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EXHIBIT 10.4
SOUND FEDERAL SAVINGS AND LOAN ASSOCIATION
RESTATED DIRECTORS DEFERRED FEE PLAN
Initial Effective Date December 31, 1979
Restated __________, 1998
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SOUND FEDERAL SAVINGS AND LOAN ASSOCIATION
RESTATED DIRECTOR DEFERRED FEE PLAN
ARTICLE 1
PURPOSE
The purpose of this Restated Director Deferred Fee Plan (the "Plan") is to
provide current tax planning opportunities as well as supplemental funds for
retirement or death for eligible directors of Sound Federal Savings and Loan
Association (the "Association"). This Plan was initially adopted by resolution
of the Board of Directors of the Association on December 31, 1979. The Plan was
restated, effective ___________, 1998.
ARTICLE II
DEFINITIONS
For the purposes of this Plan, the following terms may have the meanings
indicated, unless the context clearly indicates otherwise:
2.1 Account. "Account" means the Account as maintained by the
Association in accordance with Article IV with respect to any deferral of
Compensation pursuant to this Plan. A Director's Account shall be utilized
solely as a device for the determination and measurement of the amounts to be
paid to the Director pursuant to the Plan. A Director's Account shall not
constitute or be treated as a trust fund of any kind.
2.2 Association. "Association" means Sound Federal Savings and Loan
Association, a federally chartered savings association, or any successor to the
business thereof, and any affiliated or subsidiary corporations designated by
the Board.
2.3 Beneficiary. "Beneficiary" means the person or persons (and their
heirs) designated as Beneficiary in the Directors Beneficiary Designation
(attached as Exhibit B) to whom the deceased Director's benefits are payable. If
no Beneficiary is so designated, then the Director's Spouse, if living, will be
deemed the Beneficiary. If the Director's Spouse is not living, then the
children of the Director will be deemed the Beneficiaries and will take on a per
stirpes basis. If there are no children, then the Estate of the Director will be
deemed the Beneficiary.
2.4 Board. "Board" means the Board of Directors of the Association.
2.5 Change in Control. "Change of Control" shall mean a change in
control of a nature that: (i) would be required to be reported in response to
Item 1(a) of the current report on Form
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8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"); or (ii) results in a
Change in Control of the Association or the Company within the meaning of the
Home Owners Loan Act, as amended ("HOLA"), and applicable rules and regulations
promulgated thereunder, as in effect at the time of the Change in Control; or
(iii) without limitation such a Change in Control shall be deemed to have
occurred at such time as (a) any "person" (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of Company's outstanding securities except for any securities purchased by the
Association's employee stock ownership plan or trust; or (b) individuals who
constitute the Board on the date hereof (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof, provided, however, that this
sub-section (b) shall not apply if the Incumbent Board is replaced by the
appointment by a Federal banking agency of a conservator or receiver for the
Bank provided further, that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board, or whose nomination for election
by the Company's stockholders was approved by the same Nominating Committee
serving under an Incumbent Board, shall be, for purposes of this clause (b),
considered as though he were a member of the Incumbent Board; or (c) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Association or the Company or similar transaction in which the
Association or Company is not the surviving institution occurs; or (d) a proxy
statement soliciting proxies from stockholders of the Company, by someone other
than the current management of the Company, seeking stockholder approval of a
plan of reorganization, merger or consolidation of the Company or similar
transaction with one or more corporations as a result of which the outstanding
shares of the class of securities then subject to the Plan are to be exchanged
for or converted into cash or property or securities not issued by the Company;
or (e) a tender offer is made for 25% or more of the voting securities of the
Company and the shareholders owning beneficially or of record 25% or more of
the outstanding securities of the Company have tendered or offered to sell
their shares pursuant to such tender offer and such tendered shares have been
accepted by the tender offeror.
2.6 Committee. "Committee" means the Committee appointed to administer
the Plan pursuant to Article VII.
2.7 Company. "Company" shall mean Sound Federal Bancorp, the mid-tier
holding company of the Association.
2.8 Compensation. "Compensation" means any Board or Committee fees or
retainer to which the Director becomes entitled during the Deferral Period.
