Exhibit 10
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON
DEFERRED COMPENSATION PLAN
Effective March 20, 2000
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON
DEFERRED COMPENSATION PLAN
Effective March 20, 2000, Peoples Federal Savings and Loan Association of
Massillon adopts this Plan to provide deferred compensation to a select group of
its directors, management and highly compensated employees. This Plan is
intended to be an unfunded, nonqualified program of deferred compensation within
the meaning of Title I of ERISA.
ARTICLE I
DEFINITIONS
Whenever used in this Plan, the following words and phrases will have the
meaning given below. Also, the singular form of any term will include the
plural, the plural form will include the singular, the masculine pronoun will
include the feminine and the feminine pronoun will include the masculine. Other
words and phrases also may be defined in the Plan text.
Account means the Deferred Compensation Account described in Article IV.
Affiliate means any entity which, together with the Company, is a member of a
controlled group of corporations or of a commonly controlled group of trades or
businesses [as defined in Code ss.ss.414(b) and (c), as modified by Code
ss.415(h)] or of an affiliated service group [as defined in Code ss.414(m)] or
other organization described in Code ss.414(o).
Beneficiary means the person or persons designated by a Participant under
Section 2.02 to receive any death benefits payable under Section 6.03.
Board means the Company's board of directors.
Change in Control means the earliest of any of the following:
(a) The execution of an agreement for the sale of all, or a material portion,
of the assets of the Company;
(b) The execution of an agreement for a merger or recapitalization of the
Company or any merger or recapitalization whereby the Company is not the
surviving entity;
(c) A change of control of the Company, as defined or determined by the Office
of Thrift Supervision ("OTS"), Department of the Treasury;
(d) The acquisition, directly or indirectly, of the beneficial ownership
[within the meaning of the terms "beneficial ownership" as defined under
Section 13(d) of the Securities Exchange Act of 1934 and the rules
promulgated under that Act] of 25 percent or more of the Company's
outstanding voting securities by any person, trust, entity or group; or
(e) Any offer or announcement, oral or written, by any person or any persons
acting as a group, to acquire control of the Company as to which an
application or notice has been filed with the OTS and that application has
been approved or that notice has not been disapproved.
(f) However, a Change in Control under this paragraph will be determined
without regard to:
(i) Any acquisition by or through an employee benefit plan maintained by
the Company or any Affiliate;
(ii) Any acquisition through a stock option program maintained by the
Company or any Affiliate;
(iii)Any acquisition through inheritance, gift, bequest or by operation of
law on the death of an individual by distribution from a trust in
existence on the Effective Date; or
(iv) The Company's redemption of its common shares.
Code means the Internal Revenue Code of 1986, as amended.
Committee means the Plan Committee described in Article VII.
Company means Peoples Federal Savings and Loan Association of Massillon and any
successor to it.
Effective Date means March 20, 2000.
Eligible Employee means any common law employee of any Employer if that person
also is a member of a select group of the Employer's management or a highly
compensated employee or any person serving as a member of the board of directors
of any Employer.
Employer means the Company and any Affiliate which, with the Company's consent,
adopts this Plan.
Enrollment Form means the form that each Eligible Employee must complete before
he or she may participate in the Plan. Although a copy of this form is attached
to the Plan, it is not a part of the Plan and may be modified by the Committee
without separate action of the Board.
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
Inactive Participant means a Participant (a) who is actively performing services
for an Employer but no longer meets the eligibility conditions described in
Section 2.01 or (b) who, for any reason, has stopped performing services for all
Employers but has not received a distribution of his or her entire Account
balance.
Participant means (a) an Eligible Employee who is participating in the Plan as
provided in Section 2.01 or (b) an Inactive Participant.
Plan means the Peoples Federal Savings and Loan Association of Massillon
Deferred Compensation Plan, as described in this document and any amendments to
it.
Plan Year means the 12-month period ending on each September 30 during which the
Plan is in effect. For the Plan's initial year, the Plan Year will be a short
year, beginning on the Effective Date and ending on September 30, 2000.
