Exhibit 10.14


 


AMENDED AND RESTATED


OCEAN CITY HOME BANK


DIRECTOR AND EXECUTIVE LIFE INSURANCE
PLAN


 


INTRODUCTION


 


Ocean City Home Bank (the “Bank”)
wishes to attract and retain highly qualified officers and directors. To further this objective, the Bank is willing to divide
the death proceeds of certain life insurance policies which are owned by the Bank on the lives of the participating officers and
directors with their designated beneficiaries.


 


Article 1


Definitions


 


Whenever used in this Plan, the following
terms shall have the meanings specified:


 


“Average Annual Bonus” means
the average of the cash bonuses received by a Participant in each of the three completed calendar years preceding the first to
occur of the Participant’s death or termination of employment with the Bank.


 


“Base Annual Salary”
means the rate of base annual salary of the Participant at the earliest of (1) the date of the Participant’s death; (2) the
date of the Participant’s Disability; (3) the date the Participant’s employment with the Bank terminates within two
years after a Change in Control (except for Termination for Cause); (4) the date of the Participant’s termination of employment
on or after attaining Early Retirement Age; or (5) the Participant’s Normal Retirement Date.


 


“Change in Control” means
any of the following:


 


		(i)	there occurs a “change in control” of the
Bank, as defined or determined either by the Bank’s primary banking regulator or under regulations promulgated by it.



 


		(ii)	as a result of, or in connection with, any merger or
other business combination, sale of assets or contested election, wherein the persons who were Directors of the Bank before such
transaction or event cease to constitute a majority of the Board of Directors of the Bank or any successor to the Bank.



 


		(iii)	the Bank transfers substantially all of its assets
to another corporation or entity which is not an affiliate of the Bank.



 


		(iv)	the Bank is merged or consolidated with another corporation
or entity and, as a result of such merger or consolidation, less than 60% of the equity interest in the surviving or resulting
corporation is owned by the former shareholders or depositors of the Bank.



 


“Director” means a non-employee
member of the Board of Directors of the Bank.


 






    	 		 



     


    

  


“Disability” means the
Participant’s suffering a sickness, accident or injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Participant, or by the Social Security Administration, to be a disability rendering the
Participant totally and permanently disabled. The Participant must submit proof to the Bank of the carrier’s or Social Security
Administration’s determination upon the request of the Bank.


 


“Early Retirement Age”
means the Participant has attained an age such that the sum of the Participant’s age and Years of Service (rounded up to
the next full year) at termination totals at least 60.


 


“Insured” means the individual
whose life is insured.


 


“Insurer” means the insurance
company issuing the life insurance policy on the life of the Insured.


 


“Normal Retirement Age” means
the Participant attaining age 60.


 


“Normal Retirement Date”
means the later of the Normal Retirement Age or the date that the Participant terminates or is terminated for any reason other
than Termination for Cause.


 


“Participant” means an
officer of the Bank or a Director who is designated as a Participant in Appendix A to the Plan and elects in writing to participate
in the Plan using the form attached hereto as Appendix B, and by signing a split dollar endorsement for the Policy under which
he or she is the Insured. A Participant who is an officer shall be identified as a Tier 1 or Tier 2 Participant at the time of
designation.


 


“Policy” or “Policies”
means the individual insurance policy or policies acquired by the Bank for purposes of insuring a Participant’s life under
this Plan.


 


“Plan” means this Ocean
City Home Bank Director and Executive Life Insurance Plan.


 


“Terminated for Cause”
or “Termination for Cause” shall mean termination because of personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law,
rule or regulation (other than traffic violations or similar infractions) or a final cease-and-desist order.


 


“Years of Service” means
the total number of twelve-month periods during which the Participant serves as an employee of the Bank.


 


Article 2


Participation


 


2.1Participation. A Participant may commence
participation in this Plan by executing an Election to Participate and a split dollar endorsement for each Policy. The split dollar
endorsement shall bind the Participant and his or her beneficiaries, assigns and transferees, to the terms and conditions of this
Plan.


 






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2.2Termination
of Participation. In the case of a Participant who is an officer of the Bank, a Participant’s rights under this
Plan shall cease and his or her participation in this Plan shall terminate if any of the following events occur:


 


		(a)	If the Participant is Terminated for Cause;



 


		(b)	If the Participant’s employment is terminated
prior to his Early Retirement Age for reasons other than Disability or following a Change in Control; or



 


		(c)	If the Participant terminates employment due to Disability
and thereafter becomes gainfully employed with an entity other than the Bank.



 


In
the case of a Participant who is a Director, participation shall terminate only upon Termination for Cause.


 


In the event that the Bank decides to maintain
the Policy after the Participant’s termination of participation in the Plan, the Bank shall be the direct beneficiary of
the entire death proceeds of the Policy.


