Looking for an agreement? Search from over 1 million agreements now.

Employee Stock Ownership Plan

This is an actual contract by Coddle Creek Financial.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Banking
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: December 05, 1997
Search This Document
Exhibit 10(d)


EMPLOYEE STOCK OWNERSHIP PLAN


OF


MOORESVILLE SAVINGS BANK, SSB


Prepared By:


Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.
Greensboro and Raleigh, North Carolina


TABLE OF CONTENTS


Page
---- DEFINITIONS AND CONSTRUCTION..............................................2


EMPLOYEE PARTICIPANTS....................................................12


EMPLOYER CONTRIBUTIONS...................................................14


ALLOCATIONS..............................................................20


TERMINATION OF SERVICE-PARTICIPANT VESTING...............................26


TIME AND METHOD OF PAYMENT OF BENEFITS...................................32


EMPLOYER SECURITIES......................................................37


EMPLOYER ADMINISTRATIVE PROVISIONS.......................................43


ADMINISTRATION COMMITTEE.................................................44


PARTICIPANT ADMINISTRATIVE PROVISIONS....................................48


FIDUCIARIES' DUTIES......................................................52


DISCONTINUANCE, AMENDMENT AND TERMINATION................................56


THE TRUST................................................................59


TOP HEAVY RULES..........................................................60


MISCELLANEOUS............................................................64


NATURE OF PLAN


MOORESVILLE SAVINGS BANK, SSB (the "Company"), in order to provide its eligible employees with an opportunity to share in the growth and prosperity of the Company and to accumulate capital for their retirement through the acquisition of a proprietary interest in Coddle Creek Financial Corp., of which the Company is a wholly-owned subsidiary, establishes the Employee Stock Ownership Plan of Mooresville Savings Bank, SSB


ARTICLE I


DEFINITIONS AND CONSTRUCTION


1.01 DEFINITIONS. For the purpose of this Plan, the following
----------- definitions shall apply unless the context requires otherwise:


(a) "Accounts or Account" shall mean the separate accounts
-------------------
maintained by the Administration Committee or Trustee to record the
interest of a Participant under the Plan.


(b) "Accrued Benefit" shall mean the amount standing in a
---------------
Participant's Account(s) as of any date derived from both Employer
contributions and Employee contributions, if any.


(c) "Act" shall mean the Employee Retirement Income Security
---
Act of 1974, as amended from time to time.


(d) "Active Participant" shall mean for each Plan Year any
------------------
Employee who satisfies the eligibility requirements of Article II and
who completes at least one thousand (1,000) Hours of Service during
such Plan Year.


(e) "Administration Committee" shall mean the Plan
------------------------
Administration Committee as from time to time constituted.


(f) "Anniversary Date" shall mean the last day of the Plan
----------------
Year.


(g) "Beneficiary" shall mean any person or fiduciary
-----------
designated by a Participant who is or may become entitled to a benefit
under the Plan following the death of the Participant. A Beneficiary
who becomes entitled to a benefit under the Plan remains a Beneficiary
under the Plan until the Trustee has fully distributed his benefit to
him. A Beneficiary's right to (and the Plan Administrator's,
Administration Committee's or Trustee's duty to provide to the
Beneficiary) information or data concerning the Plan does not arise
until he first becomes entitled to receive a benefit under the Plan.


(h) "Board of Directors" shall mean the Board of Directors of
------------------
Mooresville Savings Bank, SSB unless otherwise indicated or the context
otherwise requires.


(i) "Break in Service" shall occur in any Plan Year during
----------------
which a Participant does not complete more than five hundred (500)
Hours of Service, determined as of the end of the Plan Year.


(j) "Code" shall mean the Internal Revenue Code of 1986, as
----
amended from


2


time to time.


(k) "Company" shall mean Mooresville Savings Bank, SSB or any
-------
successor thereto which shall adopt this Plan.


(l) "Compensation" shall mean, except as specifically provided
------------
elsewhere in this Plan, the Participant's earned income, wages,
salaries, fees for professional service and other amounts received for
personal services actually rendered in the course of employment with
the Employer maintaining the plan (including, but not limited to,
commissions paid salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips, fringe
benefits and reimbursements or other expense allowances under a
nonaccountable plan, and elective contributions), but excluding
Christmas bonuses. "Elective contributions" are amounts excludible from
the Employee's gross income under Code (S) 402(a)(8) (relating to a
Code (S) 401(k) arrangement), Code (S) 402(h) (relating to a simplified
employee pension), Code (S) 125 (relating to a cafeteria plan) or Code
(S) 403(b) (relating to a tax-sheltered annuity) and contributed at the
Employee's election. The term "Compensation" does not include:


(i) Employer contributions (other than "elective
contributions") to a plan of deferred compensation to the
extent the contributions are not included in the gross income
of the Employee for the taxable year in which contributed, on
behalf of an Employee to a simplified employee pension plan to
the extent such contributions are excludible from the
Employee's gross income, and any distributions from a plan of
deferred compensation, regardless of whether such amounts are
includible in the gross income of the Employee when
distributed.


