Exhibit 10.6
PEOPLES STATE BANK
DEFERRED COMPENSATION PLAN
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TABLE OF CONTENTS
ARTICLE I. DEFINITIONS.................................................... 1
ARTICLE II. ADMINISTRATION................................................ 2
2.01. Administration of the Plan....................................... 2
2.02. Claims Procedure................................................. 2
ARTICLE III. PARTICIPATION................................................ 3
3.01. Eligibility to Participate....................................... 3
3.02. Modification of Participation.................................... 3
3.03. Termination of Participation..................................... 4
ARTICLE IV. DEFERRED COMPENSATION......................................... 4
4.01. Deferral of Bonuses by Officers.................................. 4
4.02. Deferral of Fees by Directors.................................... 4
ARTICLE V. ACCOUNTS AND INVESTMENTS....................................... 4
5.01. Establishment of Accounts........................................ 4
5.02. Allocation of Interest to Accounts............................... 4
5.03. Vesting of Accounts.............................................. 4
5.04. Statement of Accounts............................................ 5
ARTICLE VI. BENEFITS...................................................... 5
6.01. Benefit upon Officer's Normal Retirement, Disability and
Termination of Employment or Director's Cessation of Service as a
Director......................................................... 5
6.02. Method of Payment of Benefits.................................... 5
6.03. Death............................................................ 5
6.04. Commencement of Payments......................................... 5
7.01. Amendment by Board............................................... 6
7.02. Board's Right to Terminate....................................... 6
7.03. Change in Control................................................ 6
7.04. ERISA Compliance................................................. 7
ARTICLE VIII. MISCELLANEOUS............................................... 7
8.01. Unfunded Plan.................................................... 7
PEOPLES STATE BANK
DEFERRED COMPENSATION PLAN
WHEREAS, Peoples State Bank, a Michigan corporation (hereinafter referred
to as the "Bank"), established the Peoples State Bank Deferred Compensation Plan
(hereinafter referred to as the "Plan") for certain Officers and Directors of
the Bank, effective as of July 1, 1995.
WHEREAS, the Bank desires to amend and restate the Plan, effective as of
January 1, 1997.
NOW, THEREFORE, the Bank hereby amends and restates the Plan in its
entirety, effective as of January 1, 1997.
PURPOSE
The purpose of this Plan is to provide a means by which certain Officers
and Directors of the Bank may elect to defer the receipt of certain
compensation.
ARTICLE I. DEFINITIONS
1.01. "Beneficiary" means the individual, trust or estate designated by the
Participant to receive the Participant's benefits after his death on a
Designation of Beneficiary form prescribed by the Committee and filed with the
Bank before the Participant's death. A Participant may revoke, amend or alter
such Beneficiary designation at any time. In the absence of an effective
designation of Beneficiary, or if the Beneficiary does not survive the
Participant, the Participant's benefits shall be paid to the individual in (or
paid in equal shares by right of representation to the individuals in) the first
of the following classes of successive preference Beneficiaries in which there
shall be an individual surviving such Participant: (a) his spouse,(b) his issue;
(c) his parents; or (d) his brothers and sisters and issue thereof. If no such
Beneficiary survives the Participant, the Participant's benefits shall be paid
to the Participant's estate.
1.02. "Bank" means Peoples State Bank, a Michigan corporation, and any
successor, and any organization into which or with which the Bank may merge or
consolidate or to which all or substantially all of the Bank's assets may be
transferred.
1.03. "Board of Directors" or "Board" means the board of directors of
Peoples State Bank.
1.04. "Change in Control" means the time any person or entity acquires 50%
or more of the Bank's outstanding voting stock.
1.05. "Committee" means the Compensation and Benefits Committee appointed
by the Board of Directors to administer the Plan, or any successor thereto.
1.06. "Deferred Benefit" means the benefit payable to, or on behalf of, a
Participant upon his retirement, death, disability, or termination of employment
from the Bank or upon the cessation of service as a Director of the Bank, as
calculated under Article VII hereof.
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1.07. "Deferred Benefit Account" means the account or accounts maintained
on the books of the Bank for each Participant pursuant to Article VI. A
Participant's Deferred Benefit Account shall be utilized solely as a device for
the measurement and determination of the amounts to be paid to the Participant
shall not constitute or be treated as a trust fund of any kind.