RRP means the Peoples Financial Corporation Recognition and Retention Plan and
Trust Agreement.
Spouse or Surviving Spouse means an individual who is legally married to the
Participant.
Trust means the fund created under the Trust Agreement.
Trust Agreement means the separate agreement between the Company and the Trustee
described in Article X.
Trustee means the person appointed to administer the fund created under the
Trust Agreement.
Valuation Date means (a) the last day of each Plan Year or more frequent periods
if the Committee, in its sole discretion, decides that more frequent valuations
are needed for any reason or (b) the date that a Change in Control occurs.
Year of Service means each Plan Year during which a Participant is actively
performing services for an Employer, including periods of service credited under
the RRP.
ARTICLE II
PARTICIPATION
2.01 Eligibility to Participate
(a) In its sole discretion, the Committee will decide which Eligible Employees
may participate in the Plan and the earliest date on which they may
participate. However, subject to the terms of this Section, all persons
participating in the RRP on the Effective Date may participate in this Plan
if they also are Eligible Employees on the Effective Date.
(b) Before he or she may participate in the Plan, each Eligible Employee must
complete an Enrollment Form (i) agreeing to the terms specified in the
Enrollment Form and (ii) specifying (A) the time when his or her Account
will be distributed (Section 6.02), (B) how his or her Account will be
distributed (Section 6.06) and (C) his or her Beneficiary.
(c) The elections made in an Enrollment Form will continue to be effective
until changed. Subject to the provisions of this Plan, Participants may
change or revise any of the information made or given in an Enrollment Form
only by completing and delivering to the Committee another completed
Enrollment Form indicating the revised information or elections. Any change
will be effective only after the Committee receives a fully completed and
signed revised Enrollment Form.
(d) An Eligible Employee will continue to participate until the earlier of the
date he or she becomes an Inactive Participant.
2.02 Designation of Beneficiary
(a) Each Eligible Employee must designate one or more Beneficiaries when he or
she completes an Enrollment Form. Unless a Participant who designates more
than one Beneficiary also specifies the sequence or the portion of the
death benefit to be paid to each Beneficiary, the death benefit will be
paid in equal shares to all named Beneficiaries. The identity of a
Participant's Beneficiary will be based only on the designation in the
Enrollment Form and will not be inferred from any other evidence.
(b) If a Participant has not made an effective Beneficiary designation or if
all of his or her Beneficiaries die before the Participant, Plan death
benefits will be paid to the Participant's Surviving Spouse. If there is no
Surviving Spouse, these death benefits will be paid (i) to the
Participant's issue, then living, per stirpes; or, if there are none (ii)
to the Participant's executors or administrators. Any minor's share of a
Plan death benefit will be paid to the adult who has been appointed to act
as the minor's legal guardian and who has assumed custody and support of
that minor.
(c) The Participant and the Beneficiary (and not the Committee) are responsible
for ensuring that the Committee has the Beneficiary's current address.
ARTICLE III
CONTRIBUTIONS
As of the Effective Date, the Company will transfer to the Trust all cash and
other assets held under the RRP as of the Effective Date, except common shares
of Peoples Financial Corporation. The Company also will make any additional
contributions as needed to ensure that Plan benefits are fully funded, including
contributions calculated under Article V.
ARTICLE IV
PARTICIPANT'S ACCOUNTS; ALLOCATIONS
The Committee will maintain a Deferred Compensation Account for each
Participant. As of the Effective Date, this Account will be credited with an
amount equal to ninety-seven percent (97%) of the cash and the value of Company
stock that, immediately before the termination of the RRP, was credited to the
Participant under the RRP, except cash and company stock earned by the
Participant but not yet distributed to the Participant. For purposes of
establishing the amount of this credit, the value of Company shares will be 1)
the original cost of Company shares paid by the RRP, $15.40, plus, 2) all
ordinary quarterly dividends (not including return of capital and special
dividend) paid since the shares were purchased, $1.695, plus, 3) earnings of
other funds in the RRP trust assignable to such shares, amount not determinable
until approximately March 21, 2000, for a total amount of approximately $19.35.
