* AMENDED JUNE 12, 2006*
MILLINGTON SAVINGS BANK
MILLINGTON, NEW JERSEY
DIRECTORS CONSULTATION AND RETIREMENT PLAN
AS AMENDED AND RESTATED
WHEREAS, Millington Savings Bank, Millington, New Jersey (the "Savings
Bank") has previously implemented the Millington Savings Bank Directors
Consultation and Retirement Plan (the "Plan"), effective February 10, 1997, and
WHEREAS, certain revisions to the Plan are necessary in order to
conform the Plan to the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended and related regulations and notices promulgated
thereunder ("Code").
NOW THEREFORE, BE IT RESOLVED that the Plan shall be revised, amended
and restated, effective January 1, 2005, as follows:
ARTICLE I
DEFINITIONS
The following words and phrases as used herein shall, for the purpose
of the Plan and any subsequent amendment thereof, have the following meanings
unless a different meaning is plainly required by the content:
"Beneficiary" means the surviving spouse of the Participant (if any) as
of the date of death of such Participant, or in the alternative, the estate of
the Participant. The term Beneficiary shall include the estate of the surviving
spouse. Notwithstanding the foregoing, the Participant may designate a
Beneficiary or Contingent Beneficiaries in writing on forms provided for this
purpose by the Committee, which written designations may be changed from time to
time by similar written notice to the Committee. Such written designations shall
only be effective upon actual delivery to and acknowledgment by the Committee.
References to beneficiaries in the will of a Participant shall not be binding on
the Plan.
"Board" means the Board of Directors of the Savings Bank, as
constituted from time to time, and successors thereto.
"Change in Control" shall mean: (i) a change in ownership of the Bank
under paragraph (a) below, or (ii) a change in effective control of the Bank
under paragraph (b) below, or (iii) a change in the ownership of a substantial
portion of the assets of the Bank under paragraph (c) below:
(a) CHANGE IN THE OWNERSHIP OF THE BANK. A change in the ownership of the Bank
shall occur on the date that any one person, or more than one person acting as a
group (as defined in paragraph (b)), acquires ownership of stock of the
corporation that, together with stock held by such person or group, constitutes
more than 50 percent of the total fair market value or total voting power of the
stock of such corporation. However, if any one person or more than one person
acting as a group, is considered to own more than 50 percent of the total fair
market value or total voting power of the stock of a corporation, the
acquisition of additional stock by the same person or persons is not considered
to cause a change in the ownership of the corporation (or to cause a change in
the effective control of the corporation (within the meaning of paragraph (b)
below). An increase in the percentage of stock owned by any one person, or
persons acting as a group, as a result of a transaction in which the corporation
acquires its stock in exchange for property will be treated as an acquisition of
stock for purposes of this section. This paragraph (a) applies only when there
is a transfer of stock of a corporation (or issuance of stock of a corporation)
and stock in such corporation remains outstanding after the transaction.
(b) CHANGE IN THE EFFECTIVE CONTROL OF THE BANK. A change in the effective
control of the Bank shall occur on the date that either (i) any one person, or
more than one person acting as a group (as determined below), acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the corporation
possessing 35 percent or more of the total voting power of the stock of such
corporation; or (ii) a majority of members of the corporation's board of
directors is replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the members of the corporation's
board of directors prior to the date of the appointment or election, provided
that for purposes of this paragraph (b)(ii), the term corporation refers solely
to a corporation for which no other corporation is a majority shareholder. In
the absence of an event described in paragraph (i) or (ii), a change in the
effective control of a corporation will not have occurred. If any one person, or
more than one person acting as a group, is considered to effectively control a
corporation (within the meaning of this paragraph (b)), the acquisition of
additional control of the corporation by the same person or persons is not
considered to cause a change in the effective control of the corporation (or to
cause a change in the ownership of the corporation within the meaning of
paragraph (a)). Persons will not be considered to be acting as a group solely
because they purchase or own stock of the same corporation at the same time, or
as a result of the same public offering.