1.08. "Director" means a director on the Board of Directors of Peoples
State Bank.
1.09. "Disability" or "Disabled Participant" means a physical or mental
condition of a Participant resulting in his failure to perform the normal duties
of his employment for a consecutive period of 90 days as determined by the
Committee in its sole discretion.
1.10. "Effective Date" means July 1, 1995.
1.11. "Normal Retirement Age" means the time at which a Participant attains
age 65.
1.12. "Officer" means a person employed as an officer of the Bank.
1.13. "Participant" means each individual who is a Director or any
individual who is an Officer designated by the Committee as eligible to
participate in this Plan and who elects to participate by filing a Participation
Agreement, as provided in ARTICLE IV.
1.14. "Participation Agreement" means the agreement filed by a Participant
prior to the beginning of the first period for which the Participant's
compensation is to be deferred pursuant to the Plan.
1.15. "Plan" means the Peoples State Bank Deferred Compensation Plan as set
forth herein and as may be amended from time to time.
1.16. "Plan Year" means the calendar year, except that the first Plan Year
shall be a short Plan Year and shall begin on July 1, 1995, the date this Plan
is executed by the Bank, and shall end on December 31, 1995.
ARTICLE II. ADMINISTRATION
2.01. Administration of the Plan. The Plan shall be administered by the
Committee which shall have full and exclusive power to interpret the Plan, to
determine the amount and manner of any deferrals and payments and to adopt such
rules and regulations as are necessary for its administration. A member of the
Committee who is a Participant shall not vote on any question relating
specifically to himself; and, in the event the remaining members of the
Committee are unable to come to a determination of any question, the same shall
be determined by the Board of Directors. The decisions of the Committee shall be
final and conclusive on all persons and the Committee shall not be subject to
liability thereon. The Committee may delegate specific responsibilities it
assumes under this Plan which are administrative or ministerial in nature by
notifying a delegate as to the duties and responsibilities delegated.
2.02. Claims Procedure. Claims for benefits under the Plan shall be made in
writing to the Committee. If a claim for benefits is wholly or partially denied,
the Committee shall, within
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a reasonable period of time, but not later than 90 days after receipt of the
claim, provide the claimant notice written in a manner calculated to be
understood by the claimant of:
(a) The specific reason or reasons for denial;
(b) Specific reference to the pertinent Plan provisions on which the
denial is based;
(c) 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
(d) Any explanation of the Plan's claim review procedure.
A Participant whose claim for benefits under the Plan has been denied, or his
duly authorized representative, may request a review upon written application to
the Committee, may review pertinent documents, and may submit issues and
comments in writing. The claimant's written request for review must be submitted
to the Committee within 60 days after receipt by the claimant of written
notification of the denial of a claim. A decision by the Committee shall be made
promptly, and not later than 60 days after the Committee's receipt of a request
for review, unless special circumstances require an extension of time for
proceeding, in which case a decision shall be rendered as soon as possible, but
not later than 120 days after receipt of the request for review. The decision on
review shall be in writing and shall include specific reasons for the decision,
specific reference to the pertinent Plan provision on which the decision is
based, and be written in a manner calculated to be understood by the claimant.
ARTICLE III. PARTICIPATION
3.01. Eligibility to Participate. Each Director and any Officer of the Bank
who is designated by the Committee to be eligible to participate shall be
eligible to participate in this Plan. Each such Director or Officer shall become
a Participant in the Plan upon execution of a Participation Agreement in a form
prescribed by the Committee.
Except as provided below, a Participation Agreement must be filed with the
Committee prior to the December 31 immediately preceding the Plan Year in which
the Participant's participation in the Plan will commence. Newly eligible
Participants must file a Participation Agreement within 30 days of eligibility
for deferrals effective at the end of such 30-day period. For the first short
Plan Year, Participants shall execute and file Participation Agreements within
30 days of the date the Bank executes the Plan.
