ROMA FEDERAL SAVINGS BANK
FORM OF PHANTOM STOCK APPRECIATION RIGHTS AGREEMENT
MULTIPLE ALLOCATION ANNUAL PAY SCENARIO
THIS AGREEMENT is made this __th day of ________, 2002, by and between ROMA
FEDERAL SAVINGS BANK, a nationally-chartered savings association, located in
Trenton, New Jersey (the "Bank"), and (_____________) (the "Executive").
INTRODUCTION
To encourage the Executive to remain employed with the Bank and to provide
the Executive with an incentive benefit, the Bank is willing to provide an
opportunity to the Executive to share in the appreciation of Phantom Stock of
the Bank. According to the terms of this Agreement, the Bank will provide one or
more Phantom Stock Allocations to a Phantom Stock Appreciation Rights ("Phantom
SAR's") Account, and determine the appreciation on the Phantom Stock
Allocation(s) on an annual basis through December 31st, 2012. Upon the
occurrence of various triggering events, the Bank will pay the value of the
Phantom SAR's Account in cash from its general assets.
AGREEMENT
The Executive and the Bank agree as follows:
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:
1.1 "Account Balance" means the undistributed value of the Executive's
Phantom SAR's Account at any given point in time.
1.2 "Capital Account" means the net value of the Bank's retained earnings
determined from the consolidated financial statements according to Generally
Accepted Accounting Principles ("GAAP"), excluding any market value adjustments
determined under Statement of Financial Accounting Standards Number 115.
1.3 "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 50% 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 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
company 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 company 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.
(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
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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
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.
1.4 "Code" means the Internal Revenue Code of 1986, as amended.
1.5 "Current Price Per Share" means the Capital Account divided by
11,400,000 total outstanding Phantom Stock shares at the end of each Plan Year.
If there are Extraordinary Items as defined in Section 3.1.3, the total
outstanding Phantom SAR shares shall be adjusted accordingly.
1.6 "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 that is paid by the Bank, 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.
1.7 "Early Termination" means that the Executive, prior to January 1st,
2013 or the date the Executive reaches age 65 (the "Normal Benefit Date"), has
terminated employment with the Bank for reasons other than Termination for Cause
(see Section 7.2), Disability, death or following a Change in Control.
1.8 "Effective Date" means the effective date of this Agreement, November
1st, 2002.
1.9 "Normal Benefit Date" means the earlier of (1) the close of business
December 31st, 2012 or (2) the Executive's Termination of Employment on or after
age 65.
1.10 "Phantom Stock" means the hypothetical number of shares of the Bank's
common stock that would be issued at an initial price of $10.00 per share. The
Phantom Stock is used solely as a measurement tool; no Bank stock will be
purchased, sold, registered, or issued in connection with this Agreement. The
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Executive will only be entitled to cash, and not stock in lieu of cash. The
Executive will not receive any stock or stock rights by virtue of this
Agreement.
1.11 "Plan Year" means the calendar year. However, the initial Plan Year
shall commence November 1st, 2002 and end December 31st, 2003.
1.12 "Termination of Employment" means the Executive ceases to be employed
by the Bank or any of its subsidiaries for any reason other than an approved
leave of absence.
ARTICLE 2
PHANTOM SAR'S ALLOCATION
The Executive's Phantom Stock Appreciation Rights Account ("Phantom SAR's
Account") shall be established with an allocation of (Initial_Sh) shares of
Phantom Stock as of the Effective Date of this Agreement (the "Phantom Stock
Allocation") at a price of $10.00 per share. In addition, the Executive may be
allocated additional shares of Phantom Stock at the discretion of the Board
based on the Executive's performance. The awarding of additional shares is at
the sole and absolute discretion of the Board of Directors whose determination
shall be final.
ARTICLE 3
PHANTOM SAR'S ACCOUNT
3.1 Establishing and Crediting. The Bank shall establish a Phantom SAR's
Account on its books for the Executive. The value of the Phantom SAR's Account
is determined as follows:
3.1.1 Valuation for Plan Years 1 Through 10. On the last day of each
Plan Year 1 through 10, the value of the Phantom SAR's Account is
determined by multiplying the Phantom SAR's Allocation by the difference
between the Total Phantom Stock Value and the Total Phantom Stock Basis, as
defined below.
(a) "Total Phantom Stock Value" is the Executive's total number
of shares of Phantom Stock multiplied by the Current Price Per Share;
(b) "Total Phantom Stock Basis" is the sum of the shares issued
at each award date multiplied by the Current Price Per Share at the
most recently completed Plan Year prior to the date of issue.
