGS BANK
TABLE OF CONTENTS
I. Introduction and Purpose 1
II. Definitions 1
III. Eligibility 2
IV. Amount of Benefit 2
V. Payment of Benefits 4
VI. General 5
VII. Exhibit A 7
ARTICLE I: INTRODUCTION AND PURPOSE
1.1 Purpose. This program, which is unfunded, is
established by Trenton Savings Bank as of January 1, 1993,
primarily for the purpose of providing supplemental retirement
benefits for a select group of senior management employees and
members of the Board of Directors.
ARTICLE II: DEFINITIONS
(a) "Alternative Mode" means any of the forms of
benefit payment available under Article V.
(b) "Bank" means Trenton Savings Bank and its
subsidiaries and successors.
(c) "Code" means the Internal Revenue Code of
1986, as amended.
(d) "Compensation" means, for any Participant,
his Total Compensation received annually from the Bank.
(e) "Internal Rate of Return for the Bank" means
the average investment return of Bank funds on deposit during the
(f) "Participant" means any senior management
employee of Trenton Savings Bank who is designated by the Board
of Directors of the Bank and attached hereto as Exhibit A, and
any member of the Board of Directors who elects participation.
(g) "Plan" means this Trenton Savings Bank
Supplemental Executive Retirement Plan.
(h) "Plan Administrator" means the individual or
committee appointed by the Bank to administer this Plan.
(i) "Plan Year" shall be the period from January
1st to December 31st.
(j) "Total and Permanent Disability" shall mean a
disability by reason of which the Participant is totally and
permanently disabled, as determined by the Plan Administrator.
(k) "Trust" shall mean the Trenton Savings Bank
Supplemental Executive Retirement Plan Trust, which is
established for the purpose of investing contributions made to
the credit of Participants' Accounts under this Plan.
(l) "Years of Service" shall include all complete
years of employment with the Bank, commencing from the
Participant's initial date of employment.
ARTICLE III: ELIGIBILITY TO PARTICIPANT
Employees who have completed one (1) Year of Service (as
defined in 2.1(l)) with the Bank and who have been selected to
participate by the Board of Directors of the Bank. Members of
the Board of Directors may also elect to participate.
ARTICLE IV: AMOUNT OF BENEFIT
4.1 Benefit at Retirement or Disability
(a) Each Participant who retires from the Bank on
or after attaining normal retirement age of 65 or upon attaining
early retirement age which shall be the later of age 55 and 15
Years of Service or upon Total and Permanent Disability, shall be
eligible to receive a benefit under this Article IV, payable at
the time and in the form set forth in Article V, equal to the
Participant's accumulated Account Balances at the time of
retirement or disability.
(1) Employees' Accounts. Accounts shall be
established for each eligible Participant. Participant
Contributions shall be credited to a Participant Contribution
Account established for the Participant, and Bank Contributions
shall be credited to a Bank Contribution Account established for
the Participant. All Accounts shall be kept in dollars.
(2) Investment of Accounts. Accounts may be
invested in an investment portfolio through a Trust established
for such purpose and managed by the Plan Administrator, or may be
booked as a liability of the Bank. The investment return, either
from the Trust portfolio or the Internal Rate of Return of the
Bank, as applicable and as determined by the Plan Administrator
shall be credited to Participants' Accounts on a
nondiscriminatory basis. The Plan Administrator may establish
reasonable administrative rules to control the expense of
maintaining accounts and the Bank shall pay all costs associated
with the Plan.
(3) Valuation of Accounts. As of the last
day of each Plan Year, or at such more frequent intervals as may
be directed by the Plan Administrator, any increase or decrease
in the fair market value of the Trust investments since the last
adjustment under this Section and all income of the Trust or
booked liabilities of the Bank during that period shall be
credited or deducted from the account of Participants according
to the appropriate investment of each participant's accounts, if
such accounts are segregated, at the discretion of the Plan
(4) Effect of Distributions. If a
distribution is made, the Participant's appropriate Account or
Accounts shall be reduced by the amount of the distribution.
(5) Participant Contributions. Participants
may elect to make contributions to the credit of their
Participant Contribution Accounts through individual salary-
reduction or deferred compensation agreements with the Bank.