3.02. Modification of Participation. A Participant may not modify his
Participation Agreement to change the amount deferred or the manner of payment,
except with respect to amounts to be earned in subsequent calendar years by
executing a new Participation Agreement prior to the beginning of the calendar
year in which such modification is to become effective. Any such modification
shall have no effect upon amounts deferred or to be deferred through the
effective date of such modification, which shall be payable only in accordance
with the terms of the Participation Agreement and this Plan.
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3.03. Termination of Participation. A Participant may revoke his
Participation Agreement by filing a Notice of Termination of Election on a form
prescribed by the Committee, which shall become effective as of the beginning of
the calendar year following the date such revocation is filed with the
Committee. Thereafter the Participant may again make new deferrals, if he is
then eligible, by executing a new Participation Agreement to defer amounts to be
earned in subsequent years, provided that such Participation Agreement is filed
with the Committee prior to the beginning of the calendar year in which it is to
become effective.
ARTICLE IV. DEFERRED COMPENSATION
4.01. Deferral of Bonuses by Officers. An Officer eligible to participate
may elect to defer all or any portion of the bonus (a "Bonus Deferral Amount")
which he is awarded with respect to any calendar year if (a) for the short Plan
Year, he files his Participation Agreement within 30 days of the date the Bank
executes the Plan and (b) for all subsequent Plan Years, he files his
Participation Agreement on or before December 31 of the Plan Year preceding the
Plan Year with respect to which such Bonus is declared. The amount of such Bonus
to be deferred shall be specified by the Officer in his Participation Agreement.
4.02. Deferral of Fees by Directors. A Director eligible to participate may
elect to defer all or any portion of the Director's fee (a "Director's Fee
Deferral Amount") he is eligible to receive for a Plan Year if (a) for the short
Plan Year, he files his Participation Agreement within 30 days of the date the
Bank executes the Plan and (b) for all subsequent Plan Years, he files his
Participation Agreement on or before December 31 of the Plan Year preceding the
Plan Year with respect to which such Fee is earned and payable. The amount of
such Fee to be deferred shall be specified by the Director in his Participation
Agreement.
ARTICLE V. ACCOUNTS AND INVESTMENTS
5.01. Establishment of Accounts. The Bank shall establish on its books a
Deferred Benefit Account for each Participant which shall consist of a Bonus
Deferral Subaccount and/or a Director's Fee Deferral Subaccount, as applicable.
Upon deferral of any Bonus Deferral Amount, the Bank shall make a memorandum
credit to the Bonus Deferral Subaccount under the Participant's Deferred Benefit
Account to indicate the amount of such deferral and upon deferral of any
Director's Fee Deferral Amount, the Bank shall make a memorandum credit to the
Director's Fee Deferral Subaccount under the Participant's Deferred Benefit
Account to indicate the amount of such deferral.
5.02. Allocation of Interest to Accounts. Interest will be credited to the
Deferred Benefit Account of each Participant as of the first day of each month,
based on the average rate received for the prior month on the Bank's investment
securities, as defined by the Regulatory Call Reports and as reported to the
Board of Directors. Interest will be credited separately to the Participant's
Bonus Deferral Subaccount and/or Director's Fee Deferral Subaccount, as
applicable.
5.03. Vesting of Accounts. A Participant shall at all times be 100% vested
in his Deferred Benefit Account.
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5.04. Statement of Accounts. The Bank shall submit to each Participant,
within 120 days after the close of each Plan Year, a statement in such form as
the Bank deems desirable, setting forth the balance to the credit of the
Participant in the applicable Subaccount or Subaccounts of his Deferred Benefit
Account as of the last day of the preceding Plan Year.
ARTICLE VI. BENEFITS
6.01. Benefit upon Officer's Normal Retirement, Disability and Termination
of Employment or Director's Cessation of Service as a Director. Upon an
Officer's (a) retirement from the Bank after reaching Normal Retirement Age, (b)
Disability, or (c) termination of employment from the Bank, he shall be entitled
to a Deferred Benefit equal to the amount of the Bonus Deferral Subaccount under
his Deferred Benefit Account, determined in accordance with Sections 6.01 and
6.02 as of the first day of the month following the date the Participant is
eligible to receive benefits under this Plan. Upon the cessation of a Director's
service as a Director of the Bank, he shall be entitled to a Deferred Benefit
equal to the amount of the Director's Fee Deferral Subaccount under his Deferred
Benefit Account, determined in accordance with Sections 6.01 and 6.02 as of the
first day of the month following the date the Participant is eligible to receive
benefits under this Plan.