ARTICLE V
VALUATION OF FUNDS
As of each Valuation Date, the value of each Participant's Account, determined
as of the most recent Valuation Date but reduced by the amount of any
distributions or withdrawals made since that Valuation Date, will be credited
with simple interest at an annual rate of seven percent. If the Valuation Date
is fewer than 12 months after the most recent Valuation Date, this interest rate
will be prorated based on the number of whole months that have elapsed since the
most recent Valuation Date.
ARTICLE VI
DISTRIBUTION OF BENEFITS
6.01 Distribution Events
The vested value of each Participant's Account will be distributed at the
earliest of (a) the date the Participant specifies in his or her Enrollment Form
(Section 6.02) or (b) the date the Participant (i) dies (Section 6.03), (ii)
becomes disabled (Section 6.04), (iii) incurs a financial hardship (Section
6.05) or (iv) terminates employment with all Employers.
6.02 Specified Date of Distributions
When completing an Enrollment Form, each Participant must specify the date that
the vested value of his or her Account will be distributed. Once made, this
election will continue to apply until it is changed. A Participant may change
his or her distribution date by following the procedure described in Section
2.01. However, the Committee will approve that change only to the extent that it
affects distributions made more than 12 months after the date that request is
received by the Committee.
6.03 Death Benefits
The vested value of the Account maintained for a deceased Participant will be
paid to that Participant's Beneficiary following the Participant's death and in
the form selected in the Enrollment Form. Any Beneficiary claiming a death
benefit under the Plan must provide the Committee with satisfactory proof of the
Participant's death before any death benefit will be paid.
6.04 Disability Benefits
A Participant who becomes disabled will receive a distribution of the vested
value of his or her Account, determined as of the Valuation Date following the
date the disability is established in the form selected in the Enrollment Form.
A Participant will be considered disabled on the date that it is established by
a licensed physician selected by the Committee that he or she is not able to
engage in any substantial gainful activity because of a medically determinable
physical or mental impairment that is expected to result in death or to be of
long, continued and indefinite duration. The Committee will consistently apply
uniform principles when determining if a Participant is disabled.
6.05 Hardship Withdrawals
In its sole discretion, the Committee may distribute all or a portion of the
vested value of a Participant's or Beneficiary's Account before the date
otherwise determined under this Article if the Committee decides that the
applicant has encountered a severe financial hardship. For these purposes, an
applicant will have incurred a "severe financial hardship" only if he or she
needs an immediate distribution to meet a current and heavy financial expense
associated with (i) a sudden or unexpected illness or accident incurred by the
applicant or a member of the applicant's immediate family or (ii) the loss of
the applicant's property due to casualty or other similar extraordinary and
unforeseeable circumstance attributable to events beyond the applicant's
control. A distribution based on financial hardship will be made in a lump sum
and will not be larger than the smaller of (iii) the amount needed to meet the
immediate financial need created by the hardship or (iv) the value of the
applicant's Account as of the most recent Valuation Date. If a financial event
qualifies as a "hardship" under both this Plan and a tax-qualified retirement
plan, an applicant may not withdraw any amount from the tax-qualified retirement
plan until he or she has made the maximum withdrawal allowable under this Plan
and any withdrawal rights under the tax-qualified retirement plan will not be
available for purposes of calculating the amount that may be withdrawn from this
Plan.
6.06 Amount and Payment of Withdrawals
All distributions made from the Plan to a Participant or to his or her
Beneficiary will be effective as of the Valuation Date immediately preceding the
date the distribution is to be made and will be paid in the form the Participant
selected from among those described in the Enrollment Form. These distribution
forms will be limited to (i) a single lump sum payment of the full value of the
Participant's Account or (ii) a series of monthly, quarterly or annual
installments (whichever the Participant selected) for a period not longer than
ten years. A Participant or Beneficiary may change the form of distribution by
following the procedures described in Section 2.01. However, unless it relates
to a hardship distribution described in Section 6.05, the Committee will approve
that change only to the extent that it affects distributions made more than 12
months after the date that request is received by the Committee. Once a
Participant's Account has been fully distributed, the Company, all Employers,
the Plan and the Trust will have no further liability to the Participant or to
his or her Beneficiary.