2.9 Deferral Agreement. "Deferral Agreement" means the agreement filed
by a Director which acknowledges assent to the terms of the Plan and in which
the Director elects to defer the receipt of Compensation during a Deferral
Period. The Deferral Agreement must be filed with the Committee prior to the
beginning of the Deferral Period. A new Deferral
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Agreement or Notice of Adjustment of Deferral may be submitted by the Director
for each Deferral Commitment. If the Director fails to submit a new Deferral
Agreement or Notice of Adjustment of Deferral prior to the beginning of a
Deferral Period, deferrals for such period shall be made in accordance with the
last submitted Deferral Agreement.
2.10 Deferral Commitment. "Deferral Commitment" means an election to
defer Compensation made by a Director pursuant to Article III and for which a
separate Deferral Agreement has been submitted by the Director to the Committee.
2.11 Deferral Period. "Deferral Period" means the period over which a
Director has elected to defer a portion of his Compensation. Each calendar year
shall be a separate Deferral Period.
2.12 Determination Date. "Determination Date" means the last day of each
calendar month.
2.13 Director. "Director" means a member of the Board.
2.14 Disability. "Disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of a Director to perform the
work customarily assigned to him. Additionally, a medical doctor selected or
approved by the Board must advise the Committee that it is either not possible
to determine when such Disability will terminate or that it appears probable
that such Disability will be permanent during the remainder of such Director's
lifetime. In no event shall a Disability be deemed to occur or to continue after
a Director's Normal Retirement Date.
2.15 Investment Options. "Investment Options" means the investment
options designated by the Committee from which each Director may express a
preference, as described in Article IV, for the constructive investment of his
Account. Investment Options may include, for example, (i) equity markets
(including the stock of the Company or its successors), (ii) money market
securities (i.e., Treasury bills or other obligations of the United States
government or any state government or municipality, certificates of deposit),
(iii) top-grade corporate bonds, (iv) fixed income funds, or (v) assets which
can be liquidated within sixty (60) days with no loss of principal. Investment
Options are subject to change from time to time as the Committee, in its
discretion, deems necessary or appropriate. Investment Options shall be used as
earning indices as described in Section 4.4. No provision of the Plan shall be
construed as giving any Director an interest in any of these investment Options
nor shall any provision require that the Company make any investment in any
option.
2.16 Notice of Adjustment of Deferral. "Notice of Adjustment of
Deferral" means the Notice which the Director may submit for Deferral Periods
following the initial Deferral Period in which the initial Deferral Agreement is
submitted. The Notice of Adjustment of Deferral shall set forth the Director's
elections with respect to deferrals for said period.
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2.17 Plan Benefit. "Plan Benefit" means the benefit payable to a
Director as calculated in Article V.
2.18 Spouse. "Spouse" means the individual to whom the Director is
legally married at the time of the Director's death provided, however, that the
term "Spouse" shall not refer to an individual to whom the Director is legally
married to at the time of death if the Director and such individual have entered
into a formal separation agreement (provided that such separation agreement does
not provide otherwise or state that such individual is entitled to a portion of
the benefit hereunder) or initiated divorce proceedings.
2.19 Trustee. "Trustee" means the Trustee, if any, of any grantor trust
which may be established by the Association to accumulate assets for the purpose
of funding the benefits promised under this Plan.
ARTICLE III
PARTICIPATION AND DEFERRAL COMMITMENTS
3.1 Eligibility and Participation.
(a) Eligibility. Eligibility to participate in the Plan shall be
limited to members of the Board.
(b) Participation. A Director may elect to participate in the
Plan with respect to any Deferral Period by submitting, as to the initial
Deferral Period, a Deferral Agreement (as set forth at Exhibit A) or, as
to subsequent Deferral Periods, a Notice of Adjustment of Deferral (as set
forth at Exhibit C). Said Deferral Agreement or Notice of Adjustment of
Deferral shall be submitted to the Committee by December 15 of the
calendar year immediately preceding the Deferral Period. If a previously
eligible Director fails to submit a new Deferral Agreement or Notice of
Adjustment of Deferral for a Deferral Period, the Committee shall treat
the previously submitted Deferral Agreement or Notice of Adjustment of
Deferral as still in effect. In the event that a Director first becomes
eligible to participate during a calendar year, a Deferral Agreement must
be submitted to the Committee no later than thirty (30) days following
notification of the Director of eligibility to participate, and such
Deferral Agreement shall be effective only with regard to Compensation
earned or payable following the submission of the Deferral Agreement to
the Committee.
