ROMA FEDERAL SAVINGS BANK
FORM OF SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
THIS AGREEMENT is made effective the __ day of ________, 2002 (the
"Effective Date"), by and between Roma Federal Savings Bank (the "Bank"), a
nationally-chartered savings association located in Trenton, New Jersey and
_____________ (the "Executive"), intending to be legally bound hereby.
INTRODUCTION
The purpose of this Agreement is to provide specified benefits to
Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and
future business success of the Bank. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of ERISA.
AGREEMENT
Article 1
Definitions
1.1 Definitions. Whenever used in this Agreement, the following words
and phrases shall have the meanings specified:
1.1.1 "Change in Control" means any of the following:
(A) any person (as such term is used in Sections 13d
and 14d-2 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), other than the Bank, a subsidiary of
the Bank, an employee benefit plan (or related trust) of the
Bank or a direct or indirect subsidiary of the Bank, or
affiliates of the Bank (as defined in Rule 12b-2 under the
Exchange Act), becomes the beneficial owner (as determined
pursuant to Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Bank representing more than
25% of the combined voting power of the Bank's then
outstanding securities (other than a person owning 10% or more
of the voting power of stock on the date hereof); or
(B) the liquidation or dissolution of the Bank or the
occurrence of, or execution of an agreement providing for a
sale of all or substantially all of the assets of the Bank to
an entity which is not a direct or indirect subsidiary of the
Bank; or
(C) the occurrence of, or execution of an agreement
providing for a reorganization, merger, consolidation or other
similar transaction or connected series of transactions of the
1
Bank as a result of which either (a) the Bank does not
survive or (b) pursuant to which shares of the Bank common
stock ("Common Stock") would be converted into cash,
securities or other property, unless, in case of either (a)
or (b), the holders of the Bank Common Stock immediately
prior to such transaction will, following the consummation
of the transaction, beneficially own, directly or
indirectly, more than 50% of the combined voting power of
the then outstanding voting securities entitled to vote
generally in the election of directors of the corporation
surviving, continuing or resulting from such transaction; or
(D) the occurrence of, or execution of an agreement
providing for a reorganization, merger, consolidation or
similar transaction of the Bank, or before any connected
series of such transactions, if upon consummation of such
transaction or transactions, the persons who are members of
the Board of Directors of the Bank immediately before such
transaction or transactions cease or, in the case of the
execution of an agreement for such transaction or
transactions, it is contemplated in such agreement that upon
consummation such persons would cease to constitute a majority
of the Board of Directors of the Bank or, in the case where
the Bank does not survive in such transaction, of the
corporation surviving, continuing or resulting from such
transaction or transactions; or
(E) any other event which is at any time designated
as a "Change in Control" for purposes of this Agreement by a
resolution adopted by the Board of Directors of the Bank with
the affirmative vote of a majority of the non-employee
directors in office at the time the resolution is adopted; in
the event any such resolution is adopted, the Change in
Control event specified thereby shall be deemed incorporated
herein by reference and thereafter may not be amended,
modified or revoked without the written agreement of the
Executive; or
(F) during any period of two consecutive years during
the term of this Agreement, individuals who at the beginning
of such period constitute the Board of Directors of the Bank
cease for any reason to constitute at least a majority
thereof, unless the election of each director who was not a
director at the beginning of such period has been approved in
advance by directors representing at least two- thirds of the
directors then in office who were directors at the beginning
of the period, provided however this provision shall not apply
in the event two-thirds of the Board of Directors at the
beginning of a period no longer are directors due to death,
normal retirement, or other circumstances not related to a
Change in Control.
Notwithstanding anything else to the contrary set forth in this
Agreement, if (i) an agreement is executed by the Bank providing for any of the
transactions or events constituting a Change in Control as defined herein, and
the agreement subsequently expires or is terminated without the transaction or
2
event being consummated, and (ii) Executive's employment did not terminate
during the period after the agreement and prior to such expiration or
termination, for purposes of this Agreement it shall be as though such agreement
was never executed and no Change in Control event shall be deemed to have
occurred as a result of the execution of such agreement.
1.1.2 "Code" means the Internal Revenue Code of 1986, as
amended.
