EX-10.1






Exhibit 10.1




GREENVILLE FEDERAL FINANCIAL CORPORATION

AMENDED AND RESTATED

2006 EQUITY PLAN




1.00 PURPOSE AND EFFECTIVE DATE




1.01 Purpose. This Plan is intended to foster and promote the long-term financial success of the
Company and Related Entities and to increase stockholder value by [1] providing Employees and
Directors an opportunity to acquire an ownership interest in the Company and [2] enabling the
Company and Related Entities to attract and retain the services of outstanding Employees and
Directors upon whose judgment, interest and special efforts the successful conduct of the Company’s
business is largely dependent.



1.02 Effective Date. The Plan was originally effective upon its adoption by the Board on September
26, 2006 (the “Effective Date”) and subsequent approval by the affirmative vote of the Company’s
stockholders holding [1] a majority of the total outstanding shares of the Stock and [2] a majority
of the total outstanding shares of the Stock excluding the shares of the Stock held by Greenville
Federal MHC, the mutual holding company of the Company. The Plan is hereby amended and restated in
its entirety effective July 1, 2008 for compliance with the requirements of Code §409A. Subject to
Section 10.00, the Plan will continue until September 26, 2016.



2.00 DEFINITIONS




When used in this Plan, the following words, terms and phrases have the meanings given to them in
this section unless another meaning is expressly provided elsewhere in this document or clearly
required by the context. When applying these definitions and any other word, term or phrase used
in this Plan, the form of any word, term or phrase will include any and all of its other forms.



Act. The Securities Exchange Act of 1934, as amended, or any successor statute of similar effect,
even if the Company is not subject to the Act.



Award. Any Incentive Stock Option, Nonqualified Stock Option, or Retention Shares granted under
the Plan.



Award Agreement. The written or electronic agreement between the Company and each Participant that
describes the terms and conditions of each Award and the manner in which it will or may be
exercised or settled, as applicable. If there is a conflict between the terms of this Plan and the
terms of the Award Agreement, the terms of this Plan will govern.



Beneficiary. The person a Participant designates to receive (or to exercise) any Plan benefit (or
right) that is unpaid (or unexercised) when the Participant dies. A Beneficiary may be designated
only by following the procedures described in Section 11.02; neither the Company nor the Committee
is required to infer a Beneficiary from any other source.



Board. The Company’s board of directors.



 









 





Cause. As defined in any written agreement between the Employee and the Company or any Related
Entity or, if there is no written agreement, one or more of the following acts of the Employee, as
determined by the Board: personal dishonesty; incompetence; willful misconduct; breach of fiduciary
duty involving personal profit; intentional failure or refusal to perform assigned duties and
responsibilities consistent with the Employee’s position; willful violation of any law, rule,
regulation (other than traffic violations or similar offenses) or final cease-and-desist order;
conviction of a felony or for fraud or embezzlement; or material breach of any written agreement
between the Employee and the Company or any Related Entity.



However, Cause will not arise solely because the Employee is absent from active employment during
periods of vacation, consistent with the employer’s applicable policy, sickness or illness or while
suffering from an incapacity due to physical or mental illness, including a condition that does or
may result in a Disability or other period of absence initiated by the Employee and approved by the
employer.



Change in Control. As defined in any written agreement between the Employee and the Company or any
Related Entity or, if there is no written agreement defining this term, the occurrence of the
earliest to occur of any one of the following events on or after the Effective Date:



[1] any one person, or more than one person acting as a group, acquires, directly or indirectly,
ownership of stock of the Company that, together with the stock held by such person or group,
constitutes more than fifty percent (50%) of the total Fair Market Value or total voting power of
the stock of the Company. However, if any one person or more than one person acting as a group is
considered to own more than fifty percent (50%) of the total Fair Market Value or total voting
power of the stock of the Company, the acquisition of additional stock by the same person or
persons is not considered to cause a Change in Control. Any increase in the percentage of stock
owned by any one person, or persons acting as a group, as a result of the transaction in which the
Company acquires its stock in exchange for property will be treated as an acquisition of stock for
purposes of this section; or



[2] any one person, or more than one person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such person or persons) assets
from the Company that have a total gross fair market value equal to or more than fifty percent
(50%) of the total gross fair market value of all of the assets of the Company immediately prior to
such acquisition or acquisitions.