3.2 Form of Deferral. Except as provided in Section 3.1(b) above, a
Director may elect in the Deferral Agreement to defer any portion of his
Compensation for the calendar year following the calendar year in which the
Deferral Agreement is submitted.
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3.3 Modification of Deferral Commitment. A Deferral Commitment made
with respect to a Deferral Period shall be irrevocable except that the Committee
may permit a Director to reduce the amount to be deferred, or waive the
remainder of the Deferral Commitment upon a finding that the Director has
suffered a severe financial hardship, as set forth in Section 5.4 and except as
provided in Section 5.7.
ARTICLE IV
DEFERRED COMPENSATION ACCOUNTS
4.1 Accounts. For record keeping purposes only, an Account shall be
maintained for each Director. Separate subaccounts shall be maintained to the
extent necessary to properly reflect the Director's total vested Account
balance.
4.2 Elective Deferred Compensation. The amount of Compensation that a
Director elects to defer shall be withheld from each payment of Compensation and
credited to the Director's Account as the nondeferred portion of the
Compensation becomes or would have become payable. Any withholding of taxes or
other amounts with respect to deferred Compensation which is required by state,
federal or local law shall be withheld from the Director's nondeferred
Compensation to the maximum extent possible with any excess being withheld from
the Director's Account.
4.3 Determination of Accounts. Each Director's Account as of each
Determination Date will consist of the balance of the Director's Account as of
the immediately preceding Determination Date, increased by Compensation deferred
pursuant to a Deferral Commitment and earnings, and decreased by distributions
and losses, since that Determination Date.
4.4 Determination of Earnings. Subject to such limitations as may from
time to time be required by law or imposed by the Committee, and subject to such
operating rules and procedures as may be imposed from time to time by the
Committee, each Director may express to the Committee a preference as to how the
Director's Account should be constructively invested among the Investment
Options.
(a) Any initial or subsequent expression of investment preference
shall be in writing, on a form provided by and filed with the
Committee, and shall be subject to such rules and procedures as the
Committee may promulgate from time to time, including rules as to
when an expression of investment preference will be effective.
(b) If the Committee chooses to honor a Director's investment
preferences, (i) all contributions and credits and other amounts
added to a Director's Account shall be constructively invested in
accordance with the then effective designation of investment
preference and (i) as of the effective date of any new investment
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preference, all or a portion of the Director's Account at that date
shall be constructively reallocated among the designated Investment
Options according to the directions specified in the investment
preferences unless and until a subsequent investment preference
shall be filed and become effective. Unless otherwise announced by
the Committee, investment preferences may be changed no more than
four times per calendar year and must be received by the Committee
no less than ten (10) days before the effective date of the change.
(c) If the Committee receives an initial or revised investment
preference which it deems to be incomplete, unclear or improper,
the Director's investment preference then in effect shall remain in
effect (or, in the case of a deficiency in an initial investment
preference) until the next Determination Date, unless the Committee
provides for, and permits the application of, corrective action
prior to that time. The Committee shall announce to the Director a
default Investment Option, selected by the Director's investment
preference for any portion of his Account from which he fails to
file an investment preference.
(d) All investment preferences shall be advisory only and shall not
bind the Company or the Committee. The Company shall not be
obligated to invest any funds in connection with this Plan. If,
however, the Company chooses to invest funds to provide for its
liabilities under this Plan, the Committee shall have complete
discretion as to investment.
(e) Each Director's Account will be credited with earnings or
losses as if the Account were actually invested in accordance with
the Director's expression of investment preference, as follows. As
of each Determination Date, the net earnings or losses of each
Investment Option since the preceding Determination Date shall be
allocated among all Accounts in accordance with the preferences
indicated by each Director as though the Accounts had been invested
in the Investment Option in accordances with each Director's
indicated preference. For purposes of this allocation, the Account
of each Director will consist of the balance of the Account as of
the preceding Determination Date, adjusted (i) by adding to the
balance any elective deferred Compensation made since the preceding
Determination Date and (ii) by subtracting from such balance all
distributions made to the Director or to a Beneficiary. Each
Account shall be further adjusted to reflect any changes in
investment preferences which have become effective since the last
Determination Date.