6.02. Method of Payment of Benefits. Deferred Benefits shall be paid to a
Participant in 1 lump sum or in substantially equal annual installments over
such period of time (not to exceed 15 years), as elected by the Participant. The
form of payment for any amounts deferred, shall be as set forth in a 1-time,
irrevocable election made by the Participant on a form to be provided by the
Committee. Such election shall be made prior to the beginning of the first
period for which the Director's Fee Deferral Amount or Bonus Deferral Amount, as
applicable, is to be deferred hereunder. Separate elections with respect to form
of payment shall be made for Director's Fee Deferral Amounts and Bonus Deferral
Amounts, as applicable. If a Participant dies before or after benefit payments
begin, the Participant's Deferred Benefit Account as of the date of his death
shall be distributed, as elected by the Participant under Section 7.03.
6.03. Death. If a Participant dies after the commencement of payment of any
portion of his Deferred Benefit, his Beneficiary shall receive 1 lump sum
payment equal to the sum of the remaining installments of the Participant's
Deferred Benefit. If a Participant dies while employed and prior to receipt of
any portion of any of his Deferred Benefit, the Participant's Beneficiary shall
receive the balance of the Participant's Deferred Benefit Account in 1 lump sum.
6.04. Commencement of Payments.
(a) Bonus Deferral Amounts. The first payment to a Participant from
his Bonus Deferral Subaccount(whether in the form of an installment payment or
as a lump sum payment) shall be made as soon as practicable in January of the
calendar year following the year of an Officer's (i) retirement from the Bank
after reaching Normal Retirement age, (ii) Disability or (iii) termination of
employment. Payment of subsequent installments, if applicable, shall be made as
soon as practicable in January of the year in which such payment is due. The
amount of each installment shall be equal to the quotient obtained by dividing
(i) the amount in the Bonus Deferral Subaccount under the Participant's Deferred
Benefit Account as of January 1 of the
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Plan Year by (ii) the number of installment payments elected by the Participant
minus the number of installment payments previously made on behalf of the
Participant from his Bonus Deferral Subaccount. The balance shall be
appropriately reduced to reflect the installment payments made hereunder. In the
event of death, payment of remaining installments shall be made as soon as
practical in a lump sum. Anything to the contrary herein notwithstanding, the
Committee may require minimum annual installment payments of $1,000.00.
(b) Director's Fee Deferral Amounts. The first payment to a
Participant from his Director's Fee Deferral Subaccount (whether in the form of
an installment payment or as a lump sum payment) shall be made as soon as
practicable in January of the calendar year following the year of his cessation
of service as a Director. Payment of subsequent installments, if applicable,
shall be made as soon as practicable in January of the year in which such
payment is due. The amount of each installment shall be equal to the quotient
obtained by dividing (i) the amount in the Director's Fee Deferral Subaccount
under the Participant's Deferred Benefit Account as of January 1 of the Plan
Year by (ii) the number of installment payments elected by the Participant minus
the number of installment payments previously made on behalf of the Participant
from his Director's Fee Deferral Subaccount. The balance shall be appropriately
reduced to reflect the installment payments made hereunder. In the event of
death, payment of remaining installments shall be made as soon as practical in a
lump sum. Anything to the contrary herein notwithstanding, the Committee may
require minimum annual installment payments of $1,000.00.
ARTICLE VII. AMENDMENT AND TERMINATION OF THE PLAN
7.01. Amendment by Board. The Board may at any time amend the Plan in whole
or in part; provided, however, that, except as provided in Section 8.02, no
amendment shall decrease or restrict any Deferred Benefit Account at the time of
such amendment.