(6) Bank Contributions. For each Plan Year,
effective January 1, 1991, the Bank shall contribute to the Bank
Contribution Account of each eligible Participant an amount equal
to the accumulated shortfall of the 401(k) plan, plus interest
thereon. The 401(k) shortfall, which is due to legislated
limitations on allowable contributions in the Bank's Thrift Plan,
shall be determined each year as follows:
MAXIMUM BANK MATCHING CONTRIBUTION UNDER THE THRIFT
PLAN less ALLOWED BANK MATCHING CONTRIBUTION IN THE
33% (i.e., tax savings loss) times THE DIFFERENCE OF THE
FOLLOWING EMPLOYEE CONTRIBUTION GOALS AND
THE ALLOWABLE EMPLOYEE CONTRIBUTIONS:
W. BREITHAUPT 7%
J. MERZ 8%
R. GALLAUDET 6%
D. LIPPINCOTT 6%
All Others (when applicable) 6%
Members of the Board of Directors are not eligible for any Bank
(b) Except as provided in Section 4.2, a
Participant who terminates employment with the Bank shall be 100%
vested and eligible to receive a benefit under this Plan upon the
completion of five (5) Years of Service.
Participant Accounts shall be 100% vested at
all times. Bank Contribution Accounts shall be vested as
described in 4.1(b).
(c) In accordance with the pertinent provisions
of the Trust, upon a Change of Control, as defined in the Trust,
all Accounts under this Plan shall immediately become 100% vested
and immediately payable to the Participants without reference to
age or retirement as soon as practicable, but in no event more
than 90 days after the Change in Control.
4.2 Benefit at Death
(a) The beneficiary of a Participant who dies
while actively employed by the Bank, shall be entitled to receive
a death benefit payable at the time and in the form set forth in
Article V. The amount of this death benefit shall be equal to
the amount of the Participant's accumulated Account Balances at
the time of death.
(b) The beneficiary of a Participant who dies
after he has begun to receive benefits under this Plan shall
receive any payments remaining under the form of payment elected
by the Participant.
(c) Subject to applicable law, each Participant
shall have the right to file with the Plan Administrator a
written designation of one or more persons as the beneficiary who
shall be entitled to receive any amount payable under the Plan
upon his death. A Participant may, from time to time, revoke or
change such beneficiary designation without the consent of any
prior beneficiary by filing a new designation with the Plan
Administrator. The last such designation received by the Plan
Administrator shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective
unless received by the Plan Administrator prior to the
Participant's death, and in no event shall it be effective as of
a date prior to such receipt.
Notwithstanding anything in this Section 4.2
to the contrary, if no such beneficiary designation is in effect
at the time of a Participant's death, or if no designated
beneficiary survives the Participant, or if such designation
conflicts with applicable law, the amount, if any, payable under
the Plan upon his death shall be made to the Participant's
estate. If the Plan Administrator is in doubt as to the right of
any person to receive any amount, the Plan Administrator may
retain such amount, which shall continue to accrue interest,
until the rights thereto are determined, or the Plan
Administrator may pay such amount into any court of appropriate
jurisdiction, and such payment shall be a complete discharge of
the liability of the Plan, the Bank and the Plan Administrator
ARTICLE V: PAYMENT OF BENEFITS
5.1 Time of Payment
A Payment of a Participant's Bank and
Participation Account benefits under this Plan shall begin on the
later of: (1) the first day of the month following the earlier of
the Participant's normal retirement on or after age 65, early
retirement on or after age 55 and 15 Years of Service, his Total
and Permanent Disability, Retirement or death; or (2) pursuant to
the schedule established by the Participant's or beneficiary's
election of an Alternative Mode of payment pursuant to Section
5.2, as applied to the pertinent payment-precipitating event.
5.2 Methods of Benefit Payment. A Participant's
benefit shall be paid in the form of a single lump sum
distribution, however, a Participant or beneficiary may elect to
receive benefits payable hereunder in any of the Alternative
Modes available to such Participant, as noted below.
Account Balances may be utilized to provide
actuarially equivalent benefits in the following forms:
(a) Single Life Annuity
(b) Single Life Annuity for Period Certain.
