Exhibit 10(o)
PENNFIRST BANCORP, INC.
EXCESS BENEFIT PLAN
The PennFirst Bancorp, Inc. Excess Benefit Plan (the "Plan") is adopted
effective October 30, 1996. The Plan is established and maintained by the
Company for the purpose of permitting certain of its salaried employees who are
selected by the Board of Directors of the Company and listed in Appendix A
attached hereto, and who participate in the PennFirst Retirement Savings Plan
(the "Retirement Plan") or in its Employee Stock Ownership Plan ("ESOP") to
receive contributions equal to amounts in excess of the limitations imposed by
Sections 401(a)(17), 402(g), and 415 of the Internal Revenue Code of 1986, as
amended.
Accordingly, the Company hereby adopts the Plan pursuant to the terms
and provisions set forth below:
ARTICLE I
DEFINITIONS
Whenever used herein the following terms shall have the meanings
hereinafter set forth:
1.1. "Bank" means ESB Bank, F.S.B., a federally chartered stock
savings bank, or, to the extent provided in Section 8.8 below, any successor
corporation or other entity resulting from a merger or consolidation into or
with the Bank or a transfer or sale of substantially all of the assets of the
Bank.
1.2. "Pre-tax Contribution" means the salary reduction contribution
made by the Company or the Bank for the benefit of a Participant under and in
accordance with the terms of the Retirement Plan in any Plan Year.
1.3. "Board" means the Board of Directors of the Company.
1.4. "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any regulations relating thereto.
1.5. "Company" means PennFirst Bancorp, Inc., a Pennsylvania
chartered corporation, or any successor corporation or other entity resulting
from a merger or consolidation into or with the Company or a transfer or sale of
substantially all of the assets of the Company.
1.6. "Company Common Stock" means shares of common stock, par value
$0.01 per share, of the Company.
1.7. "Director" means any member of the Board of Directors of the
Company or the Bank.
1.8. "ESOP" means the PennFirst Bancorp, Inc. Employee Stock
Ownership Plan and each successor or replacement employee stock ownership plan.
1.9. "ESOP Allocation" means an allocation to the individual
account of a participant in the ESOP pursuant to Article V of the ESOP.
1.10. "Matching Contribution" means the total of all matching
contributions made by the Company or the Bank for the benefit of a Participant
under and in accordance with the terms of the Retirement Plan in any Plan Year.
1.11. "Participant" means a salaried employee of the Company or the
Bank who is a participant under the Retirement Plan or the ESOP and to whom or
with respect to whom contributions may be made under the Plan who is listed in
Appendix A attached hereto.
1.12. "Plan Year" means the 12-consecutive-month period ending
December 31 of each year, commencing with the 12-consecutive-month period ending
December 31, 1996.
1.13. "Retirement Plan" means the PennFirst Retirement Savings
Plan, and each successor or replacement plan.
1.14. "Supplemental ESOP Allocation" means the contribution made by the
Company or the Bank for the benefit of a Participant under and in accordance
with the terms of the Plan in any Plan Year.
1.15. "Supplemental Matching Contribution" means the matching
contribution made by the Company or the Bank for the benefit of a Participant
under and in accordance with the terms of the Plan in any Plan Year.
1.16. Words in the masculine gender shall include the feminine and the
singular shall include the plural, and vice versa, unless qualified by the
context. Any headings used herein are included for ease of reference only, and
are not to be construed so as to alter the terms hereof.
ARTICLE II
ELIGIBILITY
A Participant who is eligible to receive the benefit of a Pre-tax
Contribution, a Matching Contribution, or an ESOP Allocation the total amount of
which is reduced by reason of the application of the limitations on
contributions imposed by Sections 401(a)(17), 402(g), and 415 of the Code shall
be eligible to participate in the Plan.
ARTICLE III
SUPPLEMENTAL CONTRIBUTIONS
3.1. Supplemental Matching Contribution. The Supplemental Matching
Contribution to be made by the Company or the Bank for the benefit of a
Participant for any Plan Year shall be in an amount equal to the difference
between (a) and (b) below:
(a) The Matching Contribution which would have been allocated to the
account of the Participant for the Plan Year without giving effect to
any reduction in the Pre-tax Contribution required by the limitations
imposed by Sections 401(a)(17), 402(g), and 415 of the Code on the
Retirement Plan;
LESS
(b) The amount of the Matching Contribution actually allocated to
the account of the Participant for the Plan Year.