(f) If it is determined that the constructive value of an Account
as of any date on which distributions are to be made differs
materially from the constructive value of the Account on the prior
Determination Date upon which the distribution is to be based, the
Committee, in its discretion, shall have the right to designate any
date in the interim as a Determination Date for the purpose of
constructively revaluing
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the Account so that the Account from which the distribution is
being made will, prior to the distribution, reflect its share of
such material difference in value. Similarly, the Committee may
adopt a policy of providing for regular interim valuations without
regard to the materiality of changes in the value of the Accounts.
4.5 Vesting of Accounts. A Director shall be one hundred percent (100%)
vested at all times in the amount of Compensation elected to be deferred under
this Plan and earnings thereon.
4.6 Statement of Accounts. The Committee shall submit to each Director
during the month of January, a statement setting forth the balance to the credit
of the Account maintained for a Director as of the immediately preceding
December.
ARTICLE V
PLAN BENEFITS
5.1 Plan Benefit. If a Director terminates service for reasons other
than death, the Association shall pay a Plan Benefit equal to the Director's
vested Account, as determined in accordance with Article IV.
5.2 Death Benefit. Upon the death of a Director, the Association shall
pay to the Director's Beneficiary an amount determined as follows:
(a) If the Director dies after termination of service with the
Association, the remaining unpaid balance of the Director's vested Account
shall be paid in the same form that payments were being made prior to the
Director's death.
(b) If the Director dies prior to termination of service with
the Association, the amount payable shall be the Director's Account
balance. Payments shall be made in accordance with Section 5.5.
5.3 Accelerated Distribution. Notwithstanding any other provision of
the Plan, at any time after a Change in Control, upon written request to the
Committee and with the consent of the Committee, a Director shall be entitled to
receive a lump sum distribution of the Director's vested Account balance. The
Committee shall make a determination on distribution within thirty (30) days of
receipt of the written request from the Director. The amount payable under this
Section shall be paid in a lump sum within thirty (30) days following consent to
such payment by the Board which shall be the fair market value of the Account
balance on the date of distribution.
5.4 Hardship Distributions. Upon a finding that a Director has suffered
a severe financial hardship, the Committee may, in its sole discretion, make
distributions from the
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Director's Account prior to the time specified for payment of benefits under the
Plan. Such hardship distributions may be made on account of an immediate and
heavy financial need of the Director for medical and/or educational expenses or
purchase of a principal residence or to prevent the foreclosure of a principal
residence. The amount of such distribution shall be limited to the amount
reasonably necessary to meet the Director's requirements during the financial
hardship.
5.5 Form of Benefit Payment.
(a) All Plan Benefits other than Hardship Distributions shall be
paid in the form selected by the Director at the time of the Deferral
Commitment.
(b) If for any Deferral Commitment a Director fails to elect a form
of benefit payment, the form shall be the form of payment elected on the
most recent past Deferral Commitment.
(c) A Director's Account may be distributed in cash, or in the
event the Company has established a grantor trust and such trust holds
investments that include Investment Options selected by the Director for
the constructive investment of his Account, the Committee may, in its sole
discretion, direct the Trustee to distribute assets in kind from the trust
in satisfaction of all or part of the Company's obligation to make
distributions to the Director.
5.6 Commencement of Payments. Payments under the Plan shall commence
and shall be paid in accordance with the Director's elections under the
Directors Deferral Agreement and Notice of Adjustment of Deferral.
5.7 Modification of Deferral Period. In the event a Director desires to
modify his Deferral Period with respect to amounts accrued in his Account, the
Director may do so, provided that any such modification is made no later than
twenty-four (24) months prior to the date of the commencement of payments under
both (i) the Directors present Deferral Agreement and/or Notice of Adjustment of
Deferral, and (ii) the Directors Deferral Agreement as modified.