An example of the calculation of a Phantom SAR's Account Balance is as
follows:
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ASSUMPTIONS RESULTS
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(A) Initial Phantom SAR's Allocation 1,000
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(B) Initial Price Per Share $10.00
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(C) Capital Account at the Measurement Date $124,000,000
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(D) Total Outstanding Phantom Shares 11,400,000
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(E) Current Price Per Share $10.88
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(F) Phantom Price Appreciation = (E) minus (B) $0.88
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(G) Phantom SAR's Account Value = (A) times (F) $880
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3.1.2 Interest on Phantom SAR's Account Balance. Unless otherwise
specified in this Agreement, no interest shall be credited to the Phantom
SAR's Account during Plan Years 1 through 10.
3.1.3 Extraordinary Items. In the event of the Bank's merger with a
mutual institution, conversion to a stock company or other material change
in the Bank's total capitalization that occurs after the establishment by
the Bank of the Executive's Phantom SAR's Account, the number of
outstanding Phantom SAR shares subject to this Agreement shall be adjusted
accordingly.
3.2 Statement of Accounts. The Bank shall provide to the Executive, within
90 days following the end of each Plan Year this Agreement is in effect, a
statement setting forth the Phantom SAR's Account Balance, stating the number of
Phantom Stock shares and detailing the calculation of the value of the
Executive's Phantom SAR Account.
3.3 Accounting Device Only. The Phantom SAR's Account is solely a device
for measuring amounts to be paid under this Agreement. The Phantom SAR's Account
is not a trust fund of any kind. The Executive is a general unsecured creditor
of the Bank for the payment of benefits. The benefits represent the mere Bank
promise to pay such benefits. The Executive's rights are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.
ARTICLE 4
BENEFIT PAYMENTS
4.1 Benefit at Normal Benefit Date. If the Executive reaches the Normal
Benefit Date while in continuous employment with the Bank, the Bank shall pay to
the Executive the benefit described in this Section 4.1 in lieu of any other
benefit under this Agreement. However, if there has been a Change in Control
prior to the Normal Benefit Date, the Executive's benefits shall be determined
pursuant to Section 4.3.
4.1.1 Amount of Benefit. The benefit under this Section 4.1 is the
value of the Phantom SAR's Account at the Normal Benefit Date.
4.1.2 Payment of Benefit. The benefit will be in the form elected by
the Executive in Exhibit 1.
4.2 Early Termination Benefit. Upon Early Termination, the Bank shall pay
to the Executive the benefit described in this Section 4.2 in lieu of any other
benefit under this Agreement.
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4.2.1 Amount of Benefit. The benefit amount under this Section 4.2
is the value of the Phantom SAR's Account for the Plan Year ended
immediately prior to the Executive's Termination of Employment,
multiplied by the Vesting Percentage pursuant to the following vesting
schedule:
PLAN YEARS COMPLETED VESTING PERCENTAGE
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Less than 1 0%
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1 10%
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2 20%
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3 30%
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4 40%
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5 50%
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6 60%
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7 70%
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8 80%
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9 90%
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10 100%
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4.2.2 Full Vesting at Age 65. Notwithstanding the vesting
schedule in Section 4.2.1, the Executive will become 100 percent at
age 65 if the Executive reaches age 65 prior to Plan Year 10, provided
the Executive remains in continuous employment with the Bank until age
65.
4.2.3 Payment of Benefit. Upon Early Termination, the Bank shall
pay the benefit to the Executive in a lump sum within 90 days after
the earlier of: (1) the end of Plan Year 10 or (2) the date the
Executive reaches age 65. No additional earnings shall be credited to
the Account after Termination of Employment.
4.3 Change in Control Benefit. If the Executive is employed by the Bank at
the date a Change in Control occurs, the Bank shall pay to the Executive one of
the benefits described in this Section 4.3 in lieu of any other benefit under
this Agreement.
4.3.1 Amount of Benefit. The benefit amount under this Section
4.3.1 is the greater of: (a) the value of the Executive's Phantom
SAR's Account determined in accordance with Section 3.1; or (b) the
Executive's Phantom SAR's Allocation multiplied by the difference
between the actual price per share and the Initial Price Per Share.
The measurement date shall be the earlier of: (a) the Executive's
Termination of Employment or (b) the Executive's Normal Benefit Date.
The Executive shall be considered to be 100 percent vested even if the
Executive has not completed 10 Plan Years.
4.3.2 Payment of Benefit. The Bank shall pay the benefit as
described in Exhibit 1, commencing within 90 days of the earlier of:
(a) the Executive's Termination of Employment or (b) the Executive's
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Normal Benefit Date. The benefit shall be paid in the form elected in
Exhibit 1.
4.4 Disability Benefit. Upon Termination of Employment due to Disability
prior to the Normal Benefit Date, the Bank shall pay to the Executive the
benefit described in this Section 4.4 in lieu of any other benefit under this
Agreement.