Notwithstanding the foregoing, in no event will [a] the ownership or acquisition of the stock of
the Company by Greenville Federal MHC or by an employee benefit plan of the Company or any Related
Entity or [b] the conversion of the Company or Greenville Federal MHC from the mutual holding
company form of organization to the full stock form of organization, constitute a Change in
Control. Moreover, notwithstanding any other provision of this Plan, [i] the Participant will not
be entitled to any amount under this Plan if he or she acted in concert with any person or group to
effect a Change in Control, other than at the specific direction of the Board and in his or her
capacity as an



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Employee of the Company or any Related Entity, and [ii] no Change in Control will be deemed to have
occurred for purposes of this Plan with respect to any Award subject to Code §409A unless a change
in ownership or effective control of the Company or a change in ownership of a substantial portion
of the assets of the Company, each as defined in Treas. Reg. §1.409A-3(i)(5), has occurred.



Change in Control Price. The price (or other property) per share of the Stock paid in conjunction
with any transaction resulting in a Change in Control or, in the case of a Change in Control
occurring solely by reason of events not related to a transfer of the Stock, the Fair Market Value
of a share of the Stock on the last trading day before the Change in Control occurs.



Code. The Internal Revenue Code of 1986, as amended or superseded after the Effective Date and any
applicable rulings or regulations issued under the Code.



Committee. The Board’s Compensation Committee, which also constitutes a “compensation committee”
within the meaning of Treas. Reg. §1.162-27(c)(4). The Committee will be comprised of at least
three persons [1] each of whom is [a] an outside director, as defined in Treas. Reg.
§1.162-27(e)(3)(i) and [b] a “non-employee” director within the meaning of Rule 16b-3 under the Act
and [2] none of whom may receive remuneration from the Company or any Related Entity in any
capacity other than as a director, except as permitted under Treas. Reg. §1.162-27(e)(3)(ii).



Company. Greenville Federal Financial Corporation, a federally chartered stock subsidiary holding
company, and any and all successors to it.



Covered Officer. Those Employees whose compensation is (or likely will be) subject to limited
deductibility under Code §162(m) as of the last day of any calendar year.



Director. A person who, on an applicable Grant Date [1] is an elected member of the Board or of a
Related Board (or has been appointed to the Board or to a Related Board to fill an unexpired term
and will continue to serve at the expiration of that term only if elected by stockholders) and [2]
is not an Employee. For purposes of applying this definition, a Director’s status will be
determined as of the Grant Date applicable to each affected Award.



Disability. Unless the Committee specifies otherwise in the Award Agreement:



[1] With respect to an Incentive Stock Option, as defined in Code §22(e)(3);




[2] With respect to any Award subject to Code §409A, as defined in Code §409A; and




[3] With respect to any Award not described in subpart [1] or [2] of this definition, as defined in
any disability insurance policy or plan maintained by the Company or a Related Entity and in which
the Employee is eligible to participate at the Grant Date. If a Participant is ineligible to
participate in all disability insurance policies or plans maintained by the Company and all Related
Entities or no such plan or policy is maintained, then disability shall be determined by the
Committee with respect to



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Employees and the Board with respect to Directors based upon all the medical evidence available.



Employee. Any person who, on any applicable date, is a common law employee of the Company or any
Related Entity. A worker who is classified as other than a common law employee but who is
subsequently reclassified as a common law employee of the Company or a Related Entity for any
reason and on any basis will be treated as a common law employee only from the date that
reclassification occurs and will not retroactively be reclassified as an Employee for any purpose
of this Plan.



Exercise Price. The amount, if any, a Participant must pay to exercise an Award.



Fair Market Value. The value of one share of the Stock on any relevant date, determined under the
following rules:



[1] if the Stock is traded on an exchange, the reported “closing price” on the relevant date, if it
is a trading day, otherwise on the next trading day;



[2] if the Stock is not traded on an exchange but is traded over-the-counter on a quotation system,
the reported “closing price,” if reported, or if there is no reported “closing price,” the mean
between the highest bid and the lowest asked prices on that quotation system on the relevant date
if it is a trading day, otherwise on the next trading day; or



[3] if neither subparts [1] or [2] of this definition apply,





[a] with respect to any Award that is subject to Code §409A or any Nonqualified Stock
Option, fair market value shall be determined by the reasonable application of a reasonable
valuation method within the meaning of Treas. Reg. §1.409A-1(b)(5)(iv)(B); and




[b] with respect to any other Award, fair market value shall be determined by the Committee
in good faith and, with respect to Incentive Stock Options, consistent with rules
prescribed under the Code.