 


2.3Maintaining the Policy and Endorsement until
Death. If any of the events listed below occur, the Bank shall maintain the Policy in full force and effect and, in no
event shall the Bank amend, terminate or otherwise abrogate the Participant’s interest in the Policy, unless the Participant
agrees pursuant to Section 8.1. The Bank may replace the Policy with a comparable insurance policy to cover the benefit provided
under this Agreement if the Bank and Participant execute a new split dollar policy endorsement for a comparable benefit.


 


		(a)	Disability. If the Participant’s employment
is terminated due to Disability, except as set forth in section 2.2(c) herein.



 


		(b)	Retirement. If the Participant’s employment
is terminated on or after Normal or Early Retirement Age (except for Termination for Cause).



 


		(c)	Change in Control. If the Participant’s
employment terminates within two years after a Change in Control (except for Termination for Cause).



 


Article 3


Policy Ownership/Interests


 


3.1Participant’s Interest. With respect
to each Policy, the Participant or the Participant’s assignee shall have the right to designate the beneficiary of one of
the following death benefits:


 






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		(a)	If a Participant who is an officer of the Bank dies
while actively employed by the Bank, the death benefit shall equal the following: (i) in the case of a Tier 1 Participant, three
(3) times the sum of the Participant’s Base Annual Salary and Average Annual Bonus, less any Bank-sponsored group term life
insurance benefit payable at the time of the Participant’s death or (ii) in the case of Tier 2 Participant, (3) times the
Participant’s Base Annual Salary, less any Bank-sponsored group term life insurance benefit payable at the time of the Participant’s
death.



 


		(b)	If a Participant who was an officer of the Bank dies
following termination of employment with the Bank when the Participant is entitled to a post-termination benefit under Section
2.3 hereof, the Participant’s death benefit shall equal the following: (i) in the case of a Tier 1 Participant, three (3)
times the sum of the Participant’s Base Annual Salary and Average Annual Bonus, or (ii) in the case of Tier 2 Participant,
two (2) times the Participant’s Base Annual Salary.



 


		(c)	In the case of a Participant who is a Director, the
death benefit shall be $50,000.



 


The
Participant shall also have the right to elect and change settlement options with the consent of the Bank and the Insurer to the
extent of the Participant’s death benefits.


 


3.2Bank’s Interest. Except to the extent
provided in Section 2.3, the Bank shall own the Policies and shall have the right to exercise all incidents of ownership except
that the Bank shall not sell, surrender or transfer ownership of a Policy so long as a Participant has an interest in the Policy.
With respect to each Policy, the Bank shall be the direct beneficiary of the remaining death proceeds of the Policy after the
Participant’s interest is determined according to section 3.1.


 


Article 4


Premiums


 


4.1Premium Payment. The Bank shall pay
all premiums due on all Policies.


 


4.2Imputed Income. The Bank shall annually
impute income to each Participant in the minimum amount required under applicable federal tax law based on the net death benefit
payable to the Participant’s beneficiary during the calendar year.


 


Article 5


Assignment


 


Any Participant may assign without consideration
all interests in his or her Policy and in this Plan to any person, entity or trust. In the event a Participant shall transfer all
of his or her interest in the Policy, then all of that Participant’s interest in his or her Policy and in the Plan shall
be vested in his or her transferee, who shall be substituted as a party hereunder, and that Participant shall have no further interest
in his or her Policy or in this Plan.


 






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Article 6


Insurer


 


The Insurer shall be bound only by the terms
of their corresponding Policy. Any payments the Insurer makes or actions it takes in accordance with a Policy shall fully discharge
it from all claims, suits and demands of all persons relating to that Policy. The Insurer shall not be bound by the provisions
of this Plan. The Insurer shall have the right to rely on the Bank’s representations with regard to any definitions, interpretations,
or Policy interests as specified under this Plan.


 


Article 7


Administration and Claim


 


Section
7.1Administration.


 


The administration of the Plan, the exclusive
power to interpret it, and the responsibility for carrying out its provisions are vested in the Board, which may, at any time,
by resolution of the Board, delegate such functions to a committee of the Board. The Board shall have the authority to resolve
any question under the Plan. The determination of the Board as to the interpretation of the Plan or any disputed question shall
be conclusive and final to the extent permitted by applicable law.


 


Section
7.2Claims Procedures.


 


		(a)	Claims for benefits under the Plan shall be submitted
in writing to the Chairman of the Board.



 


		(b)	If any claim for benefits is wholly or partially denied,
the claimant shall be given written notice within a reasonable period following the date on which the claim is filed, which notice
shall set forth:



 


		(i)	the specific reason or reasons for the denial;



 


		(ii)	specific reference to pertinent Plan provisions on
which the denial is based;



 


		(iii)	a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and



 


		(iv)	an explanation of the Plan’s claim review procedure.



 


If the claim has not been granted and written
notice of the denial of the claim is not furnished in a timely manner following the date on which the claim is filed, the claim
shall be deemed denied for the purpose of proceeding to the claim review procedure.