1.1.3 "Disability" means the Executive's suffering a sickness,
accident or injury which has been determined by the carrier of any
individual or group disability insurance policy covering the Executive,
or by the Social Security Administration, to be a disability rendering
the Executive totally and permanently disabled. The Executive must
submit proof to the Bank of the carrier's or Social Security
Administration's determination upon the request of the Bank.
1.1.4 "Early Termination" means the Termination of Employment
before Normal Retirement Age for reasons other than death, Disability,
Termination for Cause or following a Change in Control.
1.1.5 "Normal Retirement Age" means the Executive's ____
birthday.
1.1.6 "Normal Retirement Date" means the later of the Normal
Retirement Age or Termination of Employment.
1.1.7 "Plan Year" means the calendar year. However, the
initial Plan Year shall commence November 1st, 2002 and end December
31st, 2003.
1.1.8 "Termination of Employment" means that the Executive
ceases to be employed by the Bank for any reason whatsoever other than
by reason of a leave of absence, which is approved by the Bank. For
purposes of this Agreement, if there is a dispute over the employment
status of the Executive or the date of the Executive's Termination of
Employment, the Bank shall have the sole and absolute right to decide
the dispute.
Article 2
Lifetime Benefits
2.1 Normal Retirement Benefit. The Bank shall pay to the Executive the
benefit described in this Section 2.1 in lieu of any other benefit under this
Agreement upon Termination of Employment on or after the Normal Retirement Age
for reasons other than death.
3
2.1.1 Amount of Benefit. The annual Normal Retirement Benefit
under this Section 2.1 is $______ (_______________). The Bank may
increase the annual benefit under this Section 2.1 at the sole and
absolute discretion of the Bank's Board of Directors. Any increase in
the annual benefit shall require the recalculation of all the amounts
on Schedule A attached hereto. The annual benefit amounts on Schedule A
are calculated by amortizing the Accrued Benefit using the interest
method of accounting, an 8.00% discount rate, monthly compounding and
monthly payments.
2.1.21 Payment of Benefit. The Bank shall pay the annual
benefit to the Executive in equal monthly installments payable on the
first day of January following the Executive's Normal Retirement Date
and continuing the first of each subsequent month for the 119 months
that follow.
2.1.3 Benefit Increases. Commencing on the first anniversary
of the first benefit payment, and continuing on each subsequent
anniversary, the Bank's Board of Directors, in its sole discretion, may
increase the benefit.
2.2 Early Termination Benefit. Upon Early Termination, the Bank
shall pay to the Executive the benefit described in this Section 2.2
in lieu of any other benefit under this Agreement.
2.2.1 Amount of Benefit. The annual benefit under this Section
2.2 is the Early Termination Annual Benefit set forth in Schedule A for
the Plan Year ended immediately prior to the Early Termination Date.
2.2.2 Payment of Benefit. The Bank shall pay the annual
benefit to the Executive in equal monthly installments commencing
within 90 days after the date of the Executive's Termination of
Employment and continuing the first of each subsequent month for the
119 months that follow.
2.2.3 Benefit Increases. Benefit payments may be increased
as provided in Section 2.1.3.
2.3 Disability Benefit. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Bank shall pay to the Executive
the benefit described in this Section 2.3 in lieu of any other benefit under
this Agreement.
4
2.3.1 Amount of Benefit. The annual benefit under this Section
2.3 is the Disability Benefit amount set forth in Schedule A for the
Plan year ended immediately prior to the date in which Termination of
Employment occurs.
2.3.2 Payment of Benefit. The Bank shall pay the annual
benefit to the Executive in equal monthly installments commencing
within 90 days after the Executive's Termination of Employment and
continuing for 119 additional months.
2.3.3 Benefit Increases. Benefit payments may be increased
as provided in Section 2.1.3.
2.4 Change in Control Benefit. If Executive is in active service at the
time of Change in Control, the Bank shall pay to the Executive the benefit
described in this Section 2.4 in lieu of any other benefit under this Agreement.
2.4.1 Amount of Benefit. The benefit under this Section 2.5 is
the benefit set forth in Schedule A for the Plan Year ended immediately
prior to the Executive's date of Termination of Employment.
2.4.2 Payment of Benefit. The Bank shall pay the annual
benefit to the Executive in equal monthly installments commencing
within 90 days after the Executive's Termination of Employment and
continuing the first of each subsequent month for the 119 months that
follow.
