Exhibit 10.1
FIRST AMENDMENT OF THE
DIRECTOR DEFERRED COMPENSATION
MASTER AGREEMENT
This First Amendment ("Amendment"), dated as of the 15th day of February,
2005, hereby amends the Director Deferred Compensation Master Agreement
effective November 1, 1993 (the "Agreement") of River Valley Financial Bank
(formerly Madison First Federal Savings and Loan Association).
A. Freezing of the Agreement as of December 31, 2004.
With respect to all benefits vested and earned as of December 31, 2004, by
Directors of River Valley Financial Bank (the "Association") participating in
the Agreement on that date, those benefits shall be governed by the terms of the
Agreement in effect on December 31, 2004.
B. Amendment of the Agreement Effective January 1, 2005.
With respect to all benefits vested or earned on and after January 1, 2005,
by Directors of the Association participating in the Agreement on and after
January 1, 2005, those benefits shall be governed by the terms of the Agreement
in effect on December 31, 2004, as amended by the following provisions:
1. Subsection 1.9 shall be amended in its entirety to read as follows:
Section 1.9 "Disability Benefit" means the benefit annuity payable to
the Director following a determination in accordance with Subsection 4.2,
that he is disabled as provided in that Subsection.
2. A new Subsection 1.14 shall be amended to read in its entirety as
follows:
Section 1.14 "Financial Hardship" means a severe financial hardship to
the Director resulting from an illness or accident of the Director, the
Director's spouse, or a dependent (as defined in Section 152(a) of the
Internal Revenue Code of 1986, as amended (the "Code")) of the Director,
loss of the Director's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Director.
3. Subsection 1.15 shall be amended to read in its entirety as follows:
Section 1.15 "Financial Hardship Benefit" means a withdrawal or
withdrawals of an amount or amounts attributable to a Financial Hardship;
provided, however that, consistent with regulations of the Internal Revenue
Service, amounts distributed with respect to a Financial Hardship may not
exceed the amounts necessary to satisfy such emergency plus amounts
necessary to pay taxes reasonably anticipated as a result of the
distribution of benefits after taking into account the extent to which such
Financial Hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Director's
assets (to the extent the liquidation of such assets would not itself cause
a Financial Hardship).
4. A new Subsection 1.21 shall be added to read as follows:
Section 1.21 "Joinder Agreement" shall mean an agreement in the form
of Exhibit A hereto which shall be completed and signed as of the Effective
Date or, as to Directors who elect to participate in this Agreement after
the Effective Date, by completing and signing such Joinder Agreement no
later than the December 31st preceding the January 1st as of which the
deferral of fees hereunder shall be effective. A director may change the
amount of fees deferred hereunder provided such change is made before the
end of the year prior to the year in which the revised deferral is to be
effective. Changes in the Payout Period and Benefit Age must be in writing,
at least twelve (12) months prior to the date of the first scheduled
payment and shall not be effective earlier than twelve (12) months after
the modification is made. In addition, such modification shall extend the
deferral period for a period of at least five additional years from the
date the distribution was scheduled to begin prior to such change.
5. A new Subsection 1.22 shall be added to read as follows:
Section 1.22. "Change in Control" shall mean a change in the ownership
or effective control of the Association, or in the ownership of a
substantial portion of the assets of the Association, as shall be
prescribed by regulations adopted by the Internal Revenue Service under
Section 409A(a)(2)(v) of the Internal Revenue Code of 1986, as amended.
6. Subsection 4.2 shall be amended to read in its entirety as follows:
Section 4.2 Disability Benefit. Notwithstanding any other provision
hereof, if requested by the Director and approved by the Board, the
Director shall be entitled to receive the Disability Benefit hereunder, in
any case in which it is determined by a duly licensed physician selected by
the Association, that the Director has a medically determinable physical or
mental impairment which can be expected to result in death or to last for a
continuous period of not less than 12 months and which (1) renders Director
unable to engage in any substantial gainful activity or (2) entitles
Director to income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the
Association. If the Director's service is terminated pursuant to this
paragraph and Board approval is obtained, the Director shall begin
receiving the Disability Benefit annuity in lieu of any Deferred
Compensation Benefit which is not available prior to the Director's Benefit
Eligibility Date. The annuity shall begin not more than thirty (30) days
following the above-mentioned disability determination. The amount of the
monthly benefit shall be the annuitized value of
the Director's Elective Contribution Account, measured upon such
determination and payable over the Payout Period. The Interest Factor shall
be used to annuitize the Elective Contribution Account. In the event the
Director dies while receiving payments pursuant to this Subsection, or
after becoming eligible for such payments but before the actual
commencement of such payments, his Beneficiary shall be entitled to receive
those benefits provided for in Subsection 5.l(a) or 5.2(a) and the
Disability Benefits provided for in this Subsection shall terminate upon
the Director's death.