Supplemental Matching Contributions made for the benefit of a
Participant for any Plan Year shall be credited to an account maintained under
the Plan in the name of such Participant within 180 days after the last day of
such Plan Year.
3.2. Supplemental ESOP Allocation. The Supplemental ESOP Allocation
to be made by the Company or the Bank for the benefit of a Participant for any
Plan Year shall be in an amount equal to the difference between (a) and (b)
below:
(a) The ESOP Allocation which would have been allocated to the
Participant for the Plan Year, as determined by Article V of the ESOP,
without giving effect to the limitations imposed by Sections 401(a)(17)
and 415 of the Code on the ESOP;
LESS
(b) The amount of the ESOP Allocation actually allocated to the
account of the Participant for the Plan Year.
Supplemental ESOP Allocations made for the benefit of a Participant for
any Plan Year shall be credited to the account maintained under the Plan in the
name of such Participant within 180 days after the last day of such Plan Year.
ARTICLE IV
INVESTMENT OF SUPPLEMENTAL CONTRIBUTIONS
Unless a trust is used to fund the benefits hereunder as authorized in
section 8.1 of the Plan, amounts credited hereunder to the account of a
Participant shall be treated as if they were actually invested in Company Common
Stock and credited with gains and losses at the same time and in the
same manner as provided in the Retirement Plan and the ESOP. Amounts contributed
to a trust utilized by the Company to fund its obligations under the Plan shall
be invested in accordance with the terms of such trust.
ARTICLE V
VESTING; DISTRIBUTIONS
5.1 Vesting. All amounts held in the Plan attributable to
Supplemental Matching Contributions and Supplemental ESOP Allocations shall vest
in the same manner as provided in the Retirement Plan and the ESOP,
respectively.
5.2 Distributions. All amounts held in the Plan attributable to
Supplemental Matching Contributions and Supplemental ESOP Allocations shall be
distributed to a Participant or a Participant's beneficiary in the form and
manner specified in the Retirement Plan and ESOP, respectively.
ARTICLE VI
ADMINISTRATION OF THE PLAN
6.1. Administration by the Company. The Company shall be
responsible for the general operation and administration of the Plan and for
carrying out the provisions thereof.
6.2. General Powers of Administration. All provisions set forth in
the Retirement Plan with respect to the administrative powers and duties of the
Company, expenses of administration, and procedures for filing claims shall also
be applicable with respect to the Plan. The Company shall be entitled to rely
conclusively upon all tables, valuations, certificates, opinions and reports
furnished by any actuary, accountant, controller, counsel or other person
employed or engaged by the Company with respect to the Plan.
ARTICLE VII
AMENDMENT OR TERMINATION
7.1. Amendment or Termination. The Company intends the Plan to be
permanent but reserves the right to amend or terminate the Plan when, in the
sole opinion of the Company, such amendment or termination is advisable. Any
such amendment or termination shall be made pursuant to a resolution of the
Board and shall be effective as of the date of such resolution.
7.2. Effect of Amendment or Termination. No amendment or termination
of the Plan shall directly or indirectly reduce the balance of any account held
hereunder as of the effective date of such amendment or termination. Upon
termination of the Plan, distribution of amounts credited to the account of a
Participant shall be made to the Participant or his beneficiary in the manner
and at
the time described in Article V of the Plan. No additional credits of
Supplemental Matching Contributions or Supplemental ESOP Allocations shall be
made to the account of a Participant after termination of the Plan, but the
Company shall continue to credit gains and losses pursuant to Article IV until
the balance of his account has been fully distributed to the Participant or his
beneficiary.