(ii) Amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or
property) held by an Employee either becomes freely
transferable or is no longer subject to a substantial risk of
forfeiture.


(iii) Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock
option.


(iv) Other amounts which receive special tax
benefits, such as premiums for group term life insurance (but
only to the extent that the premiums are not includible in the
gross income of the Employee), or contributions made by an
Employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity contract described in Code
(S) 403(b) (whether or not the contributions are excludible
from the gross income of the Employee), other than "elective
contributions".


Any reference in this Plan to Compensation is a reference to
the definition in this Section 1.01(l), unless the Plan reference
specifies a modification to this definition. The Administration
Committee will take into account only Compensation actually paid for
the


3


relevant period.


The Administration Committee must take into account only the
first $150,000 for Plan Years beginning after December 31, 1993 (or
such larger amount as the Commissioner of Internal Revenue may
prescribe) of any Participant's Compensation. The $150,000 Compensation
limitation applies to the combined Compensation of the Employee and of
any family member aggregated with the Employee for purposes of
determining who is an "Highly Compensated Employee" and who is either
(i) the Employee's spouse; or (ii) the Employee's lineal descendant
under the age of nineteen (19) years. If the $150,000 Compensation
limitation applies to the combined Compensation of the Employee and one
or more family members, the Administration Committee will apply the
contribution and allocation provisions of Article III by prorating the
$150,000 limitation among the affected individuals in proportion to
each such individual's Compensation determined prior to application of
this limitation.


For purposes of determining whether the Plan discriminates in
favor of Highly Compensated Employees, Compensation means Compensation
as defined in this Section 1.01(l), without regard to any exceptions.
For purposes of this nondiscrimination definition, the Employer may
elect to include all elective contributions made by the Employer on
behalf of the Employees. The Employer's election to include elective
contributions must be consistent and uniform with respect to Employees
and all plans of the Employer of any particular Plan Year. The Employer
may make this election to include elective contributions for
nondiscrimination testing purposes, irrespective of whether the
Employer includes elective contributions in the general Compensation
definition applicable to the Plan.


(m) "Disqualified Person" shall have the same meaning as
-------------------
ascribed to the term under Code ss. 4975(e)(2).


(n) "Effective Date" of this Plan shall be the 1st day of
--------------
January, 1997, except as otherwise noted.


(o) "Employee" shall mean any person on the payroll of the
--------
Employer whose wages from the Employer are subject to withholding for
purposes of Federal income taxes and for purposes of the Federal
Insurance Contributions Act. Notwithstanding the foregoing, Employee
shall not include any person on the payroll of the Employer who is
included in a unit of employees covered by an agreement which the
Secretary of Labor finds to be a collective bargaining agreement
between employee representatives and the Employer, if there is evidence
that retirement benefits were the subject of good faith bargaining
between such employee representatives and the Employer. The term
"employee representatives" does not include any organization more than
half the members of which are owners, officers or executives of the
Employer.


(p) "Employer" shall mean the Company and any corporation or
--------
other


4


organization that is affiliated (as defined in Section 407(d)(7)
of the Act) with the Company which duly adopts the Plan with the
approval of the Company.


(q) "Employer Securities" shall mean the common stock issued
-------------------
by Coddle Creek Financial Corp. which shares constitute "employer
securities" under Code ss. 409(l).


(r) "Employer Securities Account" shall mean a separate
---------------------------
account maintained for each Participant and consisting of his allocable
share of Employer Securities allocated to each Participant under the
Plan.


(s) "Employment Commencement Date" shall mean the date on
----------------------------
which an Employee first performs an Hour of Service for the Employer.


(t) "Exempt Loan" shall mean a loan made to this Plan by a
-----------
Disqualified Person, or a loan to this Plan which a Disqualified Person
guarantees, provided the loan satisfies the requirements of Treas. Reg.
ss. 54.4975-7(b).


(u) "Fiscal Year" shall mean the Employer's taxable year for
-----------
federal income tax purposes.