7. A new Section 4.5 shall be added to read as follows:
Section 4.5 Change in Control. If a Change in Control occurs prior to
the Director's Benefit Eligibility Date and either Director's service as a
director of the Association terminates in connection with such Change in
Control or the Association directs that such payment be made to Director in
connection with the Change in Control, Director shall be paid his Accrued
Benefit hereunder in one lump sum within 30 days following his termination
of service or the Change in Control, as applicable.
8. The last sentence of Section 11.5 shall be amended to read in its
entirety as follows:
To the extent permitted under Section 409A of the Code, in the event the
Beneficiary has a liability hereunder, the Beneficiary may petition the
Association for a lump sum payment in an amount not to exceed the
Beneficiary's liability hereunder.
9. A new Section 11.12 shall be added to read in its entirety as follows:
Section 11.12 Reference to Controlled Group. With respect to any
benefit payable as a result of termination of or separation from
employment, termination of or separation from employment shall be
determined by reference to the Association and all members of any
controlled group (determined under Section 414(b) of the Code) or trades or
businesses under common control (determined under Section 414(c) of the
Code) that includes the Association.
10. A new Section 11.13 shall be added to read in its entirety as follows:
Section 11.13. Restrictions on Payment to Key Employees. To the extent
the Director is a "key employee" (as defined in Section 416(i) of the Code
determined without regard to paragraph (5) thereof) of a corporation whose
stock is publicly traded on an established securities market or otherwise,
within the meaning of Section 409A(a)(2)(B)(i) of the Code, no distribution
of benefits may commence before the date which is six months after the
Director's date of separation from service (or, if earlier, the date of the
Director's death).
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
RIVER VALLEY FINANCIAL BANK
By: /s/ Matthew P. Forrester
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Matthew P. Forrester, President
Accepted and Consented to:
/s/ Matthew P. Forrester /s/ Charles J. McKay
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Matthew P. Forrester Charles J. McKay
/s/ Michael J. Hensley /s/ Lonnie D. Collins
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Michael J. Hensley Lonnie D. Collins
/s/ Frederick W. Koehler
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Frederick W. Koehler
Exhibit A Joinder Agreement
DIRECTORS' DEFERRAL PLAN
DEFERRAL AND DISTRIBUTION ELECTION FORM
Name of Plan: River Valley Financial Bank Director Deferred Compensation
Agreement
Please complete the following accurately with a ballpoint pen: print clearly.
The information you provide should be current as of the date the form is
completed. All participants who have fulfilled the eligibility requirements to
participate in the plan must complete all sections of the form.
SECTION I. - General Information (Please complete and review and correct any information as needed.)
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Last Name First Name MI Sex (M or F)
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Social Security Number Date of Birth Employee # Date of Hire
(mmddyy) (if applicable) (mmddyy)
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Home phone Work phone
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Street Address
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Mailing Address
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City State Zip
SECTION II. - Deferral Election (Check Yes & fill in % or check No)
__________ Yes, I want to make pre-tax deferral contributions to the Plan. I
authorize the Bank to deduct the following percentage (no more
than 100%) of my compensation from each paycheck and to credit
that amount to pre-tax deferral portion of my Account:
Fee/Salary (if applicable)
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Bonus (if applicable)
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Other
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__________ No, I do not wish to contribute to the Plan at this time.
SECTION III. - Distribution Election
I hereby designate a one time election to have any distribution of the balance
in my Deferred Compensation Account paid to me in installments as designated
below:
one hundred twenty (120) equal monthly installments.
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SECTION IV. - Authorization
I authorize the Bank to effect the elections specified on this Deferral,
Investment and Distribution Election form. Any modification or revocation of
this Distribution Election as elected by the participant in the signed written
statement must be in writing at least twelve (12) months prior to the date of
the first scheduled payment and shall not be effective earlier than twelve (12)
months after the modification is made. Additionally, such modification shall
extend the deferral period for a period of at least five (5) additional years
from the date the distribution was scheduled to begin. I understand that my
elections will remain in effect until I submit a change according to the
provisions of the Plan.
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Participant Date