ARTICLE VIII
GENERAL PROVISIONS
8.1. Participant's Rights Unsecured. To fund its obligations under
the Plan, the Company may elect to form a trust, or to utilize a preexisting
trust, to purchase and hold the alternative forms of assets which are permitted
under the Retirement Plan and ESOP, including shares of Company Common Stock,
subject to compliance with all applicable securities laws. If the Company elects
to use a trust to fund its obligations under the Plan, a Participant shall have
no right to demand the transfer to him of stock or other assets from the
Company, or from such a trust formed or utilized by the Company. Any assets held
in a trust, including shares of Company Common Stock, may be distributed to a
Participant at the value thereof determined by the Board (or the Executive
Committee thereof) excluding any Director who may be a Participant in the Plan,
as aforesaid in payment of part or all of the Company's obligations under the
Plan. The right of a Participant or his designated beneficiary to receive a
distribution hereunder shall be an unsecured claim against the general assets of
the Company, and neither the Participant nor a designated beneficiary shall have
any rights in or against any specific assets of the Company or any assets of the
Bank. All amounts credited to the account of Participants, whether or not held
in a trust, shall constitute general assets of the Company and may be disposed
of by the Bank at such time and for such purposes as it may deem appropriate.
8.2. General Conditions. Except as otherwise expressly provided
herein, all terms and conditions of the Retirement Plan applicable to a Pre-tax
Contribution or a Matching Contribution will also be applicable to a
Supplemental Matching Contribution to be made hereunder, and all terms and
conditions of the ESOP applicable to an ESOP Allocation will also be applicable
to a Supplemental ESOP Allocation. Any Pre-tax Contribution, Supplemental
Matching Contribution, or Supplemental ESOP Allocation or any other
contributions to be made under the Retirement Plan or ESOP shall be made solely
in accordance with the terms and conditions of the Retirement Plan or ESOP,
respectively, and nothing in this Plan shall operate or be construed in any way
to modify, amend or affect the terms and provisions of the Retirement Plan or
ESOP.
8.3. No Guarantee of Benefits. Nothing contained in the Plan
shall constitute a guaranty by the Company or the Bank or any other person or
entity that the assets of the Company or the Bank will be sufficient to pay any
benefit hereunder.
8.4. No Enlargement of Employee Rights. No Participant shall have any
right to receive a distribution of contributions made under the Plan except in
accordance with the terms of the Plan. Establishment of the Plan shall not be
construed to give any Participant the right to be retained in the service of the
Company or the Bank.
8.5. Spendthrift Provision. No interest of any person or entity in,
or right to receive a distribution under, the Plan shall be subject in any
manner to sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind; nor may such interest or right to receive
a distribution be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.
8.6. Applicable Law. The Plan shall be construed and administered
under the laws of the Commonwealth of Pennsylvania.
8.7. Incapacity of Recipient. If any person entitled to a
distribution under the Plan is deemed by the Company or the Bank to be incapable
of personally receiving and giving a valid receipt for such payment, then,
unless and until claim therefor shall have been made by a duly appointed
guardian or other legal representative of such person, the Company or the Bank
may provide for such payment or any part thereof to be made to any other person
or institution then contributing toward or providing for the care and
maintenance of such person. Any such payment shall be a payment for the account
of such person and a complete discharge of any liability of the Company or the
Bank and the Plan therefor.
8.8. Corporate Successors. The Plan shall not be automatically
terminated by a transfer or sale of assets of the Company or the Bank or by the
merger or consolidation of the Company or the Bank into or with any other
corporation or other entity, but the Plan shall be continued after such sale,
merger or consolidation only if and to the extent that the transferee, purchaser
or successor entity agrees to continue the Plan. In the event that the Plan is
not continued by the transferee, purchaser or successor entity, then the Plan
shall terminate subject to the provisions of Section 7.2.
8.9. Unclaimed Benefit. Each Participant shall keep the Company
informed of his current address and the current address of his designated
beneficiary. The Company shall not be obligated to search for the whereabouts of
any person. If the location of a Participant is not made known to the Company
within three (3) years after the date on which payment of the Participant's
account may first be made, payment may be made as though the Participant had
died at the end of the three-year period. If, within one additional year after
such three year period has elapsed, or, within three years after the actual
death of a Participant, the Company is unable to locate any designated
beneficiary of the Participant, then the Company shall have no further
obligation to pay any benefit hereunder to such Participant or designated
beneficiary and such benefit shall be irrevocably forfeited.
8.10. Limitations on Liability. Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor the Bank nor any individual
acting as employee or agent of the Company or the Bank shall be liable to any
Participant, former Participant or other person for any claim, loss, liability
or expense incurred in connection with the Plan.
APPENDIX A
The Company has designated the following person(s) as Participants in
its Excess Benefit Plan as of October 30, 1996:
Charlotte A. Zuschlag