6.07 Vested Benefits
Subject to Sections 6.09 and 9.01, the benefit payable under the Plan to any
Participant will equal the greater of the amount determined by application of
paragraph (a) or (b):
(a) Subject to Sections 6.09 and 9.01 and to the other provisions of this
Section, the percentage of the undistributed value of his Account will be
determined under the following schedule:
Years of Service Vested Percentage
Less than 1 0 percent
1 20 percent
2 40 percent
3 60 percent
4 80 percent
5 or more 100 percent
Any forfs that arise from a Participant's termination of employment before
he or she is fully vested will be applied to reduce the Company's future Plan
funding obligations.
(b) Regardless of his or her Years of Service, a Participant's Deferred
Compensation Account will be fully vested and nonforfeitable if (i) the
Participant dies while actively employed by the Company or any Affiliate or
(ii) the Participant becomes disabled (as defined in Section 6.04) while
actively employed by the Company or any Affiliate.
6.08 Distribution of Benefits and Order of Distribution
Benefit distributions will begin not later than 60 days after the date the
benefit is payable.
6.09 Effect of Change in Control
Subject to Section 6.10(a), and regardless of any other provision of the Plan or
the Trust Agreement or of any conflicting Participant election, each Participant
will be fully vested in his or her Account immediately upon the occurrence of a
Change in Control. Also, all amounts credited to Participants' Accounts will be
distributed in a lump sum as soon as practicable after a Change in Control
occurs.
6.10 Special Provisions Related to "Golden Parachute" Amounts and Accelerated
Income Tax Liabilities
(a) If any provision of this Plan or of the Trust Agreement, when combined with
similar provisions under any other plan, program or contract between an
Employer and any Participant, results in a "golden parachute" payment
larger than the limit prescribed in Code ss.280G, the Committee and the
Trustee will proportionately reduce benefits payable under this Plan and
any other plan, program or contract to the limit prescribed by Code
ss.280G.
(b) If the Internal Revenue Service or any other taxing authority establishes
that a Participant or Beneficiary is in constructive receipt of any Plan
benefit, the Committee will direct the Trustee to distribute (and the
Trustee will immediately distribute) to the Participant a lump sum amount
equal to the smaller of (i) the Participant's or Beneficiary's Account
value or (ii)(A) the amount of which the Participant is deemed to be in
constructive receipt plus (B) the additional amount the Participant needs
to pay the additional taxes, interest and penalties arising from that
determination.
ARTICLE VII
PLAN COMMITTEE
7.01 Appointment of Committee
The Board will appoint a committee of at least three persons to administer the
Plan. A Committee member may resign at any time by sending written notice to the
Board specifying the effective date of his or her termination (which must always
be prospective). Vacancies in the Committee will be filled by the Board as the
need arises. Also, in its sole discretion, the Board may remove any Committee
member at any time by giving written notice of removal to the affected Committee
member and specifying the effective date of that action (which must always be
prospective).
7.02 Powers and Duties
The Committee is fully empowered to exercise complete discretion to administer
the Plan and to construe and apply all of its provisions. The Committee may
delegate any of its powers and duties to any other person or organization. These
powers and duties include:
(a) Deciding which employees are Eligible Employees, which of them may
participate in the Plan and the value of their benefit;
(b) Resolving disputes that may arise with regard to the rights of Eligible
Employees, Participants and their legal representatives or Beneficiaries
under the terms of the Plan. Subject to Section 7.08, the Committee's
decisions in these matters will be final in each case;
(c) Obtaining from each Employer, Participant and Beneficiary information that
the Committee needs to determine any Participant's or Beneficiary's rights
and benefits under the Plan. The Committee may rely conclusively upon any
information furnished by an Employer, a Participant or Beneficiary;
(d) Compiling and maintaining all records it needs to administer the Plan;
(e) Upon request, furnishing the Company with reasonable and appropriate
reports of its administration of the Plan;
(f) Authorizing the distribution of all benefits that are payable under the
Plan;
(g) Engaging legal, administrative, actuarial, investment, accounting,
consulting and other professional services that the Committee believes are
necessary and appropriate;
(h) Adopting rules and regulations for the administration of the Plan that are
not inconsistent with the terms of the Plan; and
(i) Doing and performing any other acts provided for in the Plan.