5.8 Determination of Annual Installments. Benefits payable in annual
installments hereunder shall be determined as follows. The first annual
installment shall equal one-fifth of the Director's Account. The second annual
installment shall equal one-fourth of the Director's Account, as increased
during the year by interest and/or earnings on said Account. The third annual
installment shall equal one-third of the Director's Account, the fourth annual
installment shall equal one-half of the Director's Account and the final
installment shall equal the balance of the Director's Account. Each succeeding
installment shall be paid on the anniversary date of the immediate preceding
installment.
ARTICLE VI
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BENEFICIARY DESIGNATION
6.1 Beneficiary Designation. If the Director should die before
receiving said Plan Benefits payable hereunder, the Bank shall pay the
Director's Account to the Director's Beneficiary, commencing within thirty (30)
days oaf the Director's death and payable over the period designated in the
Directors Deferral Agreement and/or Notice of Adjustment of Deferral.
6.2 Effect of Payment. The payment to the deemed Beneficiary shall
completely discharge Association's obligations under this Plan.
ARTICLE VII
ADMINISTRATION
7.1 Committee; Duties. This Plan shall be administered by the
Committee, which shall be appointed by the Board. The Committee shall have the
authority to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or resolve any and
all questions, including interpretations of this Plan, as may arise in
connection with the Plan. A majority vote of the Committee members shall control
any decision.
7.2 Agents. The Committee may, from time to time, employ other agents
and delegate to them such administrative duties as it sees fit, and may from
time to time consult with counsel who may be counsel to the Association.
7.3 Binding Effect of Decisions. The decision or action of the
Committee in respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules of
regulations promulgated hereunder shall be final, conclusive and binding upon
all persons having any interest in the Plan.
7.4 Indemnity of Committee. The Association shall indemnify and hold
harmless the members of the Committee against any and all claims, loss, damage,
expense or liability arising from any action or failure to act with respect to
this Plan, except in the case of gross negligence or willful misconduct.
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ARTICLE VIII
CLAIMS PROCEDURE
8.1 Claim. Any person claiming a benefit, requesting an
interpretation or ruling under the Plan, or requesting information under the
Plan shall present the request in writing to the Committee, which shall respond
in writing within thirty (30) days.
8.2 Denial of Claim. If the claim or request is denied, the written
notice of denial shall state:
(a) The reasons for denial, with specific reference to the
Plan provisions on which the denial is based.
(b) A description of any additional material or
information required and an explanation of why it is necessary.
(c) An explanation of the Plan's claim review procedure.
8.3 Review of Claim. Any person whose claim or request is denied
or who has not received a response within thirty (30) days may request review
by notice given in writing to the Committee. The claim or request shall be
reviewed by the Committee who may, but shall not be required to, grant the
claimant a hearing. On review, the claimant may have representation, examine
pertinent documents, and submit issues and comments in writing.
8.4 Final Decision. The decision on review shall normally be made
within sixty (60) days. If an extension of time is required for a hearing or
other special circumstances, the claimant shall be notified and the time limit
shall be one hundred twenty (120) days. The decision shall be in writing and
shall state the reasons and the relevant Plan provisions.
8.5 Arbitration. If claimants continue to dispute the benefit
denial based upon completed performance of this Plan and the Deferral Agreement
or the meaning and effect of the terms and conditions thereof, then claimants
may submit the dispute to mediation, administered by the American Arbitration
Association ("AAA") (or a mediator selected by the parties) in accordance with
the AAA's Commercial Mediation Rules. If mediation is not successful in
resolving the dispute, it shall be settled by arbitration administered by the
AAA under its Commercial Arbitration Rules, and judgment on the award rendered
by the arbitrator(s) may be entered in any court having jurisdiction thereof.
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ARTICLE IX
AMENDMENT AND TERMINATION OF PLAN
9.1 Amendment. The Board may at any time amend the Plan in whole
or in part, provided, however, that no amendment shall be effective to decrease
or restrict the amount accrued to the date of Amendment in any Account
maintained under the Plan.
9.2 Association's Right to Terminate. The Board may at any time
partially or completely terminate the Plan if, in its judgment, the tax,
accounting, or other effects of the continuance of the Plan, or potential
payments thereunder, would not be in the best interests of the Association.
(a) Partial Termination. The Board may partially
terminate the Plan by instructing the Committee not to accept
any additional Deferral Commitments. In the event of such a
Partial Termination, the Plan shall continue to operate and be
effective with regard to Deferral Commitments entered into
prior to the effective date of such Partial Termination.
