Exhibit 10.8
COMMUNITY SAVINGS, F. A.
AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT INCOME PLAN
TABLE OF CONTENTS
ARTICLE 1 -- DEFINITIONS
1.1 Beneficiary..................................................... 1
1.2 Change in Control of the Company................................ 1
1.3 Company......................................................... 2
1.4 Compensation.................................................... 2
1.5 Early Retirement Date........................................... 3
1.6 Employer........................................................ 3
1.7 Normal Retirement Date.......................................... 3
1.8 Participant..................................................... 3
1.9 Pension Plan.................................................... 3
1.10 Plan ......................................................... 3
1.11 Retirement Committee............................................ 3
ARTICLE II -- ELIGIBILITY AND PARTICIPATION
2.1 Conditions of Eligibility....................................... 3
2.2 Commencement of Participation................................... 3
2.3 Additional Compensation......................................... 4
ARTICLE III -- RETIREMENT BENEFITS
3.1 Early Retirement Benefit........................................ 4
3.2 Normal Retirement Benefit ...................................... 5
3.3 Late Retirement Benefit ........................................ 5
3.4 Change in Control Benefit....................................... 5
3.5 Determination of Normal Retirement Benefit ..................... 6
3.6 Payment of Retirement Benefits ................................. 6
ARTICLE IV -- DEATH BENEFITS
4.1 Participant's Death Benefits.................................... 7
4.2 Death of Beneficiary ........................................... 7
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ARTICLE V -- PLAN ADMINISTRATION
5.1 Retirement Committee ........................................... 8
5.2 Claim........................................................... 8
5.3 Denial of Claim ................................................ 8
5.4 Review of Claim................................................. 9
5.5 Final Decision.................................................. 9
ARTICLE VI -- PARTICIPANT'S RIGHTS
6.1 Participant's Rights............................................ 9
6.2 Spendthrift Provision........................................... 10
6.3 Plan Not An Employment Agreement................................ 10
6.4 Protective Provisions........................................... 10
ARTICLE VII -- MISCELLANEOUS
7.1 Termination of Plan............................................. 11
7.2 Inurement....................................................... 11
7.3 Amendments and Modifications.................................... 11
7.4 Governing Law................................................... 12
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COMMUNITY SAVINGS, F. A.
AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT INCOME PLAN
THIS SUPPLEMENTAL RETIREMENT INCOME PLAN was originally entered into
at North Palm Beach, Florida, on the 12th day of December 1991, for the benefit
of certain employees of Community Savings, F.A., a federally chartered savings
and loan association (hereinafter sometimes referred to as "Employer"). The Plan
was subsequently amended and restated as of the 27th day of January 2000 and the
30th day of March 2000.
ARTICLE I - DEFINITIONS
The following words and phrases as set forth in this Supplemental
Retirement Income Plan shall have the meaning and application set forth below:
1.1 BENEFICIARY. A person or entity designated in accordance
with Article IV of this Plan to receive benefits upon the death of a
Participant.
1.2 CHANGE IN CONTROL OF THE COMPANY. The occurrence of any of
the following: (i) the acquisition of control of the Company as defined in 12
C.F.R. ss.574.4, unless a presumption of control is successfully rebutted or
unless the transaction is exempted by 12 C.F.R. ss.574.3(c)(vii), or any
successor to such sections; (ii) an event that would be required to be reported
in response to Item 1(a) of Form 8-K or Item 6(e) of Schedule 14A of Regulation
14A pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or any successor thereto, whether or not any class of securities of the
Company is registered under the Exchange Act; (iii) any "person" (as such 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 the Company's then
outstanding securities; or (iv) during any period three (3) consecutive years
after March 30, 2000, individuals who at the beginning of such period constitute
the Board of Directors of the Company cease for any reason to constitute at
least two-thirds (2/3) thereof unless the election, or the nomination for
election by shareholders of the Company, of each new director was approved by a
vote of at least a majority of the directors then still in office who were
directors at the beginning of the period. If any of the events enumerated in
clauses (i) through (iv) occur, the Board of Directors of Employer shall
determine the effective date of the Change in Control of the Company resulting
therefrom for purposes of the Plan.