7.03 Actions by the Committee
The Committee may act at a meeting by the vote or assent of a majority of its
members or in writing without a meeting in an action signed by all members of
the Committee. The Committee will appoint one of its members to act as a
secretary to record all Committee actions. The Committee also may authorize one
or more of its members to execute papers and perform other ministerial duties on
behalf of the Committee.
7.04 Interested Committee Members
No member of the Committee may participate in any Committee action that directly
and uniquely affects that member's individual interest in the Plan; these
matters will be determined by a majority of the remainder of the Committee.
7.05 Indemnification
(a) The Company will indemnify and hold harmless any Committee member or
employee who performs services to or on behalf of the Plan ("Indemnified Party")
against all liabilities and all reasonable expenses (including attorney fees and
amounts paid in settlement other than to the Employer) incurred or paid in
connection with any threatened or pending action, suit or proceeding brought by
any party in connection with the Plan. However, this indemnification will not
extend to any Indemnified Party whose conduct in connection with the Plan is
found to have been grossly negligent or wrongful. This determination will be
based on any final judgment rendered in connection with the action, suit or
proceeding complaining of the conduct or its effect or, if no final judgment is
rendered, by a majority of the Board or by independent counsel to whom the Board
has referred the matter.
(b) The obligations under this Section may be satisfied, in the Company's
discretion, through the purchase of a policy or policies of insurance providing
equivalent protection.
7.06 Conclusiveness of Action
Subject to Section 7.08, any action on matters within the discretion of the
Committee will be conclusive, final and binding upon all Participants and upon
all persons claiming any rights hereunder, including Beneficiaries.
7.07 Payment of Expenses
(a) Committee members will not be separately compensated for their services as
Committee members. However, the Employer will reimburse Committee members for
all appropriate expenses they incur while carrying out their Plan duties.
(b) The compensation or fees of accountants, counsel and other specialists and
any other costs of administering the Plan will be paid by the Company or
allocated among Employers.
7.08 Claims Procedure
(a) Filing Claims. Any Participant or Beneficiary who believes that he or she
is entitled to an unpaid Plan benefit may file a claim with the Committee.
(b) Notification to Claimant. If a claim is wholly or partially denied, the
Committee will send a written notice of denial to the claimant. This notice
must be written in a manner calculated to be understood by the claimant and
must include:
(i) The specific reason or reasons for which the claim was denied;
(ii) Specific reference to pertinent Plan provisions, rules, procedures or
protocols upon which the Committee relied to deny the claim;
(iii)A description of any additional material or information that the
claimant may file to perfect the claim and an explanation of why this
material or information is necessary; and
(iv) A description of the steps the claimant may take to appeal an adverse
determination.
The Committee will render its decision within 90 days of receiving a benefit
claim. However, if special circumstances (such as the need for additional
information) require additional time, this decision will be rendered as soon as
possible, but not later than 180 days after receipt of the claim and only if the
Committee notifies the claimant, in writing, that it needs more time to review a
claim and why that additional time is needed. If the Committee does not issue
its decision within this period, the claim will be deemed to have been denied.
(c) Review Procedure. If a claim has been wholly or partially denied, the
affected claimant, or his or her authorized representative, may:
(i) Request that the Committee reconsider its initial denial by filing a
written appeal no more than 60 days after receiving written notice
that all or part of the initial claim was denied;
(ii) Review pertinent documents and other material upon which the Committee
relied when denying the initial claim; and
(iii)Submit a written description of the reasons for which the claimant
disagrees with the Committee's initial adverse decision.