(b) Complete Termination. The Board may
completely terminate the Plan by instructing the Committee not
to accept any additional Deferral Commitments, and by
terminating all ongoing Deferral Commitments. In the event of
Complete Termination, the Plan shall cease to operate and the
Association shall pay out to each Director their Account as if
that Director had terminated service as of the effective date
of the Complete Termination. Payments shall be made in equal
annual installments over the period listed below, based on the
Account balance:
Appropriate Account Balance Payout Period
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Less than $10,000 1 Year
$10,000 but less than $50,000 3 Years
More than $50,000 5 Years
ARTICLE X
MISCELLANEOUS
10.1 Unfunded Plan. This Plan is intended to be an unfunded plan
maintained primarily to provide deferred compensation benefits for a select
group of management or highly compensated employees. This Plan is not intended
to create an investment contract, but to provide tax planning opportunities and
retirement benefits to eligible individuals who have elected to
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participate in the Plan. Eligible individuals are select members of management
who, by virtue of their position with the Association, are uniquely informed as
to the Association's operations and have the ability to materially affect the
Association's profitability and operations.
10.2 Unsecured General Creditor. Directors and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights, interest
or claims in any property or assets of Association, nor shall they be
Beneficiaries of, or have any rights, claims or interests in any life insurance
policies, annuity contracts or the proceeds therefrom owned or which may be
acquired by Association. Such policies or other assets of Association shall not
be held under any trust for the benefit of Directors, their Beneficiaries,
heirs, successors or assigns, or held in any way as collateral security for the
fulfilling of the obligations of Association under this Plan. Any and all of
Association's assets and policies shall be, and remain, the general, unpledged,
unrestricted assets of Association. Association's obligation under the Plan
shall be that of an unfunded and unsecured promise of Association to pay money
in the future.
10.3 Trust Fund. The Association shall be responsible for the
payment of all benefits provided under the Plan. At its discretion, the
Association may establish one or more trusts, with such trustees as the Board
may approve, for the purpose of providing for the payment of such benefits.
Such trust or trusts may be irrevocable, but the assets thereof shall be
subject to the claims of the Association's creditors. To the extent any
benefits provided under the Plan are actually paid from any such trust, the
Association shall have no further obligation with respect thereto, but to the
extent not so paid, such benefits shall remain the obligation of, and shall be
paid by, the Association.
10.4 Payment to Director, Legal Representative or Beneficiary. Any
payment to any Director or the legal representative, Beneficiary, or to any
guardian or committee appointed for such Director or Beneficiary in accordance
with the provisions hereof, shall, to the extent thereof, be in full
satisfaction of all claims hereunder against the Association, which may require
the Director, legal representative, Beneficiary, guardian or committee, as a
condition precedent to such payment, to execute a receipt and release thereof
in such form as shall be determined by the Association.
10.5 Minimum Regulatory Capital Requirement. Notwithstanding
anything herein to the contrary, to the extent required by applicable law, no
benefits hereunder shall be earned or distributed in any year in which the
Association is not meeting its fully phased-in capital requirements.
10.6 Nonassignability. Neither a Director nor any other person
shall have any right to commute, sell, assign, transfer, hypothecate 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 nontransferable. No part of the amounts payable shall, prior
to actual payment, be subject to seizure or sequestration for the payment of
any debts, judgments,
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alimony or separate maintenance owed by a Director or any other person, nor be
transferable by operation of law in the event of a Director's or any other
person's bankruptcy or insolvency.
10.7 Terms. Whenever any words are used herein in the masculine,
they shall be construed as though they were used 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 this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.
10.9 Governing Law. The provisions of this Plan shall be construed
and interpreted according to the laws of the State of New York.
10.10 Validity. In case any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal and invalid provision had never been inserted
herein.
10.11 Notice. Any notice or filing required or permitted to be given
to the Committee under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to any member of the
Committee, the Plan Administrator, or the Secretary of the Association. 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.