(c) CHANGE IN THE OWNERSHIP OF A SUBSTANTIAL PORTION OF THE BANK'S ASSETS. A
change in the ownership of a substantial portion of the Bank's assets shall
occur on the date that any one person, or more than one person acting as a group
(as determined below), acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons)
assets from the corporation that have a total gross fair market value equal to
or more than 40% of the total gross fair market value of all of the assets of
the corporation immediately prior to such acquisition or acquisitions. For this
purpose, gross fair
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market value means the value of the assets of the corporation, or the value of
the assets being disposed of, determined without regard to any liabilities
associated with such assets. There is no Change in Control event under this
paragraph (c) when there is a transfer to an entity that is controlled by the
shareholders of the transferring corporation immediately after the transfer.
(d) Each of the sub-paragraphs (a) through (c) above shall be construed and
interpreted consistent with the requirements of Section 409A of the Code and any
Treasury regulations or other guidance issued thereunder. However, a change in
control shall not be deemed to have occurred as a result of a holding company
reorganization of the Bank and simultaneous acquisition of more than 50% of the
Bank's stock (following the Bank's conversion to stock form) by a parent savings
and loan holding company or bank holding company.
"Code" means the Internal Revenue Code of 1986, as amended, and
regulations and guidance promulgated thereunder.
"Committee" means the Board or the administrative committee as
appointed by the Board pursuant to Section 7.11 herein.
"Department" means the New Jersey Department of Banking.
"Director" means a member of the Board of Directors of the Savings
Bank.
"Disability" means total and permanent disability within the meaning of
the Social Security Act.
"Effective Date" means February 10, 1997 with respect to the initial
effective date of the Plan and January 1, 2005 with respect to the effective
date of this amendment and restatement of the Plan.
"Participant" means a Director serving on or after the Effective Date
and electing to participate in the Plan. A Director's participation in the Plan
shall continue as long as he or she fulfills all the requirements for
participation subject to the right of termination, amendment, and modification
of the Plan set forth herein.
"Plan" means the Millington Savings Bank Directors Consultation and
Retirement Plan, as amended and restated, as set forth herein, and as may be
amended from time to time by the Board.
"Retirement Benefit Amount" means the benefit payable under the Plan in
accordance Section 2.4 herein.
"Retirement Date" means the date of termination of service as a
Director following a Participant's completion of not less than ten (10) years of
service as a Director. Upon death or Disability, a Director shall be deemed to
have terminated service as of such date.
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"Savings Bank" or "Bank" means Millington Savings Bank, Millington, New
Jersey, or any successor thereto.
"Service" means all years of service as a Director of the Savings Bank
and all predecessor (or successor) entities of the Savings Bank, including years
of service prior to the Effective Date. Years of service as a Director need not
be continuous.
"Trust" shall mean any trust agreement entered into on behalf of the
Plan by the Savings Bank for the purpose of holding assets of the Savings Bank
in order to promote the efficient administration of the Plan.
ARTICLE II
BENEFITS
2.1 Retirement. Upon a Participant's termination from service as a
Director on or after his or her Retirement Date whereby such Participant has
completed not less than ten (10) years of service, the Savings Bank shall pay to
the Participant the Retirement Benefit Amount, as described and in the amount
set forth at Article II, Section 2.4. Payment of such Retirement Benefit Amount
shall begin on the first business day of the month immediately following a
Participant's Retirement Date or such later date as specified in the agreement
contained at Schedule A hereto and approved by the Committee, but in no event
shall such payments commence prior to the date that such Participant shall have
attained the minimum age of at least sixty-five (65); provided that any such
later date requested by a Participant shall be requested in writing not less
than one year prior to the Retirement Date and such commencement date shall be
not earlier than five years from the Retirement Date. The payments will continue
to be paid on the first business day of each subsequent month until all
scheduled payments are made to the Participant or the Beneficiary. Except as
provided at Article II, Sections 2.2, 2.3, and 2.5 herein, upon a Participant's
termination from service as a Director of the Savings Bank prior to his or her
Retirement Date, the Savings Bank shall have no financial obligations to the
Participant under the Plan.
