Exhibit 10.2
ASB FINANCIAL CORP.
SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN
EFFECTIVE OCTOBER 6, 2004
[NAME OF PARTICIPANT]
PARTICIPATION AGREEMENT
You must complete all parts of this Participation Agreement (including the
signature portion) before you may participate in the ASB Financial Corp.
Supplemental Employee Retirement Plan ("Plan").
Also, you may use another copy of this Participation Agreement to change
elections you have made (subject to the rules described below). If you are
changing an election, complete only the portion of the Participation
Agreement that affects the change you are making and also complete Part
5.00 (which always must be completed whenever you submit this form) and
sign the completed form.
1.00 The Plan
There are several things you should know about the Plan.
First, ASB Financial Corp. ("ASB") adopted the Plan to help supplement your
retirement income. Generally, this is how the Plan works:
* The Internal Revenue Code limits the benefit that you may earn
under ASB's qualified retirement plans. Although these limits
change periodically, ASB believes that they always will affect
your benefit. Because you are a valued employee, ASB wanted to
ensure that you receive an adequate retirement benefit through
a combination of your Plan benefit and your benefits under
ASB's tax qualified programs, Social Security and any other
retirement benefits ASB might provide in future. The amount of
the benefit you may earn under the Plan and the general
conditions you must satisfy to receive this benefit are
described in Part 3.00 of this Participation Agreement.
* The amount you earn under the Plan is not included in your
taxable income until it is paid to you.
* However, the full value of your vested Plan benefit normally
will be subject to FICA/FUTA taxes when you terminate
employment.
* You may not roll your Plan account to an individual retirement
account or to a tax-qualified plan.
Caution: This is only a general description of the Plan; you should read
the attached copy of the Plan to be sure that you understand the effect of
participating in the Plan. And, you might want to discuss the Plan with
your tax and financial adviser.
Second, this Plan is not a tax-qualified retirement plan and is largely
exempt from the Employee Retirement Income Security Act of 1974, as
amended. Among other things, this means that Plan assets are not held in a
separate trust. Instead, the value of your Plan benefit is recorded as a
liability against ASB's assets and is subject to the claims of ASB's
creditors.
Third, there are some terms used in this Participation Agreement that are
defined only in the attached copy of the Plan. Please read the Plan
carefully to ensure [1] you understand the meaning of these important terms
and how they affect your Plan benefit and [2] you fully understand what you
must do to earn a Plan benefit.
Fourth, before you may become a Plan participant, you must complete:
* Part 3.00 of this Participation Agreement, if you want your
Plan benefit to begin at a date other than the Normal Payment
Date;
* Part 4.00 of this Participation Agreement, to specify the
person (your "Beneficiary") who is to receive any death
benefits due under the Plan; and
* Part 5.00 of this Participation Agreement, to acknowledge that
you accept and agree to the Plan terms.
Finally, if you have questions about the Plan, please contact the Committee
at the address shown below.
2.00 Your Plan Benefit
This part of this Participation Agreement describes how ASB will calculate
your Plan benefit.
Unfortunately, ASB cannot calculate the amount of your Plan benefit now.
This is because the Plan benefit depends on factors (such as your
compensation) that will change between now and when your benefit is
payable). However, we do know the formula that will be applied to
calculate your Plan benefit.
Under this formula, if you continue to participate in the Plan until you
reach age 62, you will receive a monthly Plan benefit equal to one-twelfth
of the greater of [i] $_____________ or [ii][A] _____ percent of your Final
Compensation (as defined in the Plan) minus[B] the value of other
retirement benefits ASB provides. Now these other retirement benefits are:
* The value of your account balance in the ASB Financial Corp.
Employee Stock Ownership Plan and our Code Section 401(k) Plan
at your Normal Retirement Date, although other tax-qualified or
nonqualified retirement plans may be adopted and the ESOP may
be changed); and
* The value of one-half of your Social Security benefit at your
Normal Retirement Date (the portion provided through ASB's
contributions to the Social Security Administration).
[THE FOLLOWING VESTING SCHEDULE TO BE INCLUDED IF THE PARTICIPANT IS UNDER
THE AGE OF 45]
[Also, your Plan benefit is subject to a vesting schedule. Under this
schedule, your Plan benefit will vest (i.e., become nonforfeitable) as
described in the following table:
Age at Termination Vesting Percentage
Younger than 40 0%
At least age 40 but younger than 45 50%
Age 45 and older 100%]
However, a smaller benefit will be paid if you terminate employment before
you reach your Normal Retirement Date.
Also:
* If you die before you terminate employment your Beneficiary
will receive a lump sum cash payment equal to 125 percent of
the value of your Plan benefit at the time of your death.
* If you become disabled (as defined in the Plan) before you
terminate employment, you will receive a benefit equal to the
value of your Plan benefit as of the date you become disabled.
* If ASB undergoes a change in control (as defined in the Plan),
and you terminate employment for good reason (as defined in the
plan) with 6 months before or 12 months of the date of the
change in control or if you are involuntarily terminated within
the same period, [1] your Plan benefit will be fully vested,
[2] you Plan benefit will be calculated as if you were two
years older than your actual age on your termination date and
as if your compensation was ten percent higher than it actually
is at your termination date and [3] your Plan benefit will be
distributed as soon as administratively possible after you
terminate.