 






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		(c)	The claimant or his authorized representative shall
have 30 days after receipt of written notification of denial of a claim to request a review of the denial by making written request
to the Chairman of the Board, and may review pertinent documents and submit issues and comments in writing within such 30-day
period.



 


		(d)	After receipt of the request for review, the Board
shall, in a timely manner, render and furnish to the claimant a written decision, which shall include specific reasons for the
decision and shall make specific references to pertinent Plan provisions on which it is based. Such decision by the Board shall
not be subject to further review. If a decision on review is not furnished to a claimant, the claim shall be deemed to have been
denied on review.



 


		(e)	No claimant shall institute any action or proceeding
in any state or federal court of law or equity or before any administrative tribunal or arbitrator for a claim for benefits under
the Plan until the claimant has first exhausted the provisions set forth in this section.



 


Article 8


Amendments and Termination


 


8.1Amendment or Termination of Plan. Except
as otherwise provided in sections 2.3 and 8.2, the Bank may amend or terminate the Plan at any time.


 


8.2Amendment or Termination of Plan Upon Change
in Control. Notwithstanding the provisions of section 8.1, in the event of a Change in Control, the Bank, or its successor,
shall maintain in full force and effect each Policy that is in existence on the date the Change in Control occurs and shall not
terminate or otherwise abrogate a Participant’s interest in the Policy. However, the Bank may replace the Policy with a comparable
insurance policy to cover the benefit provided under this Plan to the Participant. This section 8.2 shall apply to all Participants
in the Plan on the date the Change in Control occurs, including but not limited to (i) a retired Participant who has an interest
in a Policy; (ii) a disabled Participant who has an interest in a Policy; and (iii) a Participant whose employment terminates within
two years of a Change in Control.


 


Article 9


Miscellaneous


 


9.1Binding Effect. This Plan in conjunction
with each split dollar endorsement shall bind each Participant and the Bank, their beneficiaries, survivors, executors, administrators
and transferees and any Policy beneficiary.


 


9.2No Guarantee of Employment. This Plan
is not an employment policy or contract. It does not give a Participant the right to remain an employee of the Bank, nor does it
interfere with the Bank’s right to discharge a Participant. It also does not require a Participant to remain an employee
nor interfere with a Participant’s right to terminate employment at any time.


 






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9.3Applicable Law. The Plan and all rights
hereunder shall be governed by and construed according to the laws of the State of New Jersey, except to the extent preempted by
federal law.


 


9.4Notice. Any notice, consent or demand
required or permitted to be given under the provisions of this Plan by one party to another shall be in writing, shall be signed
by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing
the same, by United States certified mail, postage prepaid, to such party, addressed to his/her last known address as shown in
the records of the Bank. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.


 


9.5Entire Agreement. This Plan constitutes
the entire agreement between the Bank and the Participant as to the subject matter hereof. No rights are granted to the Participants
by virtue of this Plan other than those specifically set forth herein.


 


9.6Designated Fiduciary. For purposes
of the Employee Retirement Income Security Act of 1974, if applicable, the Bank shall be the named fiduciary and plan administrator
under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operational responsibilities
of the Plan, including the employment of advisors and the delegation of ministerial duties to qualified individuals.


 


9.7Severability. If for any reason any
provision of this Agreement is held invalid such invalidity shall not affect any other provision of this Agreement not held so
invalid, and each such other provision shall, to the full extent consistent with the law, continue in full force and effect. If
any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision,
not held so invalid, and the rest of such provision, together with all other provisions of this Agreement shall, to the full extent
consistent with the law, continue in full force and effect.


 


9.8Headings. The headings of Sections
herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of
this Agreement.


 


9.9Effective Date. The original effective
date of the Plan is September 26, 2003. The Plan, as amended and restated, is effective as of March 18, 2015,


 






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APPENDIX A 


 


 


The following list reflects the roster Plan participants
as of the effective date of the Amended and Restated Plan. The roster includes participants who terminated employment or board
service with a post-termination benefit under the plan.


 


Directors 


 


Roy Gillian


James Steelman


John Van Duyne, Jr.


Sylva Bertini


Frederick Dalzell


Robert Previti


 


Tier 1 Officers 


 


Janet Bossi


Steven Brady


Kim Davidson


Paul Esposito


Donald Morgenweck


Anthony Rizzotte


 


 


Tier 2 Officers


 


Francine Crudo


Robert Garfi


Linda Interlante


Theresa Killian


Donna Mason


Robert Sobkow


Emily Walker


James Yensel


 






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APPENDIX B 


 


ELECTION TO PARTICIPATE 


 


I,                                         
        , hereby elect to become a Participant in the Plan in accordance with Section
2.1 of the Plan.


 


Executed this         
day of                     ,
2015.


 





	 	 
	 	 
	 	 
	 
	Participant
	 	 
	 	 
	 	 
	 
	Witness
	 	 
	 	 
	 	 
	 	 
	Accepted by Ocean City Home Bank:
	 	 
	By:	 



 






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