10.12 Successors. The provisions of this Plan shall bind and inure
to the benefit of Sound Federal Savings and Loan Association and its successors
and assigns. The term "successors" as used herein shall include any corporate
or other business entity which shall, whether by merger, consolidation,
purchase or otherwise acquire all or substantially all of the business and
assets of Sound Federal Savings and Loan Association, and successors of any
such corporation or other business entity.
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IN WITNESS WHEREOF, and pursuant to resolution of the Board of
Directors of Sound Federal Savings and Loan Association, such corporation has
caused this instrument to be executed by its duly authorized officers effective
as of the day and year first above written.
SOUND FEDERAL SAVINGS AND
LOAN ASSOCIATION
By:
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President
ATTEST:
By:
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Secretary
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SOUND FEDERAL SAVINGS AND LOAN ASSOCIATION
RESTATED DEFERRED FEE PLAN
DEFERRAL AGREEMENT
I,_________________________, and SOUND FEDERAL SAVINGS AND LOAN
ASSOCIATION hereby agree for good and valuable consideration, the value of
which is hereby acknowledged, that I shall participate in the Restated Director
Deferred Fee Plan ("Plan"), initially effective December 31, 1979 and restated
__________, 1998, as such Plan may now exist or hereafter be amended or
modified, and do further agree to the terms and conditions thereof.
I hereby elect to defer _________ of my Board fees and/or _________ of
my retainer. Such deferrals shall commence on _________, 1998, shall renew
annually unless otherwise changed at least fifteen (15) days prior to January 1
of any year in the Deferral Period. I understand that this election to defer
applies only to Compensation attributable to services not yet performed.
I understand that my election to defer shall continue in accordance
with this Deferral Agreement until such time as I submit a "NOTICE OF
ADJUSTMENT OF DEFERRAL" (Exhibit B, hereto) to the Administrator, at least
fifteen (15) days prior to any January 1st during my Deferral Period. A Notice
of Adjustment of Deferral Amount can be used to adjust the amount of Board fees
and/or retainer to be deferred or to discontinue deferrals altogether.
I hereby elect a DEFERRAL PERIOD of _____ years. Payments hereunder
shall commence in the year ______.
I hereby elect to receive the amount deferred in ___________
installments.
I understand that I am entitled to review or obtain a copy of the
Plan, at any time, and may do so by contacting the Committee.
This Deferral Agreement shall become effective upon execution (below)
by both the Director and a duly authorized officer of the Association.
Dated this ____ day of _______, 1998.
- ---------------------------------- -----------------------------------------
(Director) (Association's duly authorized Officer)
Exhibit A
17
SOUND FEDERAL SAVINGS AND LOAN ASSOCIATION
RESTATED DEFERRED FEE PLAN
BENEFICIARY DESIGNATION
The Director, under the terms of the Restated Director Deferred
Compensation Plan executed by Sound Federal Savings and Loan Association,
hereby designates the following Beneficiary to receive any guaranteed payments
or death benefits under such Plan, following his death:
PRIMARY BENEFICIARY:
--------------------------
SECONDARY BENEFICIARY:
--------------------------
This Beneficiary Designation hereby revokes any prior Beneficiary
Designation which may have been in effect.
Such Beneficiary Designation is revocable.
DATE: _________________, 19
- -------------------------------- --------------------------------
(WITNESS) DIRECTOR
- --------------------------------
(WITNESS)
Exhibit B
18
SOUND FEDERAL SAVINGS AND LOAN ASSOCIATION
RESTATED DIRECTORS DEFERRED FEE PLAN
NOTICE OF ADJUSTMENT OF DEFERRAL
TO: Sound Federal Savings and Loan Association
Attention: Administrative Committee, Restated Directors Deferred
Fee Plan
I hereby give notice of my election to adjust the amount of my
compensation deferral in accordance with my Deferral Agreement, dated the ____
day of _______, 19__. This notice is submitted thirty (30) days prior to
January 1st, and shall become effective January 1st, as specified below.
Adjust deferral as of: January 1st, 19__
Previous Deferral Amount ______________ per month
New Deferral Amount ______________ per month
(to discontinue deferral, enter $0)
-----------------------------------------
DIRECTOR
-----------------------------------------
DATE
ACKNOWLEDGED
BY:
--------------------------------------
TITLE:
----------------------------------
-----------------------------------------
DATE
Exhibit C