1.3 COMPANY. Community Savings Bankshares, Inc., the parent
holding company for the Employer.
1.4 COMPENSATION. The highest level of compensation paid to
Participant by the Employer and/or the Company or any subsidiary thereof during
the calendar year in which the Participant's retirement or the Change in Control
of the Company occurs (determined on an annualized basis) or either of the two
calendar years immediately preceding the calendar year in which the
Participant's retirement or the Change in Control of the Company occurs and
which was either (i) included in the Participant's gross income for tax
purposes, including but not limited to base salary, bonuses and amounts taxable
to the Participant under any qualified or non-qualified employee benefit plans
of the Employer or the Company, or (ii) deferred at the election of the
Participant; provided however, that for purposes of the calculation of
Compensation, income related to restricted stock plans and stock option plans of
the Employer and/or the Company shall not be included.
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1.5 EARLY RETIREMENT DATE. The date on which a Participant has
completed his tenth (10th) year of service for the Employer and has reached
fifty (50) years of age.
1.6 EMPLOYER. For purposes of this Plan, Employer is Community
Savings, F. A., a federally chartered savings and loan association.
1.7 NORMAL RETIREMENT DATE. The date on which a Participant
reaches sixty-five (65) years of age.
1.8 PARTICIPANT. An employee of Employer who is eligible to
participate in this Plan according to standards adopted by the Board of
Directors of Employer.
1.9 PENSION PLAN. The Retirement Plan for Employees of
Community Savings, F. A., and its affiliates, as amended from time to time.
1.10 PLAN. This Supplemental Retirement Income Plan as adopted
by Employer and as may be hereafter amended.
1.11 RETIREMENT COMMITTEE. A committee, the members of which
are appointed by the Board of Directors of Employer to administer this Plan.
ARTICLE II - ELIGIBILITY AND PARTICIPATION
2.1 CONDITIONS OF ELIGIBILITY. Eligibility to become a
Participant in this Plan will be determined by the Board of Directors of
Employer. Such determination shall be conclusive and binding upon all persons.
2.2 COMMENCEMENT OF PARTICIPATION. Employer or the Retirement
Committee shall notify each employee of his eligibility to participate in this
Plan. Eligible employees shall become Participants in this Plan as of the
effective date hereof or upon becoming eligible to participate in this Plan, as
the case may be. Each employee who becomes a Participant in this Plan
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shall complete such forms as are reasonably required by the Retirement Committee
for Plan participation.
2.3 ADDITIONAL COMPENSATION. Participant shall receive the
benefits provided for herein in addition to any compensation paid to or benefits
provided to Participant. Except as otherwise provided herein, nothing in this
Plan shall be construed as limiting, varying or reducing any provision or
benefit to Participant, Participant's estate or Beneficiaries pursuant to any
employment agreement, any retirement plan, including any qualified pension or
profit sharing plan, any health, disability or life insurance policies or any
other agreement between Employer and Participant.
ARTICLE III - RETIREMENT BENEFITS
3.1 EARLY RETIREMENT BENEFIT. (a) If a Participant retires
from full-time employment with Employer after the Early Retirement Date,
Employer will pay to Participant an Early Retirement Benefit as calculated in
accordance with Paragraph 3.1(b), payable pursuant to the provisions of
Paragraph 3.6.
(b) The amount of the Early Retirement Benefit shall be equal
to a Participant's Normal Retirement Benefit as calculated pursuant to Paragraph
3.5, multiplied by the Early Retirement Multiplier set forth in the table below
opposite the Attained Age at which benefit payments commence. However, for
purposes of calculating Participant's Normal Retirement Benefit, Normal
Retirement Date shall mean the date of Participant's early retirement instead of
age sixty- five (65). The Attained Age shall be based upon the Participant's age
(in whole years) as of the Participant's retirement date.