2.2 Change in Control.
(a) Benefits payable to a Participant that has
terminated from service as a Director prior to the date of a
Change in Control of the Savings Bank shall nevertheless
remain payable thereafter without regard to such Change in
Control. However, upon a Change in Control, all future
benefits payable pursuant to Sections 2.1, 2.2, 2.3, and 2.5
of the Plan, shall be made in a lump sum payment equal to the
present value of all future benefits payable to such
Participant. The interest rate in effect for a 3 year U.S.
Treasury Note on the date of the lump sum payment shall be
used for purposes of calculating the present value of amounts
payable in accordance with Section 2.4.
4
(b) A Participant that has not terminated from
service as a Director prior to the date of Change in Control
of the Savings Bank shall, as of the date of a Change in
Control, be presumed to have completed not less than twenty
(20) years of service and attained the age of not less than
65, and such Participant shall be eligible to receive the
Retirement Benefit Amount set forth herein at Article II,
Section 2.4 immediately upon termination of service as a
Director following the date of a Change in Control without
regard to the actual years of service or age of such
Participant, if less than that provided herein. Such
Retirement Benefit Amount shall be paid at the election of the
Participant in the form of a lump sum payment equal to the
present value of the Retirement Benefit Amount payable under
Section 2.4 discounted as provided at Section 2.2(a). Payment
of the lump sum amount shall be made to the Participant as
soon as practicable after the Participant's termination from
service following a Change in Control.
2.3 Total and Permanent Disability. In the event of the Disability of a
Participant prior to the Retirement Date, such Participant will be paid the
Retirement Benefit Amount specified at Article II, Section 2.4 based upon the
presumption that such Participant shall have attained at least age 65. For
purposes of benefits accrual, such Participant's years of service shall be
determined based upon the date of certification of his or her Disability;
provided that no benefits shall be payable hereunder if such Participant shall
have completed less than ten (10) years of service as of the date of such
Disability. Payment of such benefits shall begin on the first business day of
the month immediately following the Savings Bank's receipt of a certification of
such Participant's Disability.
5
2.4 Level of Benefit Payments.
(a) A Participant who retires as a Director on or after his or her
Retirement Date and who enters into an agreement with the Savings Bank to be a
consulting director of the Savings Bank (in a form similar to that contained at
Schedule A hereto) shall receive the Retirement Benefit Amount for a period of
120 monthly payments, except as otherwise detailed at Section 2.4(b); The
Retirement Benefit Amount shall be calculated as a percentage of the sum of the
highest monthly Board retainer and monthly Board meeting fee paid by the Bank to
the Participant during the three year period preceding such Participant's
retirement from the Board. Notwithstanding anything herein to the contrary, in
the event that the Participant receives compensation during the three year
period preceding such Participant's retirement for service as the Chairman of
the Board of Directors, such Participant's compensation for purposes of
calculation of the Retirement Benefit Amount shall be determined based upon the
compensation that such Participant received or would have received for service
solely as a Director and shall exclude any additional compensation that such
Participant may have received for service as the Chairman above that which would
have been paid for service solely as a Director.
Years of Service Percentage of
at Retirement Retirement Benefit Amount
------------- -------------------------
10 but less than 15 30%
15 but less than 20 45%
20 or more 60%
(b) Notwithstanding anything herein to the contrary, the Retirement
Benefit Amount shall be payable to a Participant or Beneficiary for an
additional period of 24 months for each additional period of five (5) Years of
Service completed by the Director in excess of twenty (20) Years of Service as
of their actual Retirement Date; (for example, the Retirement Benefit Amount
shall be payable for a period of 144 monthly payments for those Directors who
shall have completed not less than 25 years of service as of their actual
Retirement Date).
2.5 Death of Participant. Upon the death of a Participant who is
receiving benefit payments under the Plan prior to his or her death, the
remaining payments to be made under the Plan (if any) shall be paid to the
Beneficiary, during such Beneficiary's lifetime after the Participant's death.