(v) "Former Participant" shall mean any individual who has
------------------
been a Participant hereunder and who has not yet received the entire
benefit to which he is entitled under the Plan.


(w) "General Investment Account" shall mean a separate account
--------------------------
maintained for each Participant and consisting of his allocable share
of Employer contributions, forfeitures, earnings of the Trust allocable
to such account, and realized and unrealized gains and losses allocable
to such account, less any amounts distributed to the Participant or his
Beneficiary from such account and which have not been invested in
Employer Securities.


(x) "Highly Compensated Employee" shall mean an Employee who,
---------------------------
during the Plan Year or during the preceding twelve (12)-month period:


(i) is a more than five percent (5%) owner of the
Employer (applying the constructive ownership rules of
Code ss.318);

(ii) has Compensation in excess of $75,000 (as adjusted
by the Commissioner of Internal Revenue for the relevant
year);


(iii) has Compensation in excess of $50,000 (as
adjusted by the Commissioner of Internal Revenue for the
relevant year) and is part of the top-paid twenty percent
(20%) group of Employees (based on Compensation for the
relevant year); or


5


(iv) has Compensation in excess of fifty percent (50%)
of the dollar amount prescribed in Code (S) 415(b)(1)(A)
(relating to defined benefit plans) and is an officer of the
Employer.


If the Employee satisfies the definition in clause (ii), (iii)
or (iv) in the Plan Year but not during the preceding twelve (12)
-month period and does not satisfy clause (i) in either period, the
Employee is a Highly Compensated Employee only if he is one of the 100
most highly compensated Employees for the Plan Year. The number of
officers taken into account under clause (iv) will not exceed the
greater of three (3) or ten percent (10%) of the total number (after
application of the exclusions under Code (S) 414(q)) of Employees, but
no more than fifty (50) officers. If no Employee satisfies the
Compensation requirement in clause (iv) for the relevant year, the
Administration Committee will treat the highest paid officer as
satisfying clause (iv) for that year.


For purposes of this definition, "Compensation" means
Compensation as defined in Section 1.01(l) but must include: (i)
elective deferrals under a Code (S) 401(k) arrangement or under a
simplified employee pension plan maintained by the Employer; and (ii)
amounts paid by the Employer which are not currently includible in the
Employee's gross income because of Code (S) 125 (cafeteria plans) or
(S) 403(b)(tax-sheltered annuities). The Administration Committee must
make the determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of the top paid
twenty percent (20%) group, the top 100 paid Employees, the number of
officers includible in clause (iv) and the relevant Compensation,
consistent with Code (S) 414(q) and regulations issued under that Code
section. The Employer may make a calendar year election to determine
the Highly Compensated Employees for the Plan Year, as prescribed by
Treasury regulations. A calendar year election must apply to all plans
and arrangements of the Employer. For purposes of applying any
nondiscrimination test required under the Plan or under the Code, in a
manner consistent with applicable Treasury regulations, the
Administration Committee will not treat as a separate Employee a family
member (a spouse, a lineal ascendant or descendant, or a spouse of a
lineal ascendant or descendant) of a Highly Compensated Employee
described in clause (i) of this Section 1.01(x), or a family member of
one of the ten (10) Highly Compensated Employees with the greatest
Compensation for the Plan Year, but will treat the Highly Compensated
Employee and all family members as a single Highly Compensated
Employee. This aggregation rule applies to a family member even if that
family member is a Highly Compensated Employee without family
aggregation.


The term "Highly Compensated Employee" also includes any
former Employee who separated from Service (or has a deemed separation
from Service, as determined under Treasury regulations) prior to the
Plan Year, performs no Service for the Employer during the Plan Year,
and was a Highly Compensated Employee either for the separation year or
any Plan Year ending on or after his fifty-fifth (55th) birthday. If
the former


6


Employee's separation from Service occurred prior to January 1, 1987,
he is a Highly Compensated Employee only if he satisfied clause (i) of
this Section 1.01(x) or received Compensation in excess of $50,000
during: (i) the year of his separation from Service (or the prior
year); or (ii) any year ending after his fifty-fourth (54th) birthday.