7.02. Board's Right to Terminate. The Board may at any time terminate the
Plan with respect to new elections to defer if, in its judgment, the continuance
of the Plan, the tax, accounting, or other effects thereof, or potential
payments thereunder would not be in the best interests of the Bank. The Board
may also terminate the Plan in its entirety at any time, and upon any such
termination, each Participant (and Beneficiary) who is then receiving a Deferred
Benefit shall be paid the then remaining balance in his Deferred Benefit
Account, as determined by the Bank, in either a lump sum or in substantially
equal annual installments over such period of time as elected by the Bank (not
to exceed the remaining period of time elected by the Participant); and, each
Participant who has not received a payment of his Deferred Benefit shall be paid
the balance in his Deferred Benefit Account, as determined by the Bank, in
either a lump sum or in substantially equal annual installments over such period
of time as elected by the Bank (not to exceed the period of time elected by the
Participant).
7.03. Change in Control. In the event of a Change in Control, the Plan may
be terminated in the sole discretion of the Board of Directors. If the Plan is
not terminated upon a Change in Control, all Participation Agreements filed with
Committee prior to such Change in Control shall remain in effect without
modification.
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7.04. ERISA Compliance. Notwithstanding any provisions of this Article VIII
to the contrary, the Bank may amend or modify the Plan in any respect which
shall be necessary or advisable in order that the benefits provided by the Plan
shall constitute unfunded deferred compensation for a select group of management
or highly compensated employees as described in Sections 201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").
ARTICLE VIII. MISCELLANEOUS
8.01. Unfunded Plan. The undertakings of the Bank herein to each
Participant constitute merely the unsecured promise to make the payments as
provided for herein and it is the Bank's intention that the Plan be unfunded for
tax purposes and for purposes of Title I of ERISA. Neither a Participant nor any
Beneficiary nor any other person shall have, by reason of this Plan, any rights,
title or interest of any kind in or to any property of the Bank, nor any
beneficial interest in any trust which may be established by the Bank in
connection with this Plan. If the Bank transfers any property to a trust in
connection with this Plan such trust shall not be held for the exclusive benefit
of Participants, and any assets held in such trust shall be subject to the
claims of the Bank's general creditors in the event of the Bank's insolvency or
bankruptcy.
IN WITNESS WHEREOF, the Bank, by its officers duly authorized, has executed
this document this _____ day of _____________, 1997.
Attest: PEOPLES STATE BANK
By:
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Its:
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AMENDMENT NO. 1
TO THE
PEOPLES STATE BANK
DEFERRED COMPENSATION PLAN
WHEREAS, Peoples State Bank (the "Company") has established the Peoples
State Bank Deferred Compensation Plan (the "Plan"); and
WHEREAS, the Company has become a wholly owned subsidiary of PSB Group,
Inc., a bank holding company organized under the laws of the State of Michigan
(the "Holding Company"); and
WHEREAS, the Plan permits the deferral of directors' fees by directors of
the Company and the Company wishes to extend the terms of the Plan to directors
of the Holding Company.
NOW THEREFORE, effective as of the date indicated below, the Company the
hereby amends the Plan as follows:
1. Section 2.03 of the Plan is amended to provide as follows:
2.03 "Board of Directors" or "Board" means the board of directors of
Peoples State Bank. For purposes of determining which Directors are
eligible to participate in the Plan and effective with respect to all
director fees payable on or after September 1, 2003, "Board of
Directors" or "Board" shall include the members of the board of
directors of PSB Group, Inc. (the "Holding Company").
2. Section 2.04 of the Plan is amended to provide as follows:
2.04 "Change in Control" means the time any person or entity acquires 50%
or more the Holding Company's outstanding voting stock.
3. Section 2.08 of the Plan is amended to provide as follows:
1.08 "Director" means a director on the Board of Directors of the Bank or
the Holding Company.
4. Section 4.01 of the Plan is amended to provide as follows:
4.01 Eligibility to Participate. Each Director and any Officer who is
designated by the Committee to be eligible to participate shall be
eligible to participate in this Plan. Each such Director or Officer
shall become a Participant in the Plan upon execution of a
Participation Agreement in a form prescribed by the Committee.