4.4.1 Amount of Benefit. The benefit amount under this Section
4.4 is the value of the Phantom SAR's Account for the Plan Year ended
immediately prior to termination. The Executive shall be considered to
be 100 percent vested even if the Executive has not completed 10 Plan
Years at the date of termination due to Disability.
4.4.2 Payment of Benefit. The Bank shall pay the benefit to the
Executive as specified in Exhibit 1, commencing within 90 days of the
date of termination due to Disability.
ARTICLE 5
DEATH BENEFITS
5.1 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 5.1 in lieu of any other benefit under this
Agreement.
5.1.1 Amount of Benefit. The benefit in this Section 5.1 is the
greater of: (a) the value of the Phantom SAR's Account for the Plan
Year ended immediately prior to the Executive's death; or (b)
$(Payout Bal).
5.1.2 Payment of Benefit. The Bank shall pay the benefit to the
Executive's designated beneficiary as elected in Exhibit 1, commencing
within 90 days of the Executive's death.
5.2 Death During Benefit Period. If the Executive dies after 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 Death After Termination of Employment But Before Payment of Benefit
Commences. If the Executive is entitled to a benefit under this Agreement, but
dies prior to the payment of said benefit, the Bank shall pay the same benefit
payment to the Executive's beneficiary that the Executive was entitled to prior
to death except that the benefit payment shall be paid in a lump sum within 90
days of the Executive's death.
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ARTICLE 6
BENEFICIARIES
6.1 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.
6.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, 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, incompetent
person or incapable person. The Bank may require proof of incompetency, 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 7
GENERAL LIMITATIONS
7.1 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.
7.2 Termination for Cause. Notwithstanding any provision of this Agreement
to the contrary, the Bank shall not pay any benefit under this Agreement if the
Bank terminates the Executive's employment for:
(a) Gross negligence or gross neglect of duties;
(b) Commission of a felony or of a gross misdemeanor involving moral
turpitude; or
(c) Fraud, disloyalty, dishonesty or willful violation of any law or
significant Bank policy committed in connection with the Executive's
employment and resulting in an adverse effect on the Bank.
7.3 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
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appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act.
7.4 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.
7.4.1 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 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
or 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
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(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.
7.4.2 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 7.4.1 hereof are reasonable,
in terms of scope, duration, geographic area, and otherwise, (ii) the
protections afforded the Bank in Section 7.4.1 hereof are necessary to
protect its legitimate business interest, (iii) the restrictions set
forth in Section 7.4.1 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.
7.4.3 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 covenant to the maximum
extent permitted under the law as to area, breadth and duration.
7.4.4 Change in Control. The non-compete provision detailed in
Section 7.4.1 hereof shall not be enforceable following a Change in
Control.
7.5 Suicide or Misstatement. The Bank shall not pay any benefit under this
Agreement if the Executive commits suicide within two years after the date of
this Agreement, or if the Executive has made any material misstatement of fact
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on any application for life insurance purchased by the Bank.
ARTICLE 8
CLAIMS AND REVIEW PROCEDURES
8.1 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:
8.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Bank a written claim for the benefits.
8.1.2 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 its decision.
8.1.3 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:
8.1.3.1 The specific reasons for the denial,
8.1.3.2 A reference to the specific provisions of the Agreement
on which the denial is based,
8.1.3.3 A description of any additional information or material
necessary for the claimant to perfect the claim and an explanation of
why it is needed,
8.1.3.4 An explanation of the Agreement's review procedures and
the time limits applicable to such procedures, and
8.1.3.5 A statement of the claimant's right to bring a civil
action under ERISA Section 502(a) following an adverse benefit
determination on review.
8.2 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:
8.2.1 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.
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8.2.2 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.
8.2.3 Considerations 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.
8.2.4 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.
8.2.5 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:
8.2.5.1 The specific reasons for the denial,
8.2.5.2 A reference to the specific provisions of the Plan on
which the denial is based,
8.2.5.3 A statement that the claimant is entitled to receive
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
8.2.5.4 A statement of the claimant's right to bring a civil
action under ERISA Section 502(a).
ARTICLE 9
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement
signed by the Bank and the Executive.
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ARTICLE 10
MISCELLANEOUS
10.1 Binding Effect. This Agreement shall bind the Executive and the Bank,
and their beneficiaries, survivors, executors, successors, administrators and
transferees.
10.2 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.
10.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
10.4 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 under
this Agreement. Upon the occurrence of such event, the term "Bank" as used in
this Agreement shall be deemed to refer to the successor or survivor company.
10.5 Tax Withholding. The Bank shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.
10.6 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.