Grant Date. The date an Award is granted.



Incentive Stock Option. Any Option that, on the Grant Date, meets the conditions imposed under
Code §422 and is not subsequently modified in a manner inconsistent with Code §422.



Nonqualified Stock Option. Any Option that is not an Incentive Stock Option.



Option. The right granted under Section 6.00 to a Participant to purchase a share of the Stock at
an Exercise Price for a specified period of time. An Option may be either [1] an Incentive Stock
Option or [2] a Nonqualified Stock Option.



Participant. Any Employee or Director to whom an Award has been granted and which is still
outstanding.



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Plan. The Greenville Federal Financial Corporation Amended and Restated 2006 Equity Plan.



Plan Share Reserve. The shares of the Stock held by the Trustee pursuant to Section 7.00 of the
Plan and not yet subject to Awards.



Plan Year. The Company’s fiscal year.



Related Board. The board of directors of any incorporated Related Entity or the governing body of
any unincorporated Related Entity.



Related Entity. Any entity that is or becomes related to the Company through common ownership as
determined under Code §414(b) or (c) but modified as permitted under Treas. Reg. §
1.409A-1(b)(5)(iii)(E)(1).



Retention Shares. The Stock awarded or issuable to a Participant pursuant to Section 7.00 of the
Plan.



Retirement. Unless the Committee specifies otherwise in the Award Agreement, the date an Employee
Terminates on or after reaching age 55 and qualifying to receive benefits under any tax-qualified
deferred compensation plan then maintained by his or her employer.



Savings Bank. Greenville Federal, a savings bank chartered under the laws of the United States.



Stock. The common stock, par value $.01 per share, issued by the Company or any security issued by
the Company in substitution, exchange or in place of these shares.



Termination.




[1] With respect to any Award that is not subject to Code §409A:




[a] If a Participant is an Employee, a termination of the Employee’s common-law employment
relationship with the Company and all Related Entities for any reason; and




[b] If a Participant is a Director, a termination of the Director’s service on the Board
and any Related Board for any reason.



[2] With respect to any Award that is subject to Code §409A, a “separation from service” as defined
under Treas. Reg. §1.409A-1(h).



Trust. The trust established pursuant to Section 7.00 of the Plan.



Trustees. The people or entity approved by the Board to hold legal title to the Retention Shares
for the purposes set forth herein.



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3.00 PARTICIPATION




3.01 Awards to Employees.




[1] Consistent with the terms of the Plan and subject to Section 3.03, the Committee will [a]
decide which Employees will be granted Awards; and [b] specify the type of Award to be granted to
Employees and the terms upon which those Awards will be granted and may be earned.



[2] The Committee may establish different terms and conditions [a] for each type of Award granted
to an Employee; [b] for each Employee receiving the same type of Award; and [c] for the same
Employee for each Award the Employee receives, whether or not those Awards are granted at different
times.



3.02 Awards to Directors.




[1] Consistent with the terms of the Plan and subject to Section 3.03, the Board, upon
recommendation of the Committee, will [a] decide which Directors will be granted Awards; and [b]
specify the type of Award to be granted to Directors and the terms upon which those Awards will be
granted and may be earned.



[2] The Board, upon the Committee’s recommendation, may establish different terms and conditions
[a] for each type of Award granted to a Director; [b] for each Director receiving the same type of
Award; and [c] for the same Director for each Award the Director receives, whether or not those
Awards are granted at different times.



3.03 Conditions of Participation. By accepting an Award, each Employee and Director agrees:



[1] To be bound by the terms of the Award Agreement and the Plan and to comply with other
conditions imposed by the Committee (or the Board, as appropriate); and



[2] That the Committee (or the Board, as appropriate) may amend the Plan and the Award Agreements
without any additional consideration to the extent necessary to avoid penalties arising under Code
§409A, even if those amendments reduce, restrict or eliminate rights that were granted under the
Plan or Award Agreement (or both) before those amendments.



4.00 ADMINISTRATION




4.01 Duties. The Committee is responsible for administering the Plan and has all powers
appropriate and necessary to that purpose, other than powers and authority expressly reserved to
the Board by the terms of the Plan. Consistent with the Plan’s objectives, the Board and the
Committee may adopt, amend and rescind rules and regulations relating to the Plan, to the extent
appropriate to protect the Company’s and the Related Entities’ interests, and has complete
discretion to make all other decisions necessary or advisable for the administration and
interpretation of the Plan. Any action by the Board or the Committee will be final, binding and
conclusive for all purposes and upon all persons.



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4.02 Delegation of Duties. In their sole discretion, the Board and the Committee may delegate any
ministerial duties associated with the Plan to any person (including Employees) that they deem
appropriate. However, neither the Board nor the Committee may delegate any duties it is required
to discharge to comply with Code §162(m).



4.03 Award Agreement. As soon as administratively feasible after the Grant Date, the Committee (at
the Board’s direction, if appropriate) will prepare and deliver an Award Agreement to each affected
Participant. The Award Agreement:



[1] Will describe [a] the type of Award and when and how it may be exercised or earned, [b] any
Exercise Price associated with that Award, and [c] how the Award will or may be settled.



[2] To the extent different from the terms of the Plan, will describe [a] any conditions that must
be met before the Award may be exercised or earned, [b] any objective restrictions placed on the
Award, and [c] any other applicable terms and conditions affecting the Award.



4.04 Restriction on Repricing. Regardless of any other provision of this Plan, neither the Company
nor the Committee may “reprice” (as defined under the rules of any exchange on which the Stock is
then traded or, if the Stock is not traded on any exchange, as defined under the rules of The
NASDAQ Stock Market) any Award without the prior approval of the stockholders.



5.00 LIMITS ON STOCK SUBJECT TO AWARDS




5.01 Number of Authorized Shares of the Stock. Subject to Section 5.03, the number of shares of
the Stock issued under the Plan must not exceed the following limitations:



[1] The aggregate number of shares of the Stock issued under the Plan pursuant to Options will not
exceed 112,622.



[2] The aggregate number of shares of the Stock issued under the Plan pursuant to Incentive Stock
Options will not exceed 112,622.



[3] The aggregate number of shares of the Stock issued under the Plan pursuant to Nonqualified
Stock Options will not exceed 112,622.



[4] The aggregate number of shares of the Stock issued under the Plan pursuant to Retention Shares
will not exceed 45,048.



The shares of the Stock to be delivered under the Plan may consist, in whole or in part, of
treasury stock, authorized but unissued shares of the Stock not reserved for any other purpose or
shares of the Stock purchased in the market by the Trust; provided, however, that the use of shares
of the Stock purchased in the secondary market will be limited to such repurchases as are permitted
by applicable regulations of the Office of Thrift Supervision.



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5.02 Share Accounting. The limits imposed under Section 5.01:



[1] Will be conditionally reduced by the number of shares of the Stock subject to any outstanding
Award;



[2] Will be absolutely reduced by [a] the number of shares of the Stock issued pursuant to the
exercise of an Option, [b] the number of Retention Shares earned, and [c] the number of shares of
the Stock subject to an Award settled in exchange for a cash payment by the Company or a Related
Entity; and



[3] Will be increased by the number of shares of the Stock subject to any Award that, for any
reason, is forfeited, cancelled, terminated, relinquished, exchanged or otherwise settled without
the issuance of shares of the Stock pursuant to the exercise of an Option or without the
distribution of Retention Shares from the Trust, other than a settlement of an Award in exchange
for a cash payment by the Company or a Related Entity.



In addition, the number of authorized shares of the Stock specified in Section 5.01 will be reduced
by the number of shares of the Stock surrendered by a Participant or withheld by the Company to pay
the Exercise Price of an Option or the taxes associated with an Award.



Any decision by the Committee under this section will be final and binding on all Participants.



