PENN FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE LIFE INSURANCE PLAN
PENN FEDERAL SAVINGS BANK
SUPPLEMENTAL EXECUTIVE LIFE INSURANCE PLAN
EFFECTIVE MARCH 1, 2003
Purpose
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The purpose of the Plan is to provide supplemental life insurance benefits
to a select group of employees who contribute materially to the continued
growth, development and future business success of Penn Federal Savings Bank and
its Affiliates.
ARTICLE I
Definitions
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For purposes of the Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:
"Affiliates" shall mean any entity that, directly or indirectly, through
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one or more intermediaries, controls, is controlled by, or is under common
control with the Company.
"Beneficiary" shall mean one or more persons, estates or other entities,
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designated in accordance with Article 6, that are entitled to receive
benefits under the Plan upon the death of a Participant.
"Beneficiary Designation Form" shall mean the form established from time to
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time by the Committee that a Participant completes, signs and returns to
the Committee to designate one or more Beneficiaries.
"Board" shall mean the board of directors of the Company.
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"Change in Control" shall have the same meaning as under Section 280G of
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the Code and the regulations thereunder. The time at which a Change in
Control occurs also shall be determined under Section 280G of the Code and
the regulations thereunder.
"Claimant" shall have the meaning set forth in Section 9.1.
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"Code" shall mean the Internal Revenue Code 1986, as it may be amended from
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time to time.
"Committee" shall mean the committee described in Article 8.
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"Company" shall mean Penn Federal Savings Bank.
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"Compensation" shall mean the annual salary relating to services performed
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by a Participant for the Company and its Affiliates during the calendar
year preceding the calendar year in which the Participant experiences a
Termination of Employment (whether or not paid or included on the Federal
Income Tax Form W-2 for such calendar year), excluding bonuses of any type
or nature, fringe benefits, stock options, other stock based compensation,
relocation expenses, non-monetary awards, and automobile and other
allowances paid to a Participant for employment services rendered (whether
or not such allowances are included in the Participant's gross income).
Compensation shall be calculated before reduction for compensation
voluntarily deferred or contributed by the Participant pursuant to all
qualified or non-qualified plans of the Company and its Affiliates
and shall be calculated to include amounts not otherwise included in the
Participant's gross income; provided, however, that all such amounts will
be included in compensation only to the extent that, had there been no such
plan, the amount would have been payable in cash to the Participant.
"Employee" shall mean a person who is classified as an employee of the
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Company or its Affiliates and holds the position of Senior Vice President
or higher as of the date of his Termination of Employment.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
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it may be amended from time to time.
"Holding Company shall mean PennFed Financial Services, Inc.
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"Life Insurance Benefit" shall be an amount equal to one times the
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Participant's Compensation.
"Participant" shall mean any Employee who is selected to participate in the
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Plan by the Committee and who satisfies the provisions of Article II.
"Plan" shall mean this Supplemental Executive Life Insurance Plan, which
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shall be evidenced by this instrument, as may be amended from time to time.
"Plan Year" shall have the same meaning as the fiscal year of the Company.
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"Qualified Termination of Employment" shall mean a Participant's
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Termination of Employment, other than on account of a Termination for
Cause, after the Participant has completed 10 Years of Service.
"Termination for Cause" or "Terminated for Cause" shall mean the
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involuntary termination of service of a Participant on account of
dishonesty, incompetence, willful misconduct, breach of a fiduciary duty
involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule, or regulation (excluding violations
which do not have a material adverse affect on the Company) or final
cease-and-desist order. The Committee shall have sole discretion to
determine whether a Termination for Cause has occurred.
"Termination of Employment" shall mean the severing of employment with the
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Company and its Affiliates (including on account of the Participant's
death), other than on account of Termination for Cause.
"Years of Service" shall mean the total number of Plan Years (or fraction
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thereof determined on a months basis) that the Participant has been
employed on a full time basis by the Company or an Affiliate. If a
Participant is authorized by the Company or its Affiliates for any reason
to take a leave of absence from employment with the Company or its
Affiliates, such Participant shall continue to be considered employed by
the Company during such leave of absence (and therefore not to have
experienced a Termination of Employment) and service during the leave of
absence shall be credited for purposes of determining the Participant's
Years of Service.
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ARTICLE 2
Selection, Enrollment, Eligibility
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2.1 Selection by Committee. Participation in the Plan shall be limited to
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Employees who are within a select group of management and highly
compensated Employees, as determined by the Committee in its sole
discretion from time to time.
2.2 Enrollment Requirements. As a condition to participation, each selected
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Employee shall complete, execute and return to the Committee such documents
and information as the Committee requires. In addition, the Committee may
prescribe such other enrollment requirements as it determines in its sole
discretion are necessary or appropriate.
2.3 Termination of Participation. If the Committee determines in good faith
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that a Participant no longer qualifies as a member of a select group of
management or highly compensated employees, as membership in such group is
determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA, the Committee shall have the right, in its sole discretion to
terminate the Participant's participation herein.
ARTICLE 3
Life Insurance Benefit
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Subject to, and limited by, all of the provisions of this Plan, a
Participant's Beneficiary shall, upon the death of the Participant after the
Participant has experienced a Qualified Termination of Employment, receive the
Participant's Life Insurance Benefit (reduced by any required tax withholdings).
The Life Insurance Benefit shall be paid to the Participant's Beneficiary within
120 days following the date of the Participant's death.
ARTICLE 4
Funding
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The Company's and its Affiliate's obligations under the Plan shall be an
unfunded and unsecured promise to pay. The Company and its Affiliates shall not
be obligated under any circumstances to fund in advance its obligations under
the Plan, and when the benefit amount is paid it shall be expensed out of the
general assets of the Company and its Affiliates. Notwithstanding the foregoing,
the Company and its Affiliates may, at its sole option, or by agreement,
informally fund its obligations under the Plan in whole or in part, provided,
however, that in no event shall such informal funding be construed to create any
trust fund, escrow account or other security for any Participant with respect to
the payment of any benefit under the Plan, other than as permitted by Internal
Revenue Service and Department of Labor rules and regulations for unfunded
welfare benefit plans.
ARTICLE 5
Regulatory Provisions
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The obligations of the Company to a Participant under the Plan are subject
to the following restrictions:
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5.1 Termination for Cause. If a Participant's service as an Employee is
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Terminated for Cause, no benefits shall be paid to him or his Beneficiaries
under the Plan. If after the Participant's Termination of Employment it is
subsequently determined that he was Terminated for Cause, then he shall no
longer be entitled to a Life Insurance Benefit. If the Participant has died
and the Life Insurance Benefit has been paid, then the recipient(s) of the
Life Insurance Benefits shall be obligated to return to the Company the
cumulative amount of the Life Insurance Benefit previously paid.
5.2 Temporary Suspension or Prohibition. If a Participant is suspended and/or
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temporarily prohibited from participating in the conduct of the Company's
affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal
Deposit Insurance Act ("FDIA"), 12 U.S.C. ss.1818(e)(3) and (g)(1), the
Company's obligations to such Participant under the Plan shall be suspended
as of the date of service of such notice, unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Company may in
its discretion reinstate in whole or in part the Life Insurance Benefit.
5.3 Permanent Suspension or Prohibition. If a Participant is removed and/or
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permanently prohibited from participating in the conduct of the Company's
affairs by an order issued under Section 8(e)(4) or (g)(1) of the FDIA, 12
U.S.C. ss.1818(e)(4) and (g)(1), all obligations of the Company to such
Participant under the Plan shall terminate as of the effective date of the
order.
5.4 Default. If the Company is in default (as defined in Section 3(x)(1) of the
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FDIA), all obligations of the Company to Participants and Beneficiaries
under the Plan shall terminate as of the date of default.
5.5 Termination by Regulators. All obligations of the Company to Participants
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and Beneficiaries under the Plan shall be terminated, except to the extent
determined that continuation of the Plan is necessary for the continued
operation of the Company: (i) by the Director of the Office of Thrift
Supervision (the "OTS Director") or his designee, at the time the Federal
Deposit Insurance Corporation enters into an agreement to provide
assistance to or on behalf of the Company under the authority contained in
Section 13(c) of the FDIA; or (ii) by the OTS Director or his designee, at
the time the OTS Director or his designee approves a supervisory merger to
resolve problems related to operation of the Company or when the Company is
determined by the OTS Director to be in an unsafe or unsound condition.
5.6 Other Regulatory Restrictions on Payment. Notwithstanding anything herein
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to the contrary, (1) any payments made by the Company under the Plan shall
be subject to and conditioned upon compliance with 12 U.S.C. ss.1828(k) and
any regulations promulgated thereunder and (2) payments contemplated to be
made by the Company under the Plan shall not be immediately payable to the
extent such payments are barred or prohibited by an action or order issued
by the Federal Deposit Insurance Corporation.
ARTICLE 6
Beneficiary Designation
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6.1 Beneficiary. Each Participant shall have the right, at any time, to
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designate his Beneficiary(ies) (both primary as well as contingent) to
receive any benefits payable under the Plan upon the death of the
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Participant. The Beneficiary designated under the Plan may be the same as
or different from the Beneficiary designated under any other plan of the
Company or its Affiliates in which the Participant participates.
6.2 Beneficiary Designation: Change; Spousal Consent. A Participant shall
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designate his Beneficiary by completing and signing the Beneficiary
Designation Form and returning it to the Committee. A Participant shall
have the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the
Committee's rules and procedures, as in effect from time to time. If the
Participant names someone other than his spouse as a Beneficiary, a spousal
consent, in the form designated by the Committee, must be signed by that
Participant's spouse and returned to the Committee. Upon the acceptance by
the Committee of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled. The Committee shall be
entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his death.
6.3 Acknowledgment. No designation or change in designation of a Beneficiary
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shall be effective until received and acknowledged in writing by the
Committee.
6.4 No Beneficiary Designation. If a Participant fails to designate a
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Beneficiary as provided in Sections 6.1, 6.2 and 6.3 above or, if all
designated Beneficiaries predecease a Participant or die prior to complete
distribution of the Participant's benefits, then a Participant's designated
Beneficiary shall be deemed to be his surviving spouse. If a Participant
has no surviving spouse, the benefits remaining under the Plan to be paid
to a Beneficiary shall be payable to the Participant's estate.
6.5 Doubt as to Beneficiary. If the Committee has any doubt as to the proper
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Beneficiary to receive payments pursuant to the Plan, the Committee shall
have the right, exercisable in its discretion, to cause the Company and its
Affiliates to withhold such payments until this matter is resolved to the
Committee's satisfaction.
6.6 Discharge of Obligations. The payment of benefits under the Plan to a
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Beneficiary shall fully and completely discharge the Company and its
Affiliates and the Committee from all further obligations under the Plan
with respect to the Participant.
ARTICLE 7
Termination, Amendment or Modification
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7.1 Termination. The Company reserves the right to terminate its sponsorship of
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the Plan at any time prior to occurrence of a Change in Control, with
respect to any or all of its Participants, by action of the Board. Upon
termination of sponsorship of the Plan by the Company prior to occurrence
of a Change in Control, no further Life Insurance Benefits shall be
provided, other than with respect to a Participant whose death occurs prior
to the termination of the Plan. The Plan may not be terminated on or after
the occurrence of a Change in Control.
7.2 Amendment. The Company may, at any time, amend or modify the Plan in whole
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or in part by action of the Board; provided, however, that the amendment of
the Plan shall not adversely affect the Life Insurance Benefit of a
Participant whose death occurs prior to the effective date of the amendment
or modification.
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ARTICLE 8
Administration
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8.1 Committee Duties. The Plan shall be administered by a Committee which shall
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consist of the Board, or such committee as the Board shall appoint. Members
of the Committee may be Participants under the Plan. The Committee shall
also have the discretion and authority to (i) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of the
Plan and (ii) decide or resolve any and all questions including
interpretations of the Plan, as may arise in connection with the Plan. Any
individual on the Committee who is a Participant shall not vote or act on
any matter relating solely to himself. When making a determination or
calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Company.
8.2 Agents. In the administration of the Plan, the Committee may, from time to
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time, employ agents and delegate to them such administrative duties as it
sees fit (including acting through a duly appointed representative) and may
from time to time consult with counsel who may be counsel to the Company
and its Affiliates.
8.3 Binding Effect of Decisions. The decision or action of the Committee with
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respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules
and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan.
8.4 Indemnity of Committee. The Company shall indemnify and hold harmless the
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members of the Committee, and any person to whom the duties of the
Committee may be delegated, against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with
respect to the Plan, except in the case of gross misconduct by the
Committee or any of its members or any such delegate.
8.5 Information. To enable the Committee to perform its functions, the Company
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and its Affiliates shall supply full and timely information to the
Committee as the Committee may reasonably request.
ARTICLE 9
Claims Procedures
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9.1 Presentation of Claim. Any Participant or Beneficiary (referred to herein
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as a "Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant
from the Plan. If such a claim relates to the contents of a notice received
by the Claimant, the claim must be made within 60 days after such notice
was received by the Claimant. All other claims must be made within 180 days
of the date on which the event that caused the claim to arise occurred. The
claim must state with particularity the determination desired by the
Claimant.
9.2 Notification of Decision. The Committee shall consider a Claimant's claim
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within a reasonable time, and shall notify the Claimant in writing:
(a) that the Claimant's requested determination has been made, and that
the claim has been allowed in full; or
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(b) that the Committee has reached a conclusion contrary, in whole or in
part, to the Claimant's requested determination, and such notice must
set forth in a manner calculated to be understood by the Claimant:
(i) the specific reason(s) for the denial of the claim, or any part
of it;
(ii) specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;
(iii)a description of any additional material or information necessary
for the Claimant to perfect the claim, and an explanation of why
such material or information is necessary; and
(iv) an explanation of the claim review procedure set forth in Section
13.3 below.
9.3 Review of a Denied Claim. With 60 days after receiving a notice from the
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Committee that a claim has been denied, in whole or in part, a Claimant (or
the Claimant's duly authorized representative) may file with the Committee
a written request for a review of the denial of the claim. Thereafter, but
not later than 30 days after the review procedure began, the Claimant (or
the Claimant's duly authorized representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Committee, in its sole discretion,
may grant.
9.4 Decision on Review. The Committee shall render its decision on review
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promptly, and not later than 60 days after the filing of a written request
for review of the denial, unless a hearing is held or other special
circumstances require additional time, in which case the Committee's
decision must be rendered within 120 days after such date. Such decision
must be written in a manner calculated to be understood by the Claimant,
and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon which the
decision was based; and
(c) such other matters as the Committee deems relevant.
9.5 Legal Action. A Claimant's compliance with the foregoing provisions of this
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Article 9 is a mandatory prerequisite to a Claimant's right to commence any
legal action with respect to any claim for benefits under the Plan.
ARTICLE 10
Miscellaneous
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10.1 Status of Plan. The Plan is intended to be a welfare plan that "is unfunded
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and is maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees" within the meaning
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of ERISA. The Plan shall be administered and interpreted to the extent
possible in a manner consistent with that intent.
10.2 Unsecured General Creditor. Participants and their beneficiaries, heirs,
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successors and assigns shall have no legal or equitable rights, interests
or claims in any property or assets of the Company or its Affiliates. For
purposes of the payment of benefits under the Plan, any and all assets of
the Company or its Affiliates shall be, and remain the general, unpledged
and unrestricted assets of such entity. The Company's and its Affiliates'
obligation under the Plan shall be merely of an unfunded and unsecured
promise to pay money in the future.