Upon the death of a Participant who is not receiving benefit payments under the
Plan prior to his or her death who as of the date of death otherwise meets the
requirements of the Plan, regardless of whether he or she meets the minimum age
set forth at Section 2.1, the Savings Bank shall pay to the Beneficiary the
Retirement Benefit Amount set forth at Article II, Section 2.4, during such
Beneficiary's lifetime. If a Beneficiary dies prior to receiving all payments of
the Retirement Benefit Amount, then the remaining monthly payments will be paid
to such Beneficiary's estate, unless the Participant shall have designated
Contingent Beneficiaries in
6
writing on forms provided for this purpose by the Committee, which written
designations may be changed from time to time by similar written notice to the
Committee. Such written designations shall only be effective upon actual
delivery to and acknowledgment by the Committee. References to beneficiaries in
the will of a Participant shall not be binding on the Plan.
2.6 Notice of Retirement. A director electing to participate in the
Plan shall deliver written notice ("Notice") to the Board not less than thirty
(30) days prior to the actual Retirement Date that such Director elects to
participate in the Plan. Such Notice, in a form similar to that contained at
Schedule A hereto, shall specify the date of such retirement from the Board as a
Director and the Participant's availability as a Consulting Director. A
Participant who terminates service as a Director upon death, Disability, or a
Change in Control shall not be required to deliver such Notice in order to be
entitled to receive benefits under the Plan.
2.7 Section 409A Compliance.
(a) Notwithstanding anything herein to the contrary, the Committee shall
make reasonable efforts to administer the Plan and make benefit
payments hereunder in a manner that is not deemed to be contrary to the
requirements set forth at Section 409A of the Code and regulations and
notices promulgated thereunder such that any payments made would result
in the requirement for the recipient of such payments to pay additional
interest and taxes to be imposed in accordance with Section
409A(a)(1)(B) of the Code; provided, however, neither the Bank, nor the
Committee shall have any responsibility to a Participant or Beneficiary
with respect to any tax liabilities that may be applicable to any
payments made by the Plan.
(b) If any provision of the Plan shall be determined to be inconsistent
with the requirements of Section 409A of the Code, then, the Plan shall
be construed, to the maximum extent possible, to give effect to such
provision in a manner consistent with Section 409A of the Code, and if
such construction is not possible, as if such provision had never been
included.
(c) Delay of Payment Commencement to Specified Employees.
Notwithstanding any provision in the Plan to the contrary, if a
Participant is a Specified Employee, such Participant's benefit
payments shall become first payable to him or her as of the first day
of the seventh month next following his or her Retirement Date, or
other termination of service, if and only if such payments, if made
earlier, would result in the recipient of such payments to pay
additional interest and taxes to be imposed in accordance with Section
409A(a)(1)(B) of the Code; provide that such payment delay shall not be
required in the event of the death of a Participant. "Specified
Employee" shall mean a key employee who, at any time during the plan
year, is (i) an officer of the Savings Bank having an annual
compensation greater than $130,000 (as indexed), (ii) a 5-percent owner
of Savings Bank, or (iii) a 1-percent owner of the Savings Bank having
an annual compensation from the Savings Bank greater than $150,000;
provided, however, that this subparagraph shall only be effective if
the stock of the Bank or a parent corporation is publicly traded as set
forth at Section 409A(a)(2)(B)(i).
7
ARTICLE III
INSURANCE/OTHER INVESTMENTS
3.1 Ownership of Insurance. The Savings Bank, in its sole discretion,
may elect to purchase one or more life insurance policies on the lives of
Participants in order to provide funds to the Savings Bank to pay part or all of
the benefits accrued under this Plan. All rights and incidents of ownership in
any life insurance policy that the Savings Bank may purchase insuring the life
of the Participant (including any right to proceeds payable thereunder) shall
belong exclusively to the Savings Bank or its designated Trust, and neither the
Participant, nor any beneficiary or other person claiming under or through him
or her shall have any rights, title or interest in or to any such insurance
policy. The Participant shall not have any power to transfer, assign,
hypothecate or otherwise encumber in advance any of the benefits payable
thereunder, nor shall any benefits be subject to seizure for the benefit of any
debts or judgments, or be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise. Any life insurance policy purchased
pursuant hereto and any proceeds payable thereunder shall remain subject to the
claims of the Savings Bank's general creditors.
