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Exhibit 10.10

HARVARD FEDERAL SAVINGS & LOAN ASSOCIATION

DEFERRED FEE AGREEMENT

THIS AGREEMENT is made this      day of                 , by and between Harvard Federal Savings & Loan Association (the “Company”), and                                          (the “Director”).

INTRODUCTION

To encourage the Director to remain a member of the Company’s Board of Directors, the Company is willing to provide to the Director a deferred fee opportunity. The Company will pay the benefits from its general assets.

AGREEMENT

The Director and the Company agree as follows:

Article 1

Definitions

1.1 Definitions . Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1.1 “ Change of Control ” means the conversion from a mutual association to a stock association and the transfer of 51% or more of the Company’s outstanding voting common stock followed within twelve (12) months by termination of the Director’s status as a member of the Company’s Board of Directors.

1.1.2 “ Code ” means the Internal Revenue Code of 1986, as amended. References to a Code section shall be deemed to be to that section as it now exists and to any successor provision.

1.1.3 “ Disability ” means, if the Director is covered by a Company-sponsored disability insurance policy, total disability as defined in such policy without regard to any waiting period. If the Director is not covered by such a policy, Disability means the Director suffering a sickness, accident or injury which, in the judgment of a physician satisfactory to


the Company, prevents the Director from performing substantially all of the normal duties of a director. As a condition to any benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Company’s Board of Directors deems appropriate.

1.1.4 “ Election Form ” means the Form attached as Exhibit 1.

1.1.5 “ Fees ” means the total directors fees payable to the Director.

1.1.6 “ Normal Termination Date ” means the Director attaining age 70 and completing 10 Years of Service.

1.1.7 “ Termination of Service ” means the Director’s ceasing to be a member of the Company’s Board of Directors for any reason whatsoever.

1.1.8 “ Years of Service ” means the total number of twelve-month periods during which the Director serves as a member of the Company’s Board of Directors.

Article 2

Deferral Election

2.1 Initial Election . The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and the form of benefit payment. The Election Form shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

2.2 Election Changes

2.2.1 Generally . The Director may modify the amount of Fees to be deferred by filing a subsequent signed Election Form with the Company. The modified deferral shall not be effective until the calendar year following the year in which the subsequent Election Form is received by the Company. The Director may change the form of benefit payment initially elected under Section 2.1, during a six-month period ending at least 180 days prior to the Director’s Normal Retirement date from the Board.

2.2.2 Hardship . If an unforeseeable financial emergency arising from the death of a family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company may reduce or cease deferrals under this Agreement.


Article 3

Deferral Account

3.1 Establishing and Crediting . The Company shall establish a Deferral Account on its books for the Director, and shall credit to the Deferral Account the following amounts:

3.1.1 Deferrals . The Fees deferred by the Director as of the time the Fees would have otherwise been paid to the Director.

3.1.2 Interest . On the first day of each month and immediately prior to the payment of any benefits, interest on the account balance since the preceding credit under this Section 3.1.2, if any, at a rate adjusted annually on January 1, and equal to the rate on high grade long-term corporate bonds. The rate effective January 1, 1995 shall be 8.60%. The initial projected benefit, based upon the rate effective January 1, 1995 is $             payable for a 10 year period.

3.2 Statement of Accounts . The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

3.3 Accounting Device Only . The Deferral Account is solely a device for measuring amounts to be paid under this Agreement. The Deferral Account is not a trust fund of any kind. The Director is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director’s rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director’s creditors.

Article 4

Benefit Payments

4.1 Normal Termination Benefit . Upon the Director’s Termination of Service, the Company shall pay to the Director the benefit described in this Section 4.1.

4.1.1 Amount of Benefit . The benefit under this Section 4.1 is the Deferral Account balance at the Director’s Termination of Service.

4.1.2 Payment of Benefit . The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form. The Company shall continue to credit interest under Section 3.1.2.

 


4.2 Early Termination Benefit . If the Director terminates service as a director before the Normal Termination Date, and for reasons other than death or Disability, the Company shall pay to the Director the benefit described in this Section 4.2.

4.2.1 Amount of Benefit . The benefit under this Section 4.2 is the Deferral Account balance at the Director’s Termination of Service.

4.2.2 Payment of Benefit . The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form. The Company shall continue to credit interest under Section 3.1.2.

4.3 Disability Benefit . If the Director terminates service as a director for Disability prior to the Normal Retirement Date, the Company shall pay to the Director the benefit described in this Section 4.3.

4.3.1 Amount of Benefit . The benefit under this Section 4.3 is the Deferral Account balance at the Director’s Termination of Service.

4.3.2 Payment of Benefit . The Company shall pay the benefit to the Director in the form elected by the Director on the Election Form. The Company shall continue to credit interest under Section 3.1.2.

4.4 Change of Control Benefit . Upon a Change of Control while the Director is in the active service of the Company, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1 Amount of Benefit . The benefit under this Section 4.4 is the Deferral Account balance at the date of the Director’s Termination of Service.

4.4.2 Payment of Benefit . The Company shall pay the benefit to the Director in the form elected by the Director on the E


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