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Employee Stock Ownership Plan

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Title:

Employee Stock Ownership Plan

Entities:

Sfsb, Inc.

Date:

2004

Size:

Preview shows 35KB of 162KB total

Price:

$61

ID:

#1440447

► Plans ► Ownership ► Stock ► Employee Stock Ownership Plans

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SLAVIE FEDERAL SAVINGS BANK

EMPLOYEE STOCK OWNERSHIP PLAN

EFFECTIVE AS OF JANUARY 1, 2004

TABLE OF CONTENTS


SLAVIE FEDERAL SAVINGS BANK		1

ARTICLE I DEFINITIONS		1

ARTICLE II TOP HEAVY REQUIREMENTS AND ADMINISTRATION		9
2.1 TOP HEAVY PLAN REQUIREMENTS		9
2.2 DETERMINATION OF TOP HEAVY STATUS		10
2.3 POWERS AND RESPONSIBILITIES OF THE EMPLOYER		12
2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY		13
2.5 ALLOCATION AND DELEGATION OF RESPONSIBILITIES		13
2.6 POWERS AND DUTIES OF THE ADMINISTRATOR		14
2.7 RECORDS AND REPORTS		15
2.8 APPOINTMENT OF ADVISERS		15
2.9 INFORMATION FROM EMPLOYER		15
2.10 PAYMENT OF EXPENSES		15
2.11 MAJORITY ACTIONS		15
2.12 CLAIMS PROCEDURE AND CLAIM REVIEW PROCEDURE		16

ARTICLE III ELIGIBILITY		16
3.1 CONDITIONS OF ELIGIBILITY		16
3.2 EFFECTIVE DATE OF PARTICIPATION		16
3.3 DETERMINATION OF ELIGIBILITY		16
3.4 TERMINATION OF ELIGIBILITY		16
3.5 OMISSION OF ELIGIBLE EMPLOYEE		17
3.6 INCLUSION OF INELIGIBLE EMPLOYEE		17
3.7 MILITARY SERVICE		17

ARTICLE IV CONTRIBUTION AND ALLOCATION		17
4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION		17
4.2 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION		18
4.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS		18
4.4 MAXIMUM ANNUAL ADDITIONS		21
4.5 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS		23
4.6 DIRECTED INVESTMENT ACCOUNT		23

ARTICLE V FUNDING AND INVESTMENT POLICY		24
5.1 INVESTMENT POLICY		24
5.2 APPLICATION OF CASH		25
5.3 TRANSACTIONS INVOLVING COMPANY STOCK		25
5.4 LOANS TO THE TRUST		26

ARTICLE VI VALUATIONS		27

6.1 VALUATION OF THE TRUST FUND		27


6.2 METHOD OF VALUATION		27

ARTICLE VII DETERMINATION AND DISTRIBUTION OF BENEFITS		28
7.1 DETERMINATION OF BENEFITS UPON RETIREMENT		28
7.2 DETERMINATION OF BENEFITS UPON DEATH		28
7.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY		29
7.4 DETERMINATION OF BENEFITS UPON TERMINATION		29
7.5 DISTRIBUTION OF BENEFITS		33
7.6 HOW PLAN BENEFIT WILL BE DISTRIBUTED		36
7.7 DISTRIBUTION FOR MINOR BENEFICIARY		37
7.8 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN		37
7.9 RIGHTS OF FIRST REFUSAL		37
7.10 STOCK CERTIFICATE LEGEND		38
7.11 PUT OPTION		38
7.12 NONTERMINABLE PROTECTIONS AND RIGHTS		39
7.13 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION		39
7.14 MINIMUM DISTRIBUTION REQUIREMENTS		40