3.2 Physical Examination. As a condition of becoming or remaining
covered under this Plan, each Participant, as may be requested by the Savings
Bank from time to time shall take a physical examination by a physician approved
by an insurance carrier. The cost of the examination shall not be borne by the
Participant. The report of such examination shall be transmitted directly from
the physician to the insurance carrier designated by the Savings Bank to
establish certain costs associated with obtaining insurance coverages as may be
deemed necessary under this Plan. Such examination shall remain confidential
among the Participant, the physician and the insurance carrier and shall not be
made available to the Savings Bank in any form or manner.
3.3 Death of Participant. On death of the Participant, the proceeds
derived from such insurance policy, if any, shall be paid to the Savings Bank or
its designated Trust.
ARTICLE IV
TRUST/NON-FUNDED STATUS OF PLAN
4.1 Trust/Non-Funded Status of Plan. Except as may be specifically
provided, nothing contained in this Plan and no action taken pursuant to the
provisions of this Plan shall create or be construed to create a trust of any
kind, or a fiduciary relationship between the Savings Bank and the Participant
or any other person. Any funds which may be invested under the provisions of
this Plan shall continue for all purposes to be a part of the general funds of
the Savings Bank. No person other than the Savings Bank shall by virtue of the
provisions of this Plan have any interest in such funds. The Savings Bank shall
not be under any obligation
8
to use such funds solely to provide benefits hereunder, and no representations
have been made to any Participant that such funds can or will be used only to
provide benefits hereunder. To the extent that any person acquires a right to
receive payments from the Savings Bank under the Plan, such rights shall be no
greater than the right of any unsecured general creditor of the Savings Bank.
In order to facilitate the accumulation of funds necessary to meet the
costs of the Savings Bank under this Plan (including the provision of funds
necessary to pay premiums with respect to any life insurance policies purchased
pursuant to Article III, and to pay benefits to the extent that the cash value
and/or proceeds of any insurance policies are not adequate to make payments to a
Participant or Beneficiary when such payments shall become due under the Plan),
the Savings Bank may enter into a Trust Agreement. The Savings Bank, in its
discretion, may elect to place any life insurance policies purchased pursuant to
Article III into a Trust. In addition, the Board may (in its sole discretion)
place in said Trust such additional amounts as it deems appropriate from time to
time. To the extent that the assets of said Trust and/or the proceeds of any
life insurance policy purchased pursuant to Article III are not sufficient to
pay benefits accrued under this Plan, such payments shall be made from the
general assets of the Savings Bank.
ARTICLE V
VESTING
5.1 Vesting. All benefits under this Plan are deemed non-vested and
forfeitable prior to a Participant meeting the requirements set forth at
Sections 2.1, 2.2, 2.3 and 2.5 herein. All benefits payable hereunder shall be
deemed 100% vested and non-forfeitable by the Participant upon his or her
meeting the requirements set forth at Sections 2.1, 2.2, 2.3 or 2.5 herein. No
benefits shall be deemed payable hereunder for any period prior to the time that
such benefits shall be deemed 100% vested and non-forfeitable.
ARTICLE VI
TERMINATION
6.1 Termination. All the rights of a Participant shall terminate
immediately upon the Participant ceasing to be in the active service of the
Savings Bank prior to the time that benefits payable under the Plan shall be
deemed to be 100% vested and non-forfeitable in accordance with Article V. A
leave of absence approved by the Board shall not constitute a cessation of
service within the meaning of this Section 5.1.
