Appreciation Benefit. Shall mean: (1) an amount equal to the lesser of (A) the Prior Benefit Component multiplied by the Issue Price (as defined below), or (B) the Executive's benefit under the Agreement as of December 11, 2009 multiplied by three (3) percent per annum (in the event of a fractional year, the three (3) percent attributable to the fractional year will be reduced proportionately); plus (2) an amount equal to the Stock Award Component (after applying the weighting requirements of subparagraph 2(q))... multiplied by the Issue Price; plus (3) an amount equal to the Stock Ownership Component (after applying the weighting requirements of subparagraph 2(r)) multiplied by the Issue Price.View More
Appreciation Benefit. Shall mean: (1) an amount equal to the lesser of (A) the Prior Benefit Component multiplied by the Issue Price (as defined below), or (B) the Executive's benefit under the Agreement as of December 11, 2009 multiplied by three (3) percent per annum (in the event of a fractional year, the three (3) percent attributable to the fractional year will be reduced proportionately); plus (2) an amount equal to the Stock Award Component (after applying the weighting requirements of subparagraph 2(q))... multiplied by the Issue Price; plus (3) an amount equal to the Stock Ownership Component (after applying the weighting requirements of subparagraph 2(r)) multiplied by the Issue Price. For example, assume the following: Second Step Conversion takes place on December 11, 2014 Executive's benefit as of December 11, 2009 is $28,800 Prior Benefit Component of 20,000 shares ($28,800 / $1.44) Stock Award Component of 30,000 shares Stock Ownership Component of 25,000 shares Issue Price of $5 ($6.44-$1.44) Prior Benefit Component = $33,387.09 [the lesser of $100,000 (20,000 x $5) or $33,387.09 (28,800 x 3% per annum for five (5) years)]; plus Stock Award Component = $37,500 (30,000 x .25 x $5); plus Stock Ownership Component = $93,750 (25,000 x .75 x $5); equals Appreciation Benefit = $164,637.09 The Company will pay interest on the unpaid balance of the Executive's Appreciation Benefit at the rate of the monthly average of the three-month London Interbank Offered Rate (LIBOR) plus 275 basis points per annum until the Appreciation Benefit is paid in full. In the event the Executive dies, becomes Disabled, incurs an Involuntary Termination or there is a Change in Control prior to the date of closing of the Second-Step Conversion, the Fair Market Value of the Company Stock as of the date of death, determination of Disability, Involuntary Termination or Change in Control will be substituted for "the average selling price of a share of Company Stock over the thirty (30) day period immediately preceding the closing of a Second-Step Conversion" when calculating the Issue Price. The Executive shall vest in his Appreciation Benefit in accordance with the following schedule: Vested Percentage Timing of Vesting 15% Upon the expiration date of the "Subscription Offering" as defined in the Prospectus for the Second-Step Conversion, provided, however, if a Second-Step Conversion does not occur, vesting will not occur. 100% Upon the Company's operation with positive before-tax income (disregarding any expense recorded by the Company or the Bank for a nonqualified deferred compensation plan sponsored by the Company or the Bank) for two consecutive calendar quarters following the closing of a Second-Step Conversion, provided, however, if a Second-Step Conversion does not occur, vesting will not occur. Notwithstanding the foregoing, the Executive will become 100 percent vested in his Appreciation Benefit prior to the schedule provided above in the event one of the following events occurs: death, Disability, Involuntary Termination, the occurrence of a Change in Control or the Administrator in its sole discretion accelerates vesting. Notwithstanding the preceding provisions, if the Executive resigns at the request of, or is removed from service by, the Office of Thrift Supervision, Federal Deposit Insurance Corporation or any other regulatory authority for the Bank, the Executive shall be ineligible to participate and shall forfeit any benefits under this Agreement.View More