An appeal of an initial denial of benefits and all supporting material must be
made in writing and directed to the Committee. The Committee is solely
responsible for reviewing all benefit claims and appeals and taking all
appropriate steps to implement its decision.
The Committee's decision on review will be sent to the claimant in writing and
will include specific reasons for the decision, written in a manner calculated
to be understood by the claimant, as well as specific references to the
pertinent Plan provisions, rules, procedures or protocols upon which the
Committee relied to deny the appeal.
The Committee will render its decision within 60 days of receiving a benefit
appeal. However, if special circumstances (such as the need to hold a hearing on
any matter pertaining to the denied claim) require additional time, this
decision will be rendered as soon as possible, but not later than 120 days after
receipt of the claimant's written appeal and only if the Committee notifies the
claimant, in writing, that it needs more time to review an appeal and why that
additional time is needed. If the Committee does not issue its decision within
this period, the claim will be deemed to have been denied.
ARTICLE VIII
AMENDMENT TO THE PLAN
8.01 Right to Amend
(a) Subject to paragraph (b), the Company may modify, alter or amend the Plan or
the Trust Agreement at any time. However, no amendment may affect any
Participant's or Beneficiary's right to receive the value of benefits accrued
under the Plan before the effective date of that amendment.
(b) Regardless of the rights reserved in Section 9.01(a), none of the Company,
any Affiliate or any successor to any of them may amend either the Plan or the
Trust Agreement after a Change in Control.
8.02 Amendment Procedure
The Board of Directors may exercise the Company's right to amend the Plan.
ARTICLE IX
TERMINATION OF THE PLAN
9.01 Right to Terminate
(a) Subject to paragraph (b), the Company may terminate the Plan or the Trust in
whole or in part at any time by the vote or the written action of its Board of
Directors. Each Participant affected by a full or partial Plan termination or by
a complete discontinuance of contributions will be 100 percent vested in the
value of all of his or her Account. Also, the Committee may (i) distribute an
affected Participant's Account at the time the Plan terminates or partially
terminates, even if this date is earlier than the date benefits otherwise would
be distributed under Article VI or (ii) hold those benefits until they are
otherwise payable under the terms of the Plan.
(b) Coincident with any termination of the Trust and consistent with the terms
of the Trust Agreement, the Trustee will distribute all benefits, discharge all
remaining Trust expenses and pay any remaining Trust assets to the Company
(c) Regardless of the rights reserved in Section 9.01(a), none of the Company,
any Affiliate or any successor to any of them may terminate the Trust Agreement
after a Change in Control.
9.02 Plan Merger and Consolidation
If the Plan is merged into, or consolidated with, any other plan, each affected
Participant will be entitled to a vested benefit immediately after the merger,
consolidation or transfer (determined as if the surviving plan had then
terminated) at least equal to the vested benefit he or she had accrued
immediately before the merger or consolidation (determined as if the Plan
terminated immediately before that merger or consolidation).
9.03 Successor Employer
Except as provided in Section 6.09, if any Employer dissolves into, reorganizes,
merges into or consolidates with another business entity, provision may be made
by which the successor will continue the Plan, in which case, the successor will
be substituted for the Employer under the terms and provisions of this Plan. The
substitution of the successor for the Employer will constitute an assumption by
the successor of all Plan liabilities and the successor will have all of the
powers, duties and responsibilities of the Employer under the Plan.
ARTICLE X
FUNDING
This Plan constitutes an unfunded, unsecured promise by the Company to pay only
those benefits that are accrued by Participants under the terms of the Plan.
However, the Company will segregate assets into a trust for the purpose of
holding assets from which all or part of a Plan benefit may be paid. As of the
Effective Date, the Company will transfer to the Trust the amount credited to
Accounts under Article IV. Although neither the Company nor any Affiliate is
liable for the payment of Plan benefits that are actually paid from the Trust
established for that purpose, the Company and each Affiliate are obliged to pay
any benefits not paid from the Trust. Also, Participants, Beneficiaries and
other persons claiming a Plan benefit through them have only the rights of
general unsecured creditors and do not have any interest in, or right to, any
specific asset of any Employer. Nothing in this Plan constitutes a guaranty by
the Company, any Affiliate or any other entity or person that the assets of the
Employer or any Affiliate will be sufficient to pay Plan benefits.