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Attained Early Retirement
Age Multiplier
-------- ----------------
50 .3333
51 .3667
52 .4000
53 .4337
54 .4667
55 .5000
56 .5333
57 .5667
58 .6000
59 .6333
60 .6667
61 .7333
62 .8000
63 .8667
64 .9333
65 1.0000
3.2 NORMAL RETIREMENT BENEFIT. If a Participant retires from
full-time employment with Employer after the Normal Retirement Date, Employer
will pay to Participant a Normal Retirement Benefit, determined pursuant to
Paragraph 3.5, payable pursuant to the provisions of Paragraph 3.6.
3.3 LATE RETIREMENT BENEFIT. If a Participant remains employed
by Employer after the Normal Retirement Date, such Participant shall receive the
Normal Retirement Benefit upon actual retirement, actuarially adjusted to
reflect such Participant's later retirement.
3.4 CHANGE IN CONTROL BENEFIT. Upon Participant's cessation
from full-time employment with Employer after the occurrence of a Change in
Control of the Company and prior to attaining Normal Retirement Date, Employer
will pay to Participant an annual amount equal to the Normal Retirement Benefit,
as determined pursuant to Paragraph 3.5. However, for purposes of completing
such benefit calculation, Normal Retirement Date shall mean the date of
Participant's cessation of employment instead of age sixty-five (65). Except as
otherwise provided in this
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Paragraph 3.4, all payments shall be made pursuant to Paragraph 3.6.
Notwithstanding the provisions of the immediately preceding sentence, at the
election of the Participant and in lieu of quarterly installments, the present
value of the amount calculated pursuant to the provisions of this Paragraph 3.4
shall be paid in a single lump sum payment within five (5) days of Participant's
cessation of employment. The present value shall be based upon the stream of
quarterly installment payments specified in Paragraph 3.6 discounted to present
value at a discount rate equal to the applicable federal rate, as defined in
Section 7872(f)(2) of the Internal Revenue Code of 1986, as amended, or any
successor thereto, as in effect as of the date of the Participant's cessation of
employment.
3.5 DETERMINATION OF NORMAL RETIREMENT BENEFIT. A
Participant's annual Normal Retirement Benefit shall be an amount, determined as
of such Participant's Normal Retirement Date, equal to the difference between
(i) seventy-five (75%) percent of the Participant's Compensation; and (ii) the
sum of (A) such Participant's Annual Normal Retirement Benefit as specified on
Exhibit A attached hereto, and (B) the annual Primary Insurance Amount to which
such Participant is entitled under the federal Social Security system,
determined by the actuary then serving this Plan, as of the date of such
Participant's retirement from the Employer, without regard to cost of living
adjustments occurring after such date and without regard to whether or not such
Participant receives such Primary Insurance Amount from the federal Social
Security system.
3.6 PAYMENT OF RETIREMENT BENEFITS. Early, Normal, Late
Retirement or Change in Control Benefits (collectively referred to as
"Retirement Benefits") payable to a Participant upon such Participant's
retirement or cessation, as the case may be, from full-time employment with
Employer, pursuant to the provisions of Paragraphs 3.1, 3.2, 3.3 or 3.4 hereof,
shall be payable in
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the form of a quarterly benefit for fifteen (15) consecutive years beginning
with the first day of the second calendar quarter following such retirement or
cessation.
ARTICLE IV - DEATH BENEFITS
4.1 PARTICIPANT'S DEATH BENEFIT. If Participant dies while
receiving quarterly installment benefits under the Plan or would have qualified
to receive a Retirement Benefit had such Participant retired or ceased
employment with the Employer the day immediately preceding his/her death,
Employer shall pay to the Beneficiary or Beneficiaries designated in writing by
Participant in Schedule A (or to Participant's Estate if Participant fails to so
designate a Beneficiary or Beneficiaries) the Retirement Benefit installments
that the Participant would have otherwise been entitled to receive, if any. Such
benefits shall be paid to the Beneficiary or Beneficiaries in the same manner as
they would have been paid to the Participant. For purposes of the Plan, a
Participant who dies while actively employed by the Employer and has satisfied
the requirements to receive a Retirement Benefit pursuant to Article III but for
his/her actual retirement or cessation of employment, as the case may be, shall
be deemed to have retired and ceased employment with the Employer as of the day
immediately preceding his/her date of death and become entitled to a Retirement
Benefit as determined pursuant to Article III of the Plan. Such Retirement
Benefit shall be deemed to have common payments as of the Participants date of
death.
4.2 DEATH OF BENEFICIARY. In the event of death of a
Beneficiary who is entitled to receive a Retirement Benefit in installments
pursuant to Paragraph 4.1, such benefit to which such Beneficiary was entitled
at the time of such Beneficiary's death shall continue to be payable to the
beneficiary or beneficiaries, designated in writing by such Beneficiary, on a
form to be submitted
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by such Beneficiary to the Retirement Committee (or to the Beneficiary's Estate
if the Beneficiary fails to so designate a beneficiary or beneficiaries).
ARTICLE V -- PLAN ADMINISTRATION
5.1 RETIREMENT COMMITTEE. This Plan and all matters related
hereto, shall be administered by the Retirement Committee which shall be the
"named fiduciary". The Retirement Committee will interpret the provisions of
this Plan and shall determine all questions arising in the administration,
eligibility, interpretation and application of this Plan. Any such determination
by the Retirement Committee shall be conclusive and binding on all persons and
shall be consistently and uniformly applied to all persons similarly situated.
The Retirement Committee shall engage the services of such independent actuaries
and administrative personnel, who shall certify, from time to time, to the
Retirement Committee, that the funding policy established by Employer, and the
investments acquired pursuant thereto, are sufficient, from time to time, to
provide for such projected Retirement and Death Benefit under the Plan.
5.2 CLAIM. Any person claiming a benefit, requesting an
interpretation or ruling under this Plan, or requesting information under the
Plan shall present the request, in writing, to the Retirement Committee which
shall respond in writing as soon as practicable.
5.3 DENIAL OF CLAIM. If the claim or request is denied, the
written notice of denial shall state:
(a) The reason for denial, with specific reference to the
Plan provisions on which the denial is based.
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(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.
5.4 REVIEW OF CLAIM. Any person whose claim or request is
denied or who has not received a response within 90 days may (within 60 days
after such denial or 90-day period, whichever is earlier) request review by
notice given in writing to the Retirement Committee. Such request for review
must state the specific reasons, including any Plan provisions, upon which such
request for review is based. The claim or request shall be reviewed by the
Retirement Committee which 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.
5.5 FINAL DECISION. The decision on review shall normally be
made within 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 120 days. The decision shall be in writing and shall state the reason and the
relevant Plan provisions. All decisions on review shall be final and binding on
all parties concerned.
ARTICLE VI -- PARTICIPANT'S RIGHTS
6.1 PARTICIPANT'S RIGHTS. The rights of a Participant or a
Participant's Beneficiaries to benefits under this Plan shall be solely those of
an unsecured creditor of Employer. Any insurance policy or other asset acquired
or held by, or on behalf of, Employer or funds allocated by Employer in
connection with the liabilities assumed by Employer pursuant to this Plan shall
not be deemed to be held under any trust for the benefit of a Participant or a
Participant's Beneficiaries or to be
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security for the performance of Employer's obligations pursuant hereto, but
shall be and remain a general asset of Employer.
6.2 SPENDTHRIFT PROVISION. Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, 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
non-assignable and non-transferrable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure or sequestration for the payment
of any debts, judgments, alimony or separate maintenance owed by a Participant
or any other person, nor be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency.