3.00 How and When Your Plan Benefit is to be Paid
This section of this Participation Agreement describes how and when your
Plan benefit will be paid (assuming you satisfy all conditions described in
this Participation Agreement and in the Plan) and how you may choose to
receive your Plan benefit at a different time than the Plan's normal
payment date.
3.01 How Your Plan Benefit Normally Is Paid
The Plan provides that your benefit will be paid in 180 monthly payments.
However, if you die before receiving 180 monthly payments, monthly payments
in the same amount will continue to your beneficiary until you and your
beneficiary have received a total of 180 monthly payments. But, if you die
after receiving 180 monthly payments, no further amount will be paid to
your beneficiary. This is called the "Normal Form".
Example 1: Assume that you die after receiving 120 monthly payments
from the Plan. Monthly payments in the same amount will continue for
another 60 months to your beneficiary.
Example 2: Assume that you die after receiving 180 monthly payments
from the Plan. At that time (i.e., after you have received a total
of 180 monthly payments), Plan benefits will end and no further
amount will be paid to your Beneficiary.
3.02 When Your Plan Benefit Normally Are Paid
The Plan provides that your benefit will begin as soon as administratively
possible after you die or become Disabled or after the later of the date
[1] you reach age 62 or [2] you terminate employment (e.g., if you
terminate at age 65, your benefits will be begin at age 65, when you
terminate, not age 62). This is called the "Normal Payment Date".
If you want your Plan benefits to begin at the Normal Payment Date you are
not required to do anything more.
However, you may elect to receive your Plan benefits at a later date but
you may not elect to receive your Plan benefits earlier than the Normal
Payment Date.
Under current law, you may elect a later payment date now or later (but no
election may be made fewer than 12 months before you terminate employment).
Also, under current law, you may change your mind about when you want your
benefits paid (e.g., you might elect to have benefits paid at the later of
age 70 or your termination date but later decide you want your Plan
benefits to begin at your Normal Payment Date), although no change will be
allowed that is made fewer than 12 months before you terminate employment .
However, these rules may change under currently proposed legislation and
your ability to elect a later payment date (or to change when your Plan
benefits will begin) may be more limited than under current law.
Complete the following if you want to receive your Plan benefit at a date
later than the Normal Payment Date and also specify when you want Plan
benefits to being; if you want to receive your Plan benefit on the Normal
Payment Date, do not complete this portion :
_____ Subject to the terms of the Plan and recognizing that my
ability to change this election is limited (and may become more
limited), I elect to receive my Plan benefits beginning as soon as
administratively possible after I reach age _________ (insert age,
which must be later than age 62 or, if later, when you terminate
employment).
Complete the following (and Part 5.00) if you earlier elected to receive
your Plan benefit at a date later than the Normal Payment Date and now want
to receive your Plan benefit at a different time:
_____ Subject to the terms of the Plan and recognizing that my
ability to change this election is limited (and may become more
limited), I revoke my earlier election to have my Plan benefit begin
at a date later than the Normal Payment Date and instead elect to
have Plan benefits begin as soon as administratively possible after
the later of the date you terminate employment or:
_____ On the Normal Payment Date; or
_____ When I reach age _____ (insert age, which must be later than
age 62).
4.00 Beneficiary Designation
The Plan provides some benefits if you die (these are also described in the
Plan). These death benefits will be paid to the person you designate below
or, if you make no designation below, as provided in the Plan. Also, you
may change your beneficiary designation at any time by completing this part
(and Part 5.00) on another copy of this Participation Agreement and
returning that completed form to the Committee at the address shown below.
I designate _________________________ as my Beneficiary to receive any Plan
benefit due under this Agreement after my death. If my designated
Beneficiary does not survive me, I designate _____________________________
as my contingent beneficiary. I understand that the only way that I can
change my Beneficiary or contingent beneficiary under this Participation
Agreement is to complete another copy of this part of the Participation
Agreement and delivering that new Participation Agreement to the Committee.
5.00 Acknowledgement and Signature
You must complete this portion of this Participation Agreement by signing
below before you can become a Plan participant. Also, any change you make
to any of the elections you have made in this Participation Agreement will
not be effective unless also you reexecute this Part 5.00.
By signing this Participation Agreement, I acknowledge, on my own
behalf and on behalf of my Beneficiary and my heirs and assigns, that
[1] I have received a copy of the Plan and understand the terms and
conditions it imposes on my participation and right to receive
payments from the Plan, [2] I understand that the Plan is largely
exempt from the Employee Retirement Income Security Act of 1974, as
amended, [3] I understand that the Plan is unfunded (and its assets
are not held in a separate trust) and is maintained primarily for the
purpose of providing deferred compensation to a select group of
management or highly compensated employees (as defined in the
Employee Retirement Income Security Act of 1974, as amended), [4] I
understand that any disputes relating to the Plan must be resolved
through procedures described in the Plan, [5] I have no right or
claim to receive Plan benefits than as specifically described in the
Plan and [6] I am solely responsible for ensuring that the
Committee's files contain my current mailing address and that of my
Beneficiary.
I. Name: __________________________
Soc. Sec. No.: ____________________________________________________________
Date of Birth: ____________________________________________________________
Address: __________________________________________________________________
___________________________________________________________________________
Sign and return this form to the Committee at the address shown below
_____________________________ ____________________________________
Date Signature
Return this signed form to the Committee using the following address:
ASB Financial Corp. Supplemental Employee Retirement Plan Committee
_______________________________________________
_______________________________________________
_______________________________________________
Received by Committee on: _____________________
By: ___________________________________________