Under a single life annuity for a period certain, payments begin
on the date provided in Article IV and continue until the first
day of the month in which the Participant's death occurs. If the
Participant dies before he has received 60, 120, or 180 payments,
according to whether the Participant has elected a period certain
of 5, 10 or 15 years, respectively, then beginning on the first
day of the month following the month in which the Participant's
death occurs and continuing until the balance of the period
certain payments have been made, payments in an amount equal to
the amount payable to the Participant shall be made to the
Participant's beneficiary. If the Participant's beneficiary dies
before the Participant, following the Participant's death the
Actuarial Equivalent of any balance of payments for the period
certain shall be paid in a single sum to the Participant's
(c) Joint and Survivor Annuity. Under a joint
and survivor annuity, payments begin on the date provided in
Article IV and continue until the first day of the month in which
the Participant's death occurs. On the first day of the
following month, payments equal to 50%, 66-2/3%, 75% or 100%,
whichever the Participant elects, of the payments made to the
Participant begin to the individual designated by the Participant
as his beneficiary. Such payments to the beneficiary shall end
with the payment on the first day of the month in which the
beneficiary's death occurs.
5.3 Events of Divestiture. Anything herein to the
contrary notwithstanding, if a Participant's employment is
terminated for cause, all Bank Account benefits otherwise payable
hereunder shall be forfeited. All Participant Accounts shall not
be forfeited and shall be distributed upon employee's
termination. For this purpose, termination for cause shall mean
termination of employment by reason of his/her dishonesty,
conviction of a felony, gross neglect of duties, fraud, willful
misconduct or conflict of interest, any of which has resulted or
is likely to result, in substantial and material damage to the
Bank. If, subsequent to termination of employment for other
reasons and prior to the payment of all benefits hereunder, it is
discovered that a Participant engaged in acts of conduct which,
had they been discovered, would have resulted in his/her
termination of employment for cause, his/her employment will be
deemed, for purposes of this plan, to have been terminated for
cause, and all unpaid benefits hereunder shall be forfeited.
ARTICLE VI: GENERAL
6.1 Source of Funds. This plan shall be unfunded and
payment of benefits hereunder shall be made from the general
assets of the Bank. Any such asset which may be set aside,
earmarked or identified as being intended for the provision of
benefits hereunder shall remain assets of the Bank and shall be a
general creditor of the Bank to the extent of the value of
his/her benefit accrued hereunder, but he/she shall have no
right, title or interest in any specific asset that the Bank may
set aside or designate as intended to be applied to the payment
of benefits under this program.
6.2 Amendment and Termination. The Bank reserves the
right to amend this program at any time and from time to time in
any fashion, and to terminate it at will. However, to the extent
that the Bank has the assets with which to pay such benefits, the
Bank guarantees to the Participant
(and to persons becoming entitled to benefits under this program
by reason of the death of the Participant) the payment of
benefits contemplated hereunder, subject to the terms and
conditions set forth herein.
6.3 Nonalienation of Benefits. None of the benefits
or rights of a Participant or any beneficiary of a Participant
shall be subject to the claim of any creditor, and in particular,
to the fullest extent permitted by law, all such benefits and
rights shall be free from attachment, garnishment or any other
legal or equitable process available to any creditor of the
Participant or his/her beneficiary. Neither the Participant or
his/her beneficiary shall have the right to alienate, anticipate,
commute, pledge, encumber, or assign any of the benefit or
payments which he/she may expect to receive, contingently or
otherwise, under this Plan, except the right to designate a
beneficiary to receive death benefits provided hereunder.
6.4 Applicable Law. This Plan shall supersede any and
all prior plans of similar intent or purpose maintained by the
Bank and shall be construed under the laws of the State of New
Jersey, except to the extent such laws are inconsistent with
Federal law which shall otherwise prevail, if applicable.
IN WITNESS WHEREOF, and as evidence of the adoption of the
foregoing amendment of the program, Trenton Savings Bank has
caused the same to be executed by its duly authorized officers
and its corporate seal to be affixed this 23rd day of November,
/s/ Joseph G. Merz By: /s/ Wendell T. Breithaupt
TRENTON SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN