**Exhibit 10.5**

 

**Pulaski Financial Corp.**

**Deferred Compensation Plan**

 

**Article 1**

**Effective Date and Purpose**

 

1.1 Effective Date. The Pulaski Financial Corp. Deferred Compensation Plan (the “Plan”) is effective as ofJanuary 1, 2002. 

 

1.2 Purpose. The Plan is a deferredcompensation plan, the primary purpose of which is to provide directors and key employees of Pulaski Bank (the “Bank”) and its affiliated companies with the opportunity to voluntarily defer a portion of their compensation, subject to theterms of the Plan. By adopting the Plan, Pulaski Financial Corp. (the “Company”) and the Bank desire to enhance their ability to attract and retain employees of outstanding competence by providing such individuals with an opportunity toincrease their equity interest in the Company by investing deferrals in shares of Company common stock (“Common Stock”). 

 

**Article 2**

**Administration**

 

2.1 The Committee. The Plan shall be administeredby the Compensation Committee of the Board or any other successor committee appointed by the Board (the “Committee”). 

 

2.2 Authority of the Committee. The Committee shall have authority to select eligible employees of the Bank for participation in the Plan;determine the terms and conditions of each employee’s participation in the Plan; interpret the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and, subject to Article 8 herein, amend the terms andconditions of the Plan and any agreement entered into under the Plan. Further, the Committee shall make all other determinations which may be necessary or advisable for the administration of the Plan. As permitted by law, the Committee may delegateany of its authority granted under the Plan to such other person or entity it deems appropriate, including but not limited to, senior management of the Bank. 

 

2.3 Guidelines. Subject to the provisions herein, the Committee may adopt written guidelines for the implementation and administration of the Plan.

 

2.4 Decisions Binding. All determinations and decisionsof the Committee arising under the Plan shall be final binding, and conclusive upon all parties. 

 

**Article 3**

**Eligibility and Participation**

 

3.1 Eligibility. Subject to Sections 3.2 and 3.3, persons eligible tobe selected to participate in the Plan in any fiscal year (a “Year”) shall include full-time, salaried or commission-based employees of the Bank, its subsidiaries, and affiliates who are key employees, as determined by the Committee in itssole discretion. 

3.2 Limitation on Eligibility. It is the intent of the Company that the Plan qualify for treatmentas a “top hat” plan under the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor Act thereto (“ERISA”). Accordingly, to the extent required by ERISA to obtain such “top hat”treatment, eligibility shall be extended only to those executives who comprise a select group of management or highly compensated employees. Further, the Committee may place such additional limitations on eligibility as it deems necessary andappropriate under the circumstances. 

 

3.3 Participation.Participation in the Plan and the extent of such participation shall be determined by the Committee based upon the criteria set forth in Sections 3.1 and 3.2 herein. An employee who is chosen to participate in the Plan in any Year (a“Participant”) shall be so notified in writing. In the event a Participant selected to participate in the Plan no longer meets the criteria for participation, such Participant shall become an inactive Participant, retaining all the rightsdescribed under the Plan, except the right to make any further deferrals, until such time that the Participant again becomes an active Participant. 

 

3.4 Partial Year Eligibility. In the event that an individual first becomes eligible to participate in the Plan during a Year, such individualshall, within thirty (30) calendar days of becoming eligible, be notified by the Bank of his or her eligibility to participate, and the Bank shall provide each such individual with an Election Form, which must be completed by the individual asprovided in Section 4.2 herein. 

 

3.5 No Right toParticipate. Except as otherwise set forth in a Participant’s Deferred Compensation Agreement, no employee shall have the right to be selected as a Participant, or having been so selected for any given Year, to be selected again as aParticipant for any other Year. 

 

**Article 4**

**Deferral Opportunity**

 

4.1 Deferrals

 

(a) *Amount Which May Be Deferred by a Participant*. A Participant may elect to defer, in any Year, the eligible components of Compensation (asdescribed below); provided, however, that the Committee shall have sole discretion to designate which components of Compensation are eligible for deferral elections under the Plan in any given Year. In addition, the Committee may, in its solediscretion, designate the maximum or minimum amount or increments of any single eligible component of Compensation which may be deferred in any Year or establish any other limitations as it deems appropriate in any Year. 

 

The components of “Compensation” shall include (i)“Salary” defined as all regular, basic wages, before reduction for amounts deferred pursuant to the Plan or any other plan of the Bank or the Company, payable in cash to a Participant for services to be rendered, exclusive of 

 

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any Bonus, other special fees, awards, or incentive compensation, allowances, or amounts designated by the Bank as payment toward or reimbursement ofexpenses, (ii) “Bonus” defined as any incentive award based on an assessment of performance, payable by the Bank to a Participant with respect to the Participant’s services during a Year, and (iii) “Commissions” defined asfees earned in connection with loan originations and other transactions with the Bank or its affiliates.****

 

(b) *Non-Elective Deferrals*. In addition to any elective deferral contributions made by a Participant under subsection (a) hereof, the Bank, in itsole discretion, may, but shall not be required to, credit to a Participant’s Account as a nonelective deferral contribution (a “Bank Contribution”) any amount it determines appropriate. The amount so credited, if any, may vary fromParticipant to Participant and may be zero even if a contribution is made on behalf of another Participant. The Bank may also express a Bank Contribution as a matching contribution equal to a percentage of the Participant’s annual electivedeferral contributions, if any. Subject to a written agreement between the Company, the Bank and the Participant, the Bank may require deferral of a portion of the Participant’s Compensation on a non-elective basis and such deferral shall betreated as a Bank Contribution. 

 

4.2 Time of DeferralElection. An election to defer a component of Compensation permitted by the Committee to be deferred by a Participant under the Plan shall be given effect in accordance with the following timing rules: 

 

(a) An election to defer Salary or Commissions shall apply only to Salary orCommissions earned for payroll periods beginning after a properly executed Election Form has been filed with the Committee. 

 

(b) An election to defer a Bonus for any Year shall apply only if a properly executed Election Form has been filed with the Committee before the beginningof the Year to which the Bonus relates. 

 

4.3 Content ofDeferral Election. All deferral elections shall be irrevocable, and shall be made on a form or forms prescribed by the Committee (an “Election Form”), as described herein. Participants shall make the following irrevocable elections oneach Election Form: 

 

(a) The amount to be deferred withrespect to each eligible component of Compensation for the Years; 

 

(b) The length of the deferral period with respect to each eligible component of Compensation, subject to the terms of Section 4.4 herein; and 

 

(c) The method of distribution to be made to the Participant at the end of the deferral period(s), subject to the terms of Section 4.5 herein. 

 

Notwithstanding the amounts requested to be deferred pursuant to subparagraph (a) above,the limits on deferrals set forth in Section 4.1 herein shall apply to the requested deferrals each Year. 

 

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A Participant may, from time to time, modify a deferral election with respect to previously deferredamounts, including a modification as to the length of the deferral period or the form of distribution at the end of such period; provided, however, that a modification of the terms of a prior deferral election shall only be effective one (1) yearafter the date on which it is submitted in writing to the Bank and subject to the approval of the Committee. 

 

4.4 Length of Deferral. The deferral periods elected by each Participant with respect to deferrals of Compensation for any Year shall be at leastequal to one (1) year following the end of the Year to which the deferral relates, unless such deferral is a Bank Contribution subject to a vesting schedule. 

 

4.5 Distribution of Deferred Amounts. Participants shall be entitled to elect to receive distribution of deferred amounts, at the end of thedeferral period in a single lump sum distribution, by means of installments, or in such other format approved by the Committee. 

 

(a) Lump Sum Distribution. Such distribution shall be made in the form of whole shares of Common Stock within one hundred and twenty (120) calendardays of the date specified by the Participant as the date for distribution of deferred amounts as described in Sections 4.3 and 4.4 hereof, or as soon thereafter as practicable. 

 

(b) Installment Distribution. Participants may elect distribution in annual installments, with a minimum number ofinstallments of two (2) and a maximum of ten (10). The initial distribution shall be made in the form of shares of Common Stock within one hundred and twenty (120) calendar days after the commencement date selected by the Participant pursuant toSections 4.3 and 4.4 hereof, or as soon thereafter as practicable. The remaining distributions shall be made in shares of Common Stock each year thereafter, until the Participant’s entire deferred compensation account has been distributed. Thenumber of shares distributable with respect to each installment shall be equal to the balance of the number of Common Stock Units remaining in the Participant’s deferred compensation account immediately prior to each such distribution,multiplied by a fraction, the numerator of which is one (1), and the denominator of which is the number of installments remaining. 

 

(c) Alternative Schedule. A participant may submit an alternate distribution schedule to the Committee for approval; provided, however, that nosuch alternate schedule shall be permitted unless approved by the Committee. 

 

(d) Limitation on Form of Distribution. Distributions under this Plan shall be made solely in the form of whole shares of Common Stock and the Company shall be under no obligation to distribute any amount incash. 

 

(e) Death Benefits; Beneficiary Designation. If aParticipant dies before the end of a deferral period or prior to termination of employment, or after distribution of the Participant’s account has commenced but prior to the distribution of all amounts to which the Participant is entitled underthe Plan, the Participant’s account shall be distributable or shall continue to be 

 

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distributed in accordance with the Participant’s election under this Section 4.5 to the person or persons designated pursuant to this subsection (e). AParticipant may from time to time designate in writing on a form prescribed by the Committee for such purpose a person or persons (named contingently or successively) to receive benefits distributable under this Plan upon or after theParticipant’s death. Such designation may be changed from time to time by the Participant by filing a new designation. Each designation shall revoke all prior designations by the Participant. In the absence of a valid beneficiary designation,the Participant’s benefits shall be distributable to his or her surviving spouse, or, if the Participant is not survived by a spouse, to his or her estate. 

 

4.6 Financial Hardship. The Committee shall have the authority to alter the timing or form of distribution of deferred amounts in the event thatthe Participant establishes, to the satisfaction of the Committee, severe financial hardship. In such event, the Committee may, in its sole discretion: 

 

(a) Authorize the cessation of deferrals by such Participant under the Plan, or 

 

(b) Provide that all or a portion of the amount previously deferred by the Participant shall immediately be paid in a lumpsum distribution in the form of shares of Common Stock; or 

 

(c)Provide that all or a portion of the installments payable over a period of time shall immediately be paid in a lump sum distribution of shares of Common Stock; or 

 

(d) Provide for such other installment schedule as deemed appropriate by the Committee under the circumstances. 

 

For purposes of this Section 4.6, “severe financial hardship”shall be determined by the Committee, in its sole discretion, in accordance with all applicable laws. The Committee’s decision with respect to the severity of financial hardship and the manner in which, if at all, the Participant’s futuredeferral opportunities shall be ceased, and/or the manner in which if at all, the distribution of deferred amounts of the Participant shall be altered or modified shall be final, conclusive, and not subject to appeal. 

 

4.7. Special Change in Control Election. In addition to the electionsdescribed in Section 4.3 of this Plan, each Participant may make an election applicable solely in the event of a Change in Control of the Bank or the Company with respect to the length of the deferral period for all deferrals under the Plan and theform of distribution of such deferrals. Such election must be made in writing at least three (3) months prior to the consummation of any transaction constituting a Change in Control. In the absence of an election pursuant to this Section 4.7, aParticipant’s benefits under this Plan shall be payable in accordance with the Participant’s elections under Section 4.3. For purposes of this Plan, a “Change in Control” shall mean an event of a nature that: (i) would berequired to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Changein Control of the Bank or the Holding Company within the meaning of the Change in Bank Control Act and 

 

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the Rules and Regulations promulgated by the Federal Deposit Insurance Corporation (“FDIC”) at 12 C.F.R. § 303.4(a), with respect to the Bank,and the Rules and Regulations promulgated by the Office of Thrift Supervision (“OTS”) (or its predecessor agency), with respect to the Holding Company, as in effect on the date of this Agreement; or (iii) without limitation such a Changein Control shall be deemed to have occurred at such time as (A) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the ExchangeAct), directly or indirectly, of voting securities of the Bank or the Holding Company representing 20% or more of the Bank’s or the Holding Company’s outstanding voting securities or right to acquire such securities except for any votingsecurities of the Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Holding Company or its Subsidiaries, or (B) individuals who constitute the Board on the date hereof (the “IncumbentBoard”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising theIncumbent Board, or whose nomination for election by the Holding Company’s stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (B), consideredas though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs or is effectuated in which theBank or Holding Company is not the resulting entity, or (D) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholderapproval of a plan of reorganization, merger or consolidation of the Holding Company or Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchangedfor or converted into cash or property or securities not issued by the Bank or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Holding Company then outstanding.

 

**Article 5**

**Deferred Compensation Accounts**

 

5.1 Participant Accounts. The Company shall establish and maintain an individual bookkeeping account for deferrals made by each Participant underArticle 4 herein. Each account shall be credited as of the date the amount deferred otherwise would have become due and payable to the Participant, or as otherwise determined in the Participant’s Deferred Compensation Agreement. 

 

5.2 Valuation of Deferred Amounts. Amounts credited to aParticipant’s deferred compensation account shall be credited solely in the form of “Common Stock Units” with each unit equivalent to one (1) share of Common Stock. 

 

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The following additional rules shall apply to Common Stock Units: 

 

(a) The number of Common Stock Units credited to a Participant’sAccount with respect to contributions made to his or her Account shall equal the dollar amount of such contributions divided by the average of the high and low trading prices of the Common Stock for the seven (7) trading days prior to the date thecontributions were made. 

 

(b) The Participant’s Accountshall also be credited with additional Common Stock Units equal to the dollar amount of dividends or other distributions paid from time to time during the deferral period on a number of shares of Common Stock equal to the number of Common StockUnits then credited to the Participant’s Account divided by the average of the high and low trading prices of the Common Stock on the payment date. 

 

(c) In the event of any change in the outstanding shares of the Common Stock by reason of any stock dividend or split, recapitalization, merger,consolidation, spin-off, reorganization, combination or exchange of shares, Change in Control or other similar corporate change, then an equitable equivalent adjustment shall be made in the Common Stock Units credited to Accounts under the Plan.

 

(d) When distribution of a Participant’s Account occurs,such distribution shall be made solely by transferring to the Participant or beneficiary a number of shares of the Common Stock equal to the number of whole units then distributable from the Participant’s Account. On any distribution date,fractional Common Stock Units shall be rounded up to the nearest whole unit. 

 

5.3 Charges Against Accounts. There shall be charged against each Participant’s deferred compensation account any distributions made to the Participant or to his or her beneficiary. 

 

**Article 6**

**Rights of Participants**

 

6.1 Contractual Obligation. The Plan shall create a contractual obligation on the part of the Company to make distributions from the Participant’s accounts when due. 

 

6.2 Unsecured Interest. No Participant or party claiming an interestin amounts deferred by a Participant shall have any interest whatsoever in any specific asset of the Company or the Bank. To the extent that any party acquires a right to receive distributions under the Plan, such right shall be equivalent to thatof an unsecured general creditor of the Company or the Bank. 

 

6.3 Authorization for Trust. The Company may, but shall not be required to, establish one or more trusts, with such trustee as the Committee may approve, for the purpose of providing for the distribution of deferred amounts. Suchtrust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the creditors of the Bank or Company. To the extent any amounts deferred under the Plan are actually paid from any such trust, the Company shall have

 

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no further obligation with respect thereto, but to the extent not so paid, such deferred amounts shall remain the obligation of, and shall be paid by, theCompany or the Bank. 

 

6.4 Employment. Nothing in thePlan shall interfere with nor limit, in any way, the right of the Bank or any affiliate of the Bank to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Bank or anyaffiliate of the Bank. 

 

**Article 7**

**Withholding of Taxes**

 

The Company shall have the right to require Participants to remit to the Company an amount sufficient to satisfy any withholding tax requirements or todeduct from all distributions made pursuant to the Plan amounts sufficient to satisfy withholding tax requirements. 

 

**Article 8**

**Amendment and Termination**

 

The Company hereby reserves the right to amend, modify, or terminate the Planat any time by action of the Board, provided, however, that no such amendment or termination shall in any material manner adversely affect any Participant’s rights to amounts previously deferred hereunder without the consent of the Participant.

 

**Article 9**

**Claims Procedure**

 

(a) Claim. A person who believes that he is being denied a benefit to which he is entitled under this Plan (hereinafter referred to as a“Claimant”) may file a written request for such benefit with the Company, setting forth his claim. The request must be addressed to the Secretary of the Board at the Company’s then principal place of business. 

 

(b) Claim Decision. Upon receipt of a claim, the Committee shalladvise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Committee may, however, extend the reply period for an additional ninety (90) days for reasonable cause. Ifthe claim is denied in whole or in part, the Committee shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: 

 

(i) The specific reason or reasons for such denial; 

 

(ii) The specific reference to pertinent provisions of this Plan on which such denial is based; 

 

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(iii) A description of any additional material or information necessary for the Claimant to perfect hisclaim and an explanation why such material or such information is necessary; 

 

(iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and 

 

(v) The time limits for requesting a review of the decision and for review of the decision. 

 

(c) Request for Review***.*** With sixty (60) days after the receipt by the Claimant of the written opiniondescribed above, the Claimant may request in writing that the Board review the determination of the Committee. Such request must be addressed to the Secretary of the Board, at its then principal place of business. The Claimant or his duly authorizedrepresentative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Committee. If the Claimant does not request a review of the Committee’s determination by the Board within suchsixty (60) day period, he shall be barred and stopped from challenging the Committee’s determination. 

 

(d) Review of Decision. Within sixty (60) days after receipt of a request for review, the Board will review the Committee’s determination.After considering all materials presented by the Claimant, the Board will provide the Claimant with a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision andcontaining specific references to the pertinent provisions of this Plan on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary of the Board will so notify the Claimant and willrender the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review. 

 

**Article 10**

**Miscellaneous**

 

10.1 Notice. Except as otherwise provided herein,any notice or filing required or permitted to be given to the Company under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail to the Secretary of the Company. Notice to the Secretary, if mailed,shall be addressed to the principal executive offices of the Company. Notice mailed to a Participant shall be at such address as is given in the records of the Company. Notices shall be deemed given as of the date of delivery or, if delivery is madeby mail, as of the date shown on the postmark on the receipt for registration or certification. 

 

10.2 Nontransferability. Participant’s rights to deferred amounts credited hereunder the Plan may not be sold, transferred, assigned, orotherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. In no event shall the Company make any distribution under the Plan to any assignee or creditor of a Participant. 

 

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10.3 Severability. In the event any provision of the Plan shall be held illegal or invalid for anyreason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 

 

10.4. Costs of the Plan. All costs of implementing and administeringthe Plan shall be borne by the Company or an affiliate of the Company. 

 

10.5 Status under ERISA. The Plan is intended to be an unfunded plan which is maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employees” within themeaning of Sections 201, 301, and 401 of ERISA, and to therefore be exempt from the provisions of Parts 2, 3, and 4 of Title 1 of ERISA. 

 

10.6 Applicable Law. The Plan shall be governed by and construed in accordance with the laws of the State of Missouri. 

 

10.7 Successors. All obligations of the Company or the Bank under thePlan shall be binding on any successor to the Bank or the Bank, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets ofthe Bank or the Company. 

 

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