10.3 Liability. The Company's or its Affiliates' liability for the payment of
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benefits shall be defined only by the Plan. The Company or its Affiliates
shall have no obligation to any person except as expressly provided in the
Plan.
10.4 Nonassignability. Neither a Participant nor any other person shall have any
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right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate, alienate or convey in advance of
actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure, attachment, garnishment or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance allowed by a Participant or any other person, be transferable
by operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency or be transferable to a spouse as a result of a
property settlement or otherwise.
10.5 Not a Contract of Employment. The terms and conditions of the Plan,
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including a Participant's Plan Agreement, shall not be deemed to constitute
a contract of employment between the Company or its Affiliates and a
Participant. Nothing in the Plan shall be deemed to give a Participant the
right to be retained in the service of the Company or its Affiliates or to
interfere with the right of the Company or its Affiliates to discipline or
discharge such Participant at any time.
10.6 Furnishing Information. A Participant will cooperate with the Committee by
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furnishing any and all information requested by the Committee and take such
other actions as may be requested in order to facilitate the administration
of the Plan and the payments of benefits hereunder, including but not
limited to, taking such physical examinations as the Committee may deem
necessary.
10.7 Terms. Whenever any words are used herein in the masculine, they shall be
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construed as though they were in the feminine in all cases where they would
so apply; and whenever any words are used herein in the singular or in the
plural, they shall be construed as though they were used in the plural or
the singular, as the case may be, in all cases where they would so apply.
10.8 Captions. The captions of the articles, sections and paragraphs of the Plan
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are for convenience only and shall not control or affect the meaning or
construction of any of its provisions.
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10.9 Governing Law. Subject to ERISA, the provisions of the Plan shall be
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construed and interpreted according to the internal laws of the State of
New Jersey without regard to its conflicts of laws and principles.
10.10 Notice. Any notice or filing required or permitted to be given to the
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Committee under the Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below.
Board of Directors
Penn Federal Savings Bank
622 Eagle Rock Avenue
West Orange, New Jersey 07052-2989
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification. Any notice or filing required or
permitted to be given to a Participant under the Plan shall be sufficient
if in writing and hand-delivered, or sent by mail, to the last known
address of such Participant.
10.11 Successors. The provisions of the Plan shall bind and inure to the benefit
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of the Company or its Affiliates, and their successors and assigns and the
Participant and the Participant's designated Beneficiaries.
10.12 Validity. In case any provision of the Plan shall be illegal or invalid
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for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but the Plan shall be constructed and enforced as
if such illegal or invalid provision had never been inserted herein.
10.13 Incompetent. If the Committee determines in its discretion that a benefit
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under the Plan is to be paid to a minor, a person declared incompetent or
to a person incapable of handling the disposition of that person's
property,the Committee may direct payment of such benefit to the guardian,
legal representative or person having the care and custody of such minor,
incompetent or incapable person. The Committee may require proof of
minority, incompetence, incapacity or guardianship, as it may deem
appropriate prior to distribution of the benefit. Any payment of a benefit
shall be a payment for the account of the Participant, and shall be a
complete discharge of any liability under the Plan for such payment amount
10.14 Court Order. The Committee is authorized to make any payments directed by
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court order in any action in which the Plan or theCommittee has been named
as a party.
10.15 Insurance. The Company or its Affiliates, on its own behalf and in its
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sole discretion, may apply for and procure insurance on the life of any
Participant, in such amounts and in such forms as it may choose. The
Company or its Affiliates, as the case may be, shall be the sole owner and
beneficiary of any such insurance. No Participant shall have any interest
whatsoever in any such policy or policies, and a Participant shall at the
request of the Company submit to medical examinations and supply such
information and execute such documents as may be required by the insurance
company orcompanies to whom the Company or its Affiliates has applied for
insurance.
The Company has signed the Plan as of March 1, 2003.
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PENN FEDERAL SAVINGS BANK
By: ___________________________
Name: ___________________________
Title: __________________________
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