6.3 PLAN NOT AN EMPLOYMENT AGREEMENT. This Plan shall not be
deemed to constitute an employment agreement between the parties hereto nor
shall any provision, hereof, restrict the right of Employer to discharge a
Participant as an employee of Employer or restrict a Participant's right to
terminate his employment.
6.4 PROTECTIVE PROVISIONS. Participant will cooperate with
Employer by furnishing any and all information requested by Employer in order to
facilitate the payment of benefits hereunder, taking such physical examinations
as Employer may deem necessary and taking such other action as may be requested
by Employer. If a Participant makes any material misstatement of information or
nondisclosure of medical history, then a Participant shall not be considered as
having been a Participant in the Plan.
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ARTICLE VII - MISCELLANEOUS
7.1 TERMINATION OF PLAN. Employer, upon written notice to the
Participant(s), shall have the right, at any time, to terminate this Plan. Such
termination shall become effective when authorized by the Board of Directors of
Employer and written notice is given to Participant. Upon termination of this
Plan, those Participants then receiving Retirement Benefits pursuant to the
provisions of Article III and those Beneficiaries receiving Death Benefits
pursuant to the provisions of Article IV shall continue to receive such Benefits
in accordance with this Plan. If, as of the date of termination of this Plan, a
Participant shall have satisfied the requirements to receive a Retirement
Benefit pursuant to Article III but for his actual retirement or cessation of
employment, the Participant shall, for purposes of this Plan only, be deemed to
have retired and ceased employment on the day immediately preceding the
effective date of such termination. A Participant deemed to have retired and
ceased employment shall receive Retirement Benefits pursuant to the provisions
of Article III hereof as if such Participant had retired and ceased employment
on the day immediately preceding the termination of the Plan and had commenced
the receipt of such Retirement Benefits as of the termination of the Plan.
7.2 INUREMENT. This Plan shall be binding upon and shall inure
to the benefit of Employer and each Participant hereunder and their respective
heirs, executors, administrators, successors and assigns.
7.3 AMENDMENTS AND MODIFICATIONS. The Board of Directors of
Employer may, at any time or from time to time, amend or modify this Plan in any
respect and without consent of any Participant or Beneficiary; PROVIDED,
HOWEVER, that any such amendment or modification shall not impair the right of
any Participant or any Beneficiary to receive the benefits or to continue to
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receive the benefits provided by Articles III and IV as in effect prior to such
amendment or modification unless such Participant or such Beneficiary has
consented to such amendment or modification if at the time of such amendment or
modification, such Participant or Beneficiary shall have satisfied the
requirements to receive a Retirement Benefit or Death Benefit but for such
Participant's actual retirement, cessation of employment or death; and FURTHER
PROVIDED that this Agreement shall not be amended, modified or terminated in any
respect in contemplation of a Change in Control of the Company. For purposes of
this Paragraph 7.3, an amendment, modification or termination in contemplation
of a Change in Control of the Company shall be deemed to have occurred if a
Change in Control of the Company occurs within twelve (12) months of any
amendment or modification to this Plan, or termination of this Plan. In such
event, any such amendment, modification or termination shall be null and void.
The Board of Directors of Employer may, at any time in its sole and absolute
discretion, accelerate the payment of benefits under the Plan to a Participant
or Beneficiary.
7.4 GOVERNING LAW. This Plan is made pursuant to, and shall be
governed by, the laws of the State of Florida, in all respects, including
matters of construction, validity and performance.
IN WITNESS WHEREOF, the Employer has adopted this Amended and Restated
Supplemental Retirement Income Plan the day and year first above written.
COMMUNITY SAVINGS, F. A.
By: /s/ JAMES B. PITTARD, JR.
---------------------------------------
Name: James B. Pittard, Jr.
Title: President and Chief Executive Officer
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Exhibit A
Annual Normal
Participant Retirement Benefit
- ----------- ------------------
Larry J. Baker $59,916.24
Cecil F. Howard, Jr. $63,539.28
James B. Pittard, Jr. $87,235.92
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