Except as provided below, a Participation Agreement must be filed
with the Committee prior to the December 31 immediately preceding the
Plan Year in which the Participant's participation in the Plan will
commence. Newly eligible Participants must file a Participation
Agreement within 30 days of eligibility for deferrals effective at the
end of such 30-day period. For the first short Plan Year, Participants
shall execute and file Participation Agreements within 30 days of the
date the Bank executes the Plan. For the 2003 Plan Year, the
Participation Agreement in effect for Directors of the Bank with
respect to fees payable by the Bank shall apply equally to any fees
payable to those Directors who also serve on the Holding Company
Board.
4. The last sentence of Section 7.01 of the Plan is amended to provide as
follows:
Upon the cessation of a Director's service as a Director of the Bank
and the Holding Company, he shall be entitled to a Deferred Benefit
equal to the amount of the Director's Fee Deferral Subaccount under
his Deferred Benefit Account, determined in accordance with Sections
6.01 and 6.02 as of the first day of the month following the date the
Participant is eligible to receive benefits under this Plan.
5. The first sentence of Section 7.04(b) of the Plan is amended to provide as
follows:
The first payment to a Participant from his Director's Fee Deferral
Subaccount (whether in the form of an installment payment or as a lump
sum payment) shall be made as soon as practicable in January of the
calendar year following the year of his cessation of service as
Director of both the Holding Company and the Bank.
IN WITNESS WHEREOF, the Company has executed this Amendment by its duly
authorized officer, on this _____ day of _______, 2003.
PEOPLES STATE BANK
By:
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Its:
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AMENDMENT NO. 2
TO THE
PEOPLES STATE BANK
DEFERRED COMPENSATION PLAN
WHEREAS, Peoples State Bank (the "Company") has established the Peoples
State Bank Deferred Compensation Plan (the "Plan"); and
WHEREAS, the Company has become a wholly owned subsidiary of PSB Group,
Inc., a bank holding company organized under the laws of the State of Michigan
(the "Holding Company"); and
WHEREAS, the Plan permits the deferral of directors' fees by directors of
the Company and the Company wishes to extend the terms of the Plan to directors
of the Holding Company.
NOW THEREFORE, effective as of the date indicated below, the Company the
hereby amends the Plan as follows:
1. Effective September 1, 2003, the name of the Plan is hereby changed to The
PSB Group, Inc. Deferred Compensation Plan.
2. Section 2.03 of the Plan is amended to provide as follows:
2.03 "Board of Directors" or "Board" means the board of directors of
Peoples State Bank. For purposes of determining which Directors are
eligible to participate in the Plan and effective with respect to all
director fees payable on or after September 1, 2003, "Board of
Directors" or "Board" shall include the members of the board of
directors of PSB Group, Inc. (the "Holding Company"). Effective
immediately upon the adoption of this amendment, for all purposes
under this Plan, "Board of Directors" or "Board" means the board of
directors of PSB Group, Inc., and for purposes of determining which
Directors are eligible to participate in the Plan and effective with
respect to all director fees payable on or after November 1, 2003,
"Board of Directors" or "Board" shall include the members of the board
of directors of Peoples State Bank.
3. Effective November 1, 2005, Section 2.03 of the Plan is amended to provide as
follows:
6.02 Allocation of Interest to Account. Except in the case of a
Participant's request to have the investment performance of all or a
portion of Participant's Deferred Benefit Account be measured as if it were
invested in Holding Company common stock, interest will be credited to the
Deferred Benefit Account of each Participant as of the first day of each
month, based on the average rate received for the prior month on the Bank's
investment securities, as defined by the
Regulatory Call Reports and as reported to the Board of Directors. Interest
will be credited separately to the Participant's Bonus Deferral Subaccount
and/or Director's Fee Deferral Subaccount, as applicable. Effective
November 1, 2005, Participants shall have the election to direct that the
investment performance for all or a portion of the Participant's Deferred
Benefit Account be determined as if it were invested in shares of Holding
Company common stock. Such election shall be made in writing and given to
the Board of Directors no later than November 18, 2005. To the extent that
any Participant who makes such an election, payments to such Participant
pursuant to Article VI of this Plan shall be in the form of Holding Company
common stock.
IN WITNESS WHEREOF, the Company has executed this Amendment by its duly
authorized officer, on this _____ day of _______, 2005.
PEOPLES STATE BANK
By:
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Its:
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