ARTICLE XI
MISCELLANEOUS
11.01 Voluntary Plan
The Plan is purely voluntary on the part of each Employer; neither the
establishment of the Plan nor any amendment to it nor the creation of any fund
or account nor the payment of any benefits may be construed as giving any person
(a) a legal or equitable right against any Employer or the Committee other than
those specifically granted under the Plan or conferred by affirmative action of
the Committee or any Employer in a manner that is consistent with the terms and
provisions of this Plan or (b) the right to be retained in the service of any
Employer. All Participants remain subject to discharge to the same extent as
though this Plan had not been established.
11.02 Non-alienation of Benefits
The right of a Participant, Beneficiary or any other person to receive Plan
benefits may not be assigned, transferred, pledged or encumbered except as
provided in the Participant's Beneficiary designation, by will or by applicable
laws of descent and distribution. Any attempt to assign, transfer, pledge or
encumber a Plan benefit will be null and void and of no legal effect.
11.03 Inability to Receive Benefits
Any Plan benefit payable to a Participant or Beneficiary who is declared
incompetent will be paid to the guardian, conservator or other person legally
charged with the care of his or her person or estate. Also, if the Committee, in
its sole discretion, concludes that a Participant or Beneficiary is unable to
manage his or her financial affairs, the Committee may, but is not required to,
direct the Company or Trustee to distribute Plan benefits to any one or more of
his or her Spouse, lineal ascendants or descendants or other close living
relatives of the Participant or Beneficiary who demonstrates to the satisfaction
of the Committee the propriety of those distributions. Any payment made under
this Section will completely discharge the Plan's liability with respect to that
payment. The Committee is not required to see to the application of any
distribution made to any person.
11.04 Lost Participants
Each Participant is obliged to keep the Committee apprised of his or her current
mailing address and that of his or her Beneficiary. The Committee's obligation
to search for any Participant or Beneficiary is limited to sending a registered
or certified letter to the Participant's or Beneficiary's last known address.
Any amounts credited to the Account of any Participant or Beneficiary who does
not file a claim for benefits with the Committee will be forfeited no later than
12 months after benefits are otherwise payable and, in the Company's discretion,
be used to reduce future Employer contributions. However, this forfeited benefit
will be restored and paid if the Committee subsequently approves a claim for
benefits under the procedures described in Section 7.08.
11.05 Limitation of Rights
Nothing in the Plan, expressed or implied, is intended or may be construed as
conferring upon or giving to any person, firm or association (other than the
Company, an Affiliate, Participants, their Beneficiaries and their successors in
interest) any right, remedy or claim under or by reason of this Plan.
11.06 Invalid Provision
If any provision of this Plan is held to be illegal or invalid for any reason,
the Plan will be construed and enforced as if the offending provision had not
been included in the Plan. However, that determination will not affect the
legality or validity of the remaining parts of this Plan.
11.07 One Plan
This Plan may be executed in any number of counterparts, each of which will be
deemed to be an original.
11.08 Effect of Adoption by Affiliates
With the permission of the Company, any Affiliate may adopt this Plan for the
benefit of its Eligible Employees. In doing so, however, each Affiliate
delegates to the Company the power to maintain, amend or terminate the Plan and
to undertake all ministerial and discretionary acts associated with maintenance
of the Plan.
11.09 Governing Law
The Plan will be governed by, and construed in accordance with, the laws of the
United States and, to the extent applicable, the laws of Ohio.
IN WITNESS WHEREOF, the undersigned authorized officer of the Company has
executed this Plan to be effective as of March 20, 2000.
PEOPLES FEDERAL SAVINGS AND LOAN
ASSOCIATION OF MASSILLON
By: /s/ Paul von Gunten
Print Name: Paul von Gunten
Title: President
Date: 03.20.00