ARTICLE VIII TRUSTEE		44
8.1 BASIC RESPONSIBILITIES OF THE TRUSTEE		44
8.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE		44
8.3 OTHER POWERS OF THE TRUSTEE		45
8.4 VOTING COMPANY STOCK		47
8.5 DUTIES OF THE TRUSTEE REGARDING PAYMENTS		47
8.6 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES		48
8.7 ANNUAL REPORT OF THE TRUSTEE		48
8.8 AUDIT		49
8.9 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE		49
8.10 TRANSFER OF INTEREST		50
8.11 DIRECT ROLLOVER		50

ARTICLE IX AMENDMENT, TERMINATION AND MERGERS		51
9.1 AMENDMENT		51
9.2 TERMINATION		52
9.3 MERGER OR CONSOLIDATION		52

ARTICLE X MISCELLANEOUS		52
10.1 PARTICIPANT'S RIGHTS		52
10.2 ALIENATION		53
10.3 CONSTRUCTION OF PLAN		53
10.4 GENDER AND NUMBER		53
10.5 LEGAL ACTION		54
10.6 PROHIBITION AGAINST DIVERSION OF FUNDS		54
10.7 BONDING		54
10.8 RECEIPT AND RELEASE FOR PAYMENTS		54


10.9 ACTION BY THE EMPLOYER		55
10.10 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY		55
10.11 HEADINGS		55
10.12 APPROVAL BY INTERNAL REVENUE SERVICE		56
10.13 UNIFORMITY		56
10.14 SECURITIES AND EXCHANGE COMMISSION APPROVAL		56

iii

SLAVIE FEDERAL SAVINGS BANK

EMPLOYEE STOCK OWNERSHIP PLAN

THIS AGREEMENT, hereby made and entered into this day of September, 2004, by and between Slavie Federal Savings Bank (herein referred to as the Employer) and Philip E. Logan, Thomas J. Drechsler and James D. Wise (collectively herein referred to as the Trustee).

W I T N E S S E T H:

WHEREAS, the Employer desires to recognize the contribution made to its successful operation by its Employees and to reward such contribution by means of an employee stock ownership plan for the exclusive benefit of its eligible Employees who shall qualify as Participants hereunder;

WHEREAS, the Employer desires to adopt an employee stock ownership plan to enable its eligible Employees to acquire a proprietary interest in the capital stock of the Employer; and

WHEREAS, the Employers contributions to the Plan will be made primarily in the form of Company Stock.

NOW, THEREFORE, effective as of January 1, 2004 (hereinafter called the Effective Date), the Employer and Trustee hereby adopt the Slavie Federal Savings Bank Employee Stock Ownership Plan, consistent with Section 4975(e)(7) of the Internal Revenue Code, to provide as follows:

ARTICLE I

DEFINITIONS

1.1 Act means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.2 Administrator means the person or entity designated by the Employer pursuant to Section 2.4 to administer the Plan on behalf of the Employer.

1.3 Affiliated Employer means any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to Regulations under Code Section 414(o).

1.4 Aggregate Account means, with respect to each Participant, the value of all accounts maintained on behalf of a Participant.

1.5 Anniversary Date means December 31.

1.6 Beneficiary means the person to whom the share of a deceased Participants total account is payable, subject to the restrictions of Sections 7.2 and 7.5.

1.7 Code means the Internal Revenue Code of 1986, as amended or replaced from time to time.

1.8 Company Stock means common stock issued by SFSB, Inc. (or by a corporation which is a member of the controlled group of corporations of which the Employer is a member) having a combination of voting power and dividend rights equal to or in excess of: (A) that class of common stock of the Employer (or of any other such corporation) having the greatest voting power, and (B) that class of common stock of the Employer (or of any other such corporation) having the greatest dividend rights. Noncallable preferred stock shall be deemed to be Company Stock if such stock is convertible at any time into stock which constitutes Company Stock hereunder and if such conversion is at a conversion price which (as of the date of the acquisition by the Trust) is reasonable. For purposes of the preceding sentence, pursuant to Regulations, preferred stock shall be treated as noncallable if after the call there will be a reasonable opportunity for a conversion which meets the requirements of the preceding sentence.

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