Article 3
Death Benefits
3.1 Death During Active Service. If the Executive dies while in the
active service of the Bank, the Bank shall pay to the Executive's beneficiary
the benefit described in this Section 3.1. This benefit shall be paid in lieu of
the Lifetime Benefits of Article 2.
3.1.1. Amount of Benefit. The annual benefit under this
Section 3.1 is $_____________.
3.1.2. Payment of Benefit. The Bank shall pay the annual
benefit to the beneficiary as elected in Exhibit 1, commencing within
60 days of receipt by the Bank of the Executive's death certificate.
3.2 Death During Benefit Period. If the Executive dies after the
benefit payments have commenced under this Agreement but before receiving all
such payments, the Bank shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
5
3.3 Death Following Termination of Employment But Before Benefits
Commence. If the Executive is entitled to benefits under this Agreement, but
dies prior to receiving said benefits, the Bank shall pay to the Executive's
beneficiary the same benefits, in the same manner, they would have been paid to
the Executive had the Executive survived; however, said benefit payments will
commence within 60 days of receipt by the Bank of the Executive's death
certificate.
Article 4
Beneficiaries
4.1 Beneficiary Designations. The Executive shall designate a
beneficiary by filing a written designation with the Bank. The Executive may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Executive and
accepted by the Bank during the Executive's lifetime. The Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a
person declared incapacitated, or to a person incapable of handling the
disposition of his or her property, the Bank may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incapacitated person or incapable person. The Bank may require proof of
incapacity, minority or guardianship, as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the
Bank from all liability with respect to such benefit.
Article 5
General
5.1 Excess Parachute or Golden Parachute Payment. Notwithstanding any
provision of this Agreement to the contrary, the Bank shall not pay any benefit
under this Agreement to the extent the benefit would be an excess parachute
payment under Section 280G of the Code or would be a prohibited golden parachute
payment pursuant to 12 C.F.R. ss.359.2 and for which the appropriate federal
banking agency has not given written consent to pay pursuant to 12 C.F.R.
ss.359.4. All benefits payable under this Agreement shall also be subject to
limitations or prohibitions imposed by subsequent changes or amendments to the
cited laws and regulations except to the extent that any benefits payable under
this Agreement are grandfathered or otherwise exempt or excluded from the change
or amendment.
5.2 Termination for Cause. Notwithstanding any provision for this
Agreement to the contrary, the Bank shall not pay any benefit under this
Agreement, if the Bank terminates the Executive's employment for cause.
6
Termination of the Executive's employment for "Cause" shall mean termination
because of personal dishonesty, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease-and-desist order or material breach of any
provision of the Agreement. For purpose of this paragraph, no act or failure to
act on the Executive's part shall be considered "willful" unless done or omitted
to be done, by the Executive not in good faith and without reasonable belief
that the Executive's action or omission was in the best interest of the Bank.
5.3 Removal. Notwithstanding any provision of this Agreement to the
contrary, the Bank shall not pay any benefit under this Agreement if the
Executive is subject to a final removal or prohibition order issued by an
appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act ("FDIA").
5.4 Competition after Termination of Employment. The Executive shall
forfeit his right to any further benefits if the Executive, without the prior
written consent of the Bank, violates any one of the following described
restrictive covenants.