9
ARTICLE VII
GENERAL PROVISIONS
7.1 Other Benefits. Nothing in this Plan shall diminish or impair a
Participant's eligibility, participation or benefit entitlement under any other
benefit, insurance or compensation plan or agreement of the Savings Bank now or
hereinafter in effect.
7.2 No Effect on Employment or Service. This Plan shall not be deemed
to give any Participant or other person in the employ or service of the Savings
Bank any right to be retained in the employment or service of the Savings Bank,
or to interfere with the right of the Savings Bank to terminate any Participant
or such other person at any time and to treat him or her without regard to the
effect which such treatment might have upon him or her as a Participant in this
Plan.
7.3 Legally Binding. The rights, privileges, benefits and obligations
under this Plan are intended to be legal obligations of the Savings Bank and
binding upon the Savings Bank, its successors and assigns.
7.4 Modification. The Savings Bank, by action of the Board of
Directors, reserves the exclusive right to amend, modify, or terminate this
Plan. Any such termination, modification or amendment shall not terminate or
diminish any rights or benefits accrued by any Participant prior thereto without
regard to whether such rights or benefits shall be deemed vested as of such
date. The Savings Bank shall give thirty (30) days notice in writing to any
Participant prior to the effective date of any amendment, modification or
termination of this Plan.
7.5 Arbitration. Any controversy or claim arising out of or relating to
the Plan or the breach thereof shall be settled by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association,
with such arbitration hearing to be held at the offices of the American
Arbitration Association ("AAA") nearest to the home office of the Savings Bank,
unless otherwise mutually agreed to by the Participant and the Savings Bank, and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
10
7.6 Limitation. No rights of any Participant are assignable by any
Participant or Beneficiary, in whole or in part, either by voluntary or
involuntary act or by operation of law. The rights of a Participant or
Beneficiary hereunder are not subject to anticipation, alienation, sale,
transfer, assignment, pledge, hypothecation, encumbrance or garnishment by
creditors of the Participant or Beneficiary. Further, a Participant's rights
under the Plan are not subject to the debts, contracts, liabilities,
engagements, or torts of any Participant. No Participant or Beneficiary shall
have any right under this Plan or right against any assets held or acquired
pursuant thereto other than the rights of a general, unsecured creditor of the
Savings Bank pursuant to the unsecured promise of the Savings Bank to pay the
benefits accrued hereunder in accordance with the terms of this Plan. The
Savings Bank has no obligation under this Plan to fund or otherwise secure its
obligations to render payments hereunder to a Participant or Beneficiary. No
Participant or Beneficiary shall have any discretion in the use, disposition, or
investment of any asset acquired or set aside by the Savings Bank to provide
benefits under this Plan.
7.7 ERISA and IRC Disclaimer. It is intended that the Plan be neither
an "employee welfare benefit plan" nor an "employee pension benefit plan" for
purposes of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Further, it is intended that the Plan will not cause the interest of
a Participant under the Plan to be includable in the gross income of such
Participant prior to the actual receipt of a payment under the Plan for purposes
of the Internal Revenue Code of 1986, as amended ("IRC").
7.8 Regulatory Matters.
(a) The Participant or Beneficiary shall have no right to receive
compensation or other benefits in accordance with the Plan for any period after
termination of service for Just Cause. Termination for "Just Cause" shall
include termination because of the Participant's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order, or material breach of any provision of the Plan.
(b) Notwithstanding anything herein to the contrary, any payments made
to a Participant or Beneficiary pursuant to the Plan shall be subject to and
conditioned upon compliance with 12 USC ss.1828(k) and any regulations
promulgated thereunder.
7.9 Incompetency. If the Savings Bank shall find that any person to
whom any payment is payable under the Plan is deemed unable to care for his or
her personal affairs because of illness or accident, any payment due (unless a
prior claim therefor shall have been made by a duly appointed guardian,
committee or other legal representative) may be paid to the spouse, a child, a
parent, or a brother or sister, or to any person deemed by the Savings Bank to
have incurred expense for such person otherwise entitled to payment, in such
manner and proportions as the Board may determine in its sole discretion. Any
such payments shall constitute a complete discharge of the liabilities of the
Savings Bank under the Plan.