10.7 Unfunded Arrangement. The Executive and beneficiary are general
unsecured creditors of the Bank for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Bank to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Bank to which the Executive and beneficiary have no preferred or
secured claim.
10.8 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.
10.9 Administration. The Bank shall have powers which are necessary to
administer this Agreement, including but not limited to:
(a) Interpreting the provisions of the Agreement;
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(b) Establishing and revising the method of accounting for the
Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.
10.10 Named Fiduciary. The Bank shall be the named fiduciary and plan
administrator under this Agreement. It may delegate to others certain aspects of
the management and operational responsibilities including the employment of
advisors and the delegation of ministerial duties to qualified individuals.
IN WITNESS WHEREOF, the Executive and the Bank have signed this Agreement.
EXECUTIVE ROMA FEDERAL SAVINGS BANK
____________________________ By _________________________________
Executive
Title ______________________________
Date: ______________________ Date: _____________________________
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EXHIBIT 1
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FORM OF BENEFIT ELECTION
ROMA FEDERAL SAVINGS BANK
PHANTOM STOCK APPRECIATION RIGHTS AGREEMENT
I elect to receive benefits under the Agreement in the following form
(initial appropriate box):
4.1.2 NORMAL BENEFIT
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___ The Bank shall pay the benefit to the Executive in 24 equal monthly
installments commencing within 90 days following the Executive's Normal
Benefit Date. 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
of December 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 in 60 equal monthly
installments commencing within 90 days following the Executive's Normal
Benefit Date. 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
of December 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 in 120 equal monthly
installments commencing within 90 days following the Executive's Normal
Benefit Date. 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
of December immediately prior to commencement of benefit payments. The 10
Year Treasury Rate used for this purpose shall not be less than 4.00%.
4.3.2 CHANGE IN CONTROL BENEFIT
-------------------------
___ The Bank shall pay the benefit to the Executive in a LUMP SUM within 90
days of the earlier of: (a) the Executive's Termination of Employment or
(b) the Executive's Normal Benefit Date.
___ The Bank shall pay the benefit to the Executive in 24 equal monthly
installments commencing within 90 of the earlier of: (a) the Executive's
Termination of Employment or (b) the Executive's Normal Benefit Date. 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 of December
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 in 60 equal monthly
installments commencing within 90 days of the earlier of: (a) the
Executive's Termination of Employment or (b) the Executive's Normal
Benefit Date. 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
of December immediately prior to commencement of benefit payments. The 10
Year Treasury Rate used for this purpose shall not be less than 4.00%.
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___ The Bank shall pay the benefit to the Executive in 120 equal monthly
installments commencing within 90 days of the earlier of: (a) the
Executive's Termination of Employment or (b) the Executive's Normal
Benefit Date. 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
of December immediately prior to commencement of benefit payments. The 10
Year Treasury Rate used for this purpose shall not be less than 4.00%.
4.4.2 DISABILITY BENEFIT
------------------
___ The Bank shall pay the benefit to the Executive in 24 equal monthly
installments commencing within 90 of the date of the Executive's
termination due to Disability. 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 of December 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 in 60 equal monthly
installments commencing within 90 days of the date of the Executive's
termination due to Disability. 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 of December 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 in 120 equal monthly
installments commencing within 90 days of the date of the Executive's
termination due to Disability. 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 of December immediately prior to commencement of
benefit payments. The 10 Year Treasury Rate used for this purpose shall
not be less than 4.00%.
5.1.2 DEATH DURING ACTIVE SERVICE
---------------------------
___ The Bank shall pay the benefit to the Executive's designated beneficiary
in a LUMP SUM commencing within 90 days of the date of the Executive's
death.
___ The Bank shall pay the benefit to the Executive's designated beneficiary
in 24 equal monthly installments commencing within 90 of the date of the
Executive's death. 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
of December 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 commencing within 90 days of the date of
the Executive's death. 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 of December 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 commencing within 90 days of the date
of the Executive's death. 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 of December immediately prior to commencement of benefit
payments. The 10 Year Treasury Rate used for this purpose shall not be
less than 4.00%.
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SIGNATURE __________________________
DATE _______________________________
Received by the Bank this ________ day of ___________________, 200_.
By _________________________________
Title ______________________________
17
BENEFICIARY DESIGNATION
ROMA FEDERAL SAVINGS BANK
PHANTOM STOCK APPRECIATION RIGHTS AGREEMENT
(FNAME) (LNAME)
I designate the following as beneficiary of any death benefits under this
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 and our marriage is subsequently dissolved.
Signature ______________________________
Date __________________________________
Accepted by the Bank this ______ day of _________________, 200_.
By ____________________________________
Title _________________________________
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