5.4.1 Non-compete Provision. The Executive shall not, for the
term of this Agreement and until all benefits have been distributed,
directly or indirectly, either as an individual or as a proprietor,
stockholder, partner, officer, director, employee, agent, consultant or
independent contractor of any individual, partnership, corporation or
other entity (excluding an ownership interest of three percent (3%) or
less in the stock of a publicly traded company):
(i) become employed by, participate in, or be connected in any
manner with the ownership, management, operation or control
of any bank, savings and loan or other similar financial
institution if the Executive's responsibilities will include
providing banking or other financial services within the
twenty- five (25) miles of any office maintained by the Bank
as of the date of the termination of the Executive's
employment; or
(ii) participate in any way in hiring or otherwise engaging, or
assisting any other person or entity in hiring or otherwise
engaging, on a temporary, part-time or permanent basis, any
individual who was employed by the Bank as of the date of
termination of the Executive's employment; or
(iii) assist, advise, or serve in any capacity, representative or
otherwise, any third party in any action against the Bank
or transaction involving the Bank; or
(iv) sell, offer to sell, provide banking or other financial
services, assist any other person in selling or providing
banking or other financial services, or
7
solicit or otherwise compete for, either directly or
indirectly, any orders, contract, or accounts for services
of a kind or nature like or substantially similar to the
financial services performed to financial products sold by
the Bank (the preceding hereinafter referred to as
"Services"), to or from any person or entity from whom the
Executive or the Bank, to the knowledge of the Executive
provided banking or other financial services, sold, offered
to sell or solicited orders, contracts or accounts for
Services during the three (3) year period immediately prior
to the termination of the Executive's employment; or
(v) divulge, disclose, or communicate to others in any manner
whatsoever, any confidential information of the Bank, to the
knowledge of the Executive including, but not limited to,
the names and addresses of customers or prospective
customers, of the Bank, as they may have existed from time
to time, of work performed or services rendered for any
customer, any method and/or procedures relating to projects
or other work developed for the Bank, earnings or other
information concerning the Bank. The restrictions contained
in this subparagraph (v) apply to all information regarding
the Bank, regardless of the source who provided or compiled
such information. Notwithstanding anything to the contrary,
all information referred to herein shall not be disclosed
unless and until it becomes known to the general public from
sources other than the Executive.
5.4.2. Judicial Remedies. In the event of a breach or
threatened breach by the Executive of any provision of these
restrictions, the Executive recognizes the substantial and immediate
harm that a breach or threatened breach will impose upon the Bank, and
further recognizes that in such event monetary damages may be
inadequate to fully protect the Bank. Accordingly, in the event of a
breach or threatened breach of this Agreement, the Executive consents
to the Bank's entitlement to such ex parte, preliminary, interlocutory,
temporary or permanent injunctive, or any other equitable relief,
protecting and fully enforcing the Bank's rights hereunder and
preventing the Executive from further breaching any of his obligations
set forth herein. The Executive expressly waives any requirement, based
on any statute, rule of procedure, or other source, that the Bank post
a bond as a condition of obtaining any of the above-described remedies.
Nothing herein shall be construed as prohibiting the Bank from pursuing
any other remedies available to the Bank at law or in equity for such
breach or threatened breach, including the recovery of damages from the
Executive. The Executive expressly acknowledges and agrees that: (i)
the restrictions set forth in Section 5.4.1 hereof are reasonable, in
terms of scope, duration, geographic area, and otherwise, (ii) the
protections afforded the Bank in Section 5.4.1 hereof are necessary to
protect its legitimate business interest, (iii) the restrictions set
forth in Section 5.4.1 hereof will not be materially adverse to the
Executive's employment with the Bank, and (iv) his agreement to observe
such restrictions forms a material part of the consideration for this
Agreement.
8
5.4.3. Overbreadth of Restrictive Covenant. It is the
intention of the parties that if any restrictive covenant in this
Agreement is determined by a court of competent jurisdiction to be
overly broad, then the court should enforce such restrictive covenants
to the maximum extent permitted under the law as to area, breadth and
duration.
5.4.4. Change in Control. The non-compete provisions detailed
in Section 5.4.1 hereof shall not be enforceable following a Change in
Control.
5.5 Suicide or Misstatement. No benefits shall be payable if the
Executive commits suicide within two years after the date of this Agreement, or
if the insurance company denies coverage for material misstatements of fact made
by the Executive on any application for life insurance purchased by the Bank, or
any other reason; provided, however, that the Bank shall evaluate the reasons
for the denial, and upon advice of legal counsel and in its sole discretion,
consider judicially challenging any denial.
Article 6
Claims and Review Procedures
6.1 Claims Procedure. An Executive or beneficiary ("claimant") who has
not received benefits under the Agreement that he or she believes should be paid
shall make a claim for such benefits as follows:
6.1.1 Initiation - Written Claim. The claimant initiates a
claim by submitting to the Bank a written claim for the benefits.
6.1.2 Timing of Bank Response. The Bank shall respond to such
claimant within 90 days after receiving the claim. If the Bank
determines that special circumstances require additional time for
processing the claim, the Bank can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the
end of the initial 90-day period, that an additional period is
required. The notice of extension must set forth the special
circumstances and the date by which the Bank expects to render their
decision.