(y) "Hour of Service" shall mean:


(i) Each Hour of Service for which the Employer,
either directly or indirectly, pays an Employee, or for which
the Employee is entitled to payment, for the performance of
duties during the Plan Year. The Administration Committee
shall credit Hours of Service under this paragraph (i) to the
Employee for the Plan Year in which the Employee performs the
duties, irrespective of when paid;


(ii) Each Hour of Service for back pay, irrespective
of mitigation of damages, to which the Employer has agreed or
for which the Employee has received an award. The
Administration Committee shall credit Hours of Service under
this paragraph (ii) to the Employee for the Plan Year(s) to
which the award or the agreement pertains rather than for the
Plan Year in which the award, agreement or payment is made;
and


(iii) Each Hour of Service for which the Employer,
either directly or indirectly, pays an Employee, or for which
the Employee is entitled to payment (irrespective of whether
the employment relationship is terminated), for reasons other
than for the performance of duties during a Plan Year, such as
leave of absence, vacation, holiday, sick leave, illness,
incapacity (including disability), layoff, jury duty or
military duty. The Administration Committee shall not credit
more than five hundred one (501) Hours of Service under this
paragraph (iii) to an Employee on account of any single
continuous period during which the Employee does not perform
any duties (whether or not such period occurs during a single
Plan Year). The Administration Committee shall credit Hours of
Service under this paragraph (iii) in accordance with the
rules of paragraphs (b) and (c) of Labor Reg. ss. 2530.200b-2,
which the Plan, by this reference, specifically incorporates
in full within this paragraph (iii).


The Administration Committee shall not credit an Hour of
Service under more than one (1) of the above paragraphs. Furthermore,
if the Administration Committee is to credit Hours of Service to an
Employee for the twelve (12) month period beginning with the Employee's
Employment Commencement Date or with an anniversary of such date, then
the twelve (12) month period shall be substituted for the term "Plan
Year" wherever the latter term appears in this Section 1.01(y). The
Administration Committee shall resolve any ambiguity with respect to
the crediting of an Hour of Service in favor of the Employee.


7


The Administration Committee shall credit every Employee with
Hours of Service on the basis of the "actual" method. For purposes of
the Plan, "actual" method means the determination of Hours of Service
from records of hours worked and hours for which the Employer makes
payment or for which payment is due from the Employer. An Employee or
Participant for whom hourly records are not maintained shall be
credited with forty-five (45) Hours of Service, if compensated weekly,
ninety-five (95) Hours of Service, if compensated semimonthly, or one
hundred ninety (190) Hours of Service, if compensated monthly, for each
period described above if the Employee were hourly rated and would have
been credited with one Hour of Service under paragraphs (i), (ii) and
(iii) above.


Solely for purposes of determining whether the Employee incurs
a Break in Service under any provision of this Plan, the Administration
Committee shall credit Hours of Service during an Employee's unpaid
absence period due to maternity or paternity leave. The Administration
Committee shall consider an employee on maternity or paternity leave if
the Employee's absence is due to the Employee's pregnancy, the birth of
the Employee's child, the placement with the Employee of an adopted
child, or the care of the Employee's child immediately following the
child's birth or placement. The Administration Committee shall credit
Hours of Service under this paragraph on the basis of the number of
Hours of Service the Employee would receive if he were paid during the
absence period or, if the Administration Committee cannot determine the
number of Hours of Service the Employee would receive, on the basis of
eight (8) hours per day during the absence period. The Administration
Committee only shall credit the number of Hours of Service (up to 501
Hours of Service) necessary to prevent an Employee's Break in Service.
The Administration Committee shall credit all Hours of Service
described in this paragraph to the computation period in which the
absence period begins or, if the Employee does not need these Hours of
Service to prevent a Break in Service in the computation period in
which his absence period begins, the Administration Committee shall
credit these Hours of Service to the immediately following computation
period.


(z) "Leave of Absence" shall mean any period of absence from
the active employment of the Employer due to jury duty and compulsory
service in the Armed Forces of the United States if the Employee
returns to active Service with the Employer within ninety (90) days
after he first becomes eligible for release from such active duty. A
Leave of Absence may be granted by the Employer for sickness, accident,
vacation, disability, or other similar reasons under rules established
by it and uniformly applied by it to all individuals similarly
situated. If the Employee does not return to active Service with the
Employer within thirty (30) days of the termination of his Leave of
Absence, his Service will be deemed to have ceased on the date his
absence first commenced.


(aa) "Loan Suspense Account" shall mean an account established
for the crediting and holding of Employer Securities purchased with the
proceeds of an Exempt Loan during the pledge period and repayment of
the Exempt Loan.


8


(bb) "Nonforfeitable" shall mean a Participant's or
--------------
Beneficiary's unconditional claim, legally enforceable against the
Plan, for the Participant's Accrued Benefit.


(cc) "Participant" shall mean an Employee or former Employee
-----------
who has an account balance under the Plan, or an Employee
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  34.204.43.11