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7.10 Construction. The Committee shall have full power and authority to
interpret, construe and administer this Plan and the Committee's interpretations
and construction thereof, and actions thereunder, shall be binding and
conclusive on all persons for all purposes. Directors of the Savings Bank shall
not be liable to any person for any action taken or omitted in connection with
the interpretation and administration of this Plan unless attributable to his or
her own willful, gross misconduct or lack of good faith.
7.11 Plan Administration. The Board shall administer the Plan;
provided, however, that the Board may appoint an administrative committee (i.e.,
the Committee) to provide administrative services or perform duties required by
this Plan. The Committee shall have only the authority granted to it by the
Board.
7.12 Governing Law. This Plan shall be construed in accordance with and
governed by the laws of the State of New Jersey ("State"), except to the extent
that federal law shall be deemed to apply.
7.13 Successors and Assigns. The Plan shall be binding upon any
successor or successors of the Savings Bank, and unless clearly inapplicable,
reference herein to the Savings Bank shall be deemed to include any successor or
successors of the Savings Bank.
7.14 Sole Agreement. The Plan expresses, embodies, and supersedes all
previous agreements, understandings, and commitments, whether written or oral,
between the Savings Bank and any Participants hereto with respect to the subject
matter hereof.
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IN WITNESS WHEREOF, the Savings Bank has caused the Plan, as amended
and restated, to be executed by its duly authorized officer.
Millington Savings Bank
___________________ By: _______________________________
Date
Title: _______________________________
___________________ _______________________________________
Date Witness
SCHEDULE A
MILLINGTON SAVINGS BANK
MILLINGTON, NEW JERSEY
DIRECTORS' CONSULTATION AND RETIREMENT PLAN
NOTICE OF RETIREMENT AND PARTICIPATION
WHEREAS, the Board of Directors of Millington Savings Bank, Millington,
New Jersey ("Savings Bank") has previously adopted the Millington Savings Bank
Directors Consultation and Retirement Plan ("Plan"); and
WHEREAS, upon retirement as a Director, I am eligible to elect to
participate in the Plan.
My signature below hereby evidences my request to the Savings Bank of
my election to participate in the Plan, as follows:
1. This election to participate in the Plan is being delivered to
the Savings Bank effective ________________;
2. I hereby resign as a director of the Savings Bank as of
_____________________ ("Retirement Date");
3. Upon retirement from the Board as of the Retirement Date, I shall
be appointed as a Consulting Director to the Savings Bank and
shall be available to advise the Savings Bank from time to time
on business and community relations matters as may be requested;
4. As a Consulting Director, I will not have any specific duties or
responsibilities, except as may be specifically requested from
time to time by the Board;
5. Compensation as a Consulting Director shall be as specified at
Article II of the Plan as a consulting retainer and retirement
benefit;
6. Except as otherwise detailed by me in writing previously
delivered to the Bank, any benefits payable in accordance with
the Plan on or after my death shall be payable to my spouse if
then living and the estate of my spouse thereafter, if
applicable. If my spouse should predecease me, then upon my
death, all benefit payments shall be payable to my estate;
7. I hereby request that benefit payments shall commence as of the
first business day of the calendar month immediately following my
Retirement Date or such later date that may be elected in
accordance with the Plan; provided that any such later date
requested by a Participant shall be requested in writing not less
than one year prior to the Retirement Date and such commencement
date shall be not earlier than five years from the Retirement
Date. I hereby request that benefit payments shall commence as of
________________ (but in no event prior to my attaintment of age
65).
8. I understand that the above listed items constitute the only
benefits that shall be delivered to me as a Participant in the
Plan as further detailed in the Plan.
Entered into on such date as noted below:
Accepted: _________________________________________ _______________
Retiring Director Date
Accepted: _________________________________________ _______________
For the Savings Bank Date