6.1.3 Notice of Decision. If the Bank denies part or all of
the claim, the Bank shall notify the claimant in writing of such
denial. The Bank shall write the notification in a manner calculated to
be understood by the claimant. The notification shall set forth:
6.1.3.1 The specific reasons for the denial,
6.1.3.2 A reference to the specific provisions of the
Agreement on which the denial is based,
9
6.1.3.3 A description of any additional information
or material necessary for the claimant to perfect the claim
and an explanation of why it is needed,
6.1.3.4 An explanation of the Agreement's review
procedure and the time limits applicable to such procedures,
and
6.1.3.5 A statement of the claimant's right to bring
a civil action under ERISA Section 502(a) following an adverse
benefit determination on review.
6.2 Review Procedure. If the Bank denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by the Bank
of the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review,
the claimant, within 60 days after receiving the Bank's notice of
denial, must file with the Bank a written request for review.
6.2.2 Additional Submissions - Information Access. The
claimant shall then have the opportunity to submit written comments,
documents, records and other information relating to the claim. The
Bank shall also provide the claimant, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to
the claimant's claim for benefits.
6.2.3 Consideration on Review. In considering the review, the
Bank shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.
6.2.4 Timing of Bank Response. The Bank shall respond in
writing to such claimant within 60 days after receiving the request for
review. If the Bank determines that special circumstances require
additional time for processing the claim, the Bank can extend the
response period by an additional 60 days by notifying the claimant in
writing, prior to the end of the initial 60-day period, that an
additional period is required. The notice of extension must set forth
the special circumstances and the date by which the Bank expects to
render its decision.
6.2.5 Notice of Decision. The Bank shall notify the claimant
in writing of its decision on review. The Bank shall write the
notification in a manner calculated to be understood by the claimant;
the notification shall set forth:
6.2.5.1 The specific reasons for the denial,
6.2.5.2 A reference to the specific provisions of
the Plan on which the denial is based,
10
6.2.5.3 A statement that the claimant is entitled to
receive, upon request and free of charge, reasonable access
to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA
regulations) to the claimant's claim for benefits; and
6.2.5.4 A statement of the claimant's rights to bring
a civil action under ERISA Section 502(a).
Article 7
Amendments and Terminations
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
the Executive and such officer or officers as may be specifically designated by
the Board of Directors of the Bank to sign on their behalf. No waiver by any
party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
Article 8
Miscellaneous
8.1 Administration. The Bank shall have powers, which are necessary to
administer this Agreement, including but not limited to:
8.1.1 Interpreting the provisions of the Agreement;
8.1.2 Establishing and revising the method of accounting for
the Agreement;
8.1.3 Maintaining a record of benefit payments;
8.1.4 Establishing rules and prescribing any forms necessary
or desirable to administer the Agreement; and
8.1.5 Delegate any of the foregoing powers to any person or
persons or committee or committees.
8.2 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of New Jersey, except to the extent preempted
by the laws of the United States of America.
8.3 Binding Effect. This Agreement shall bind the Executive and the
Bank, and their beneficiaries, survivors, executors, administrators and
transferees.
11
8.4 Entire Agreement. This Agreement constitutes the entire agreement
between the Bank and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
8.5 Administrator. The Bank shall be the administrator under this
Agreement. The Bank may delegate to others certain aspects of the management and
operational responsibilities including the service of advisors and the
delegation of ministerial duties to qualified individuals.
8.6 Right of Offset. The Bank shall have the right to offset the
benefits against any unpaid obligation the Executive may have with the Bank.
8.7 No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Bank, nor does it interfere with the Bank's right to discharge
the Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.
8.8 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.9 Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:
To the Bank: Secretary
Roma Federal Savings Bank
000 Xxxxxxxx Xxx
Xxxxxxx, Xxx Xxxxxx 00000
To the Executive:
8.10 Facility of Payment. If the Executive is declared to be
incompetent, or incapable of handling the disposition of his or her property,
the Bank may pay such benefits to the duly appointed guardian, legal
representative or person having the care or custody of the Executive. The Bank
may require proof of incompetence, minority or guardianship as it may deem
appropriate prior to distribution of the benefit. Such distribution shall
completely discharge the Bank from all liability with respect to such benefit.
8.11 Reorganization. The Bank shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm or person unless such succeeding or continuing company,
firm or person agrees to assume and discharge the obligations of the Bank
hereunder.
12
8.12 Tax Withholding. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
8.13 Nature of Obligation. Except as described in Section 2.6, nothing
contained herein shall create or require the Bank to create a trust of any kind
to fund any benefits which may be payable hereunder, and to the extent that the
Executive acquires a right to receive benefits from the Bank hereunder, such
right shall be no greater than the right of any unsecured general creditor of
the Bank.
8.14 Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
8.15 Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
8.16 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
8.17 Regulatory Prohibition. Notwithstanding any other provision of
this Agreement to the contrary, any payments made to the Executive pursuant to
this Agreement or otherwise, are subject to and conditioned upon their
compliance with Section 18(k) of the FDIA (12 U.S.C. ss.1828(k)) and any
regulations promulgated thereunder.
13
IN WITNESS WHEREOF, the Executive and duly authorized officers of the
Bank have signed this Agreement.
EXECUTIVE BANK:
ROMA FEDERAL SAVINGS BANK
By
------------------------------------------ -----------------------
Title Chairman
---------------------
14
BENEFICIARY DESIGNATION
ROMA FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
I, designate the following as beneficiary of any death benefits under the
Supplemental Executive Retirement Agreement:
Primary _______________________________________________________________________
________________________________________________________________________________
Contingent _____________________________________________________________________
________________________________________________________________________________
Note: To name a trust as beneficiary, please provide the name of the trustee(s)
and the exact name and date of the trust agreement.
I understand that I may change these beneficiary designations by filing a new
written designation with the Bank. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.
Signature _____________________________________________
Date _____________________________________________
Accepted by the Bank this day of, 200__.
by ____________________________________________________
Title Chairman
_________________________________________________
15
EXHIBIT 1
---------
FORM OF BENEFIT ELECTION
ROMA FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
I elect to receive benefits under the Agreement in the following form
(initial appropriate box):
3.1.2 Death During Active Service
---------------------------
____ The Bank shall pay the benefit to the Executive's designated
beneficiary in a lump sum.
____ The Bank shall pay the benefit to the Executive's designated
beneficiary in 24 equal monthly installments. The Bank shall credit
interest at an annual rate equal to two percent (2%) above the 10 Year
Treasury Rate. The 10 Year Treasury Rate shall be determined using the
average rate in effect for the month immediately prior to commencement
of benefit payments. The 10 Year Treasury Rate used for this purpose
shall not be less than 4.00%.
____ The Bank shall pay the benefit to the Executive's designated
beneficiary in 60 equal monthly installments. The Bank shall credit
interest at an annual rate equal to two percent (2%) above the 10 Year
Treasury Rate. The 10 Year Treasury Rate shall be determined using the
average rate in effect for the month immediately prior to commencement
of benefit payments. The 10 Year Treasury Rate used for this purpose
shall not be less than 4.00%.
____ The Bank shall pay the benefit to the Executive's designated
beneficiary in 120 equal monthly installments. The Bank shall credit
interest at an annual rate equal to two percent (2%) above the 10 Year
Treasury Rate. The 10 Year Treasury Rate shall be determined using the
average rate in effect for the month immediately prior to commencement
of benefit payments. The 10 Year Treasury Rate used for this purpose
shall not be less than 4.00%.
Signature _________________________________________
Date: _________________________________________
Received by the Bank this day of ____________, 200_.
by ______________________________________________
Title Chairman
_____________________________________________
16
SCHEDULE A
ROMA FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
LIFETIME BENEFITS
Early Change in
Vested Retirement Disability Control
Attained Accrued Vesting Accrued Annual Annual Annual
Date Age Benefit Schedule Benefit Benefit (1) Benefit (1) Benefit (1)
---- --- ------- -------- ------- ----------- ----------- -----------
(1) Payments commence within 90 days of termination of employment and are
payable to the Executive or his/her beneficiary in equal monthly
installments for 10 years. Refer to Section 2.2 for Early Retirement.
Section 2.3 for Disability and Section 2.4 for Change in Control.
17