5.03 Adjustment in Capitalization. If, after the Effective Date, there is a Stock dividend, Stock
split, recapitalization (including payment of an extraordinary dividend), merger, consolidation,
combination, spin-off, distribution of assets to stockholders, exchange of shares, or other similar
corporate change affecting shares of the Stock, the Committee will appropriately adjust, subject to
the limitations contained in 12 C.F.R. Section 563b.500, [1] the number of Awards that may or will
be granted to Participants during a Plan Year, [2] the aggregate number of shares of the Stock
available for Awards under Section 5.01 or subject to outstanding Awards (as well as any
share-based limits imposed under this Plan), [3] the respective Exercise Price, number of shares
and other limitations applicable to outstanding or subsequently granted Awards, and [4] any other
factors, limits or terms affecting any outstanding or subsequently granted Awards. Notwithstanding
the foregoing, an adjustment pursuant to this section shall be made only to the extent such
adjustment complies, to the extent applicable, with Code §409A. The existence of this Plan and the
Awards granted hereunder shall not affect or restrict in any way the right or power of the Board or
the stockholders of the Company to make or authorize the following: any adjustment,
recapitalization, reorganization or other change in the Company’s capital structure or its
business; any merger, acquisition or consolidation of the Company; any issuance of bonds,
debentures, preferred or prior preference stocks ahead of or affecting the Company’s capital stock
or the rights thereof; the dissolution or liquidation of the Company or any sale or transfer of all
or any part of its assets or business; or any other corporate act or proceeding, including any
merger or acquisition which would result in the exchange of cash, stock of another company or
options to purchase the stock of another company for any Award outstanding at the time



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of such corporate transaction or which would involve the termination of all Awards outstanding at
the time of such corporate transaction.



5.04 Limits on Awards to Participants.




[1] A Director may not receive more than five percent (5%) of the shares of the Stock issuable
pursuant to Options under the Plan as specified in Section 5.01.



[2] A Director may not receive more than five percent (5%) of the number of Retention Shares that
may be awarded pursuant to the Plan.



[3] The number of shares of the Stock issuable pursuant to Options under the Plan to all Directors
may not exceed in the aggregate thirty percent (30%) of the shares of the Stock issuable pursuant
to Options under the Plan.



[4] The number of Retention Shares awarded to all Directors may not exceed in the aggregate more
than thirty percent (30%) of the Retention Shares that may be awarded pursuant to the Plan.



[5] No Employee may receive more than twenty-five percent (25%) of the shares of the Stock that may
be issued pursuant to Options awarded pursuant to the Plan.



[6] No Employee may receive more than twenty-five percent (25%) of the number of Retention Shares
that may be awarded pursuant to the Plan.



5.05 Limits on Awards to Covered Officers. During any Plan Year, no Covered Officer may receive
[1] Options covering more than 28,150 shares of the Stock in the aggregate (adjusted as provided in
Section 5.03), including Awards that are cancelled [or deemed to have been cancelled under Treas.
Reg. §1.162-27(e)(2)(vi)(B)] during each Plan Year granted or [2] Retention Shares covering more
than 11,262 shares of the Stock in the aggregate (adjusted as provided in Section 5.03), including
Awards that are cancelled [or deemed to have been cancelled under Treas. Reg.
§1.162-27(e)(2)(vi)(B)] during each Plan Year granted.



6.00 OPTIONS




6.01 Grant of Options. Subject to the terms of the Plan and the associated Award Agreement, at any
time during the term of this Plan, the Committee may grant Incentive Stock Options and Nonqualified
Stock Options to Employees and the Board may grant Nonqualified Stock Options to Directors;
provided that Incentive Stock Options may only be granted to Employees of the Company, a Related
Entity that is also a “subsidiary corporation” within the meaning of Code §424(f), or a Related
Entity that is also a “parent corporation” within the meaning of Code §424(e).



6.02 Exercise Price. Except as required to implement Section 6.06, each Option will bear an
Exercise Price at least equal to Fair Market Value on the Grant Date. However, the Exercise Price
associated with an Incentive Stock Option will be at least 110 percent of the Fair Market Value of
a share of the Stock on the Grant Date with respect to any



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Incentive Stock Options issued to an Employee who, on the Grant Date, owns [as defined in Code
§424(d)] or is deemed to own stock possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company or any Related Entity, determined under rules issued
under Code §422 (a “10 Percent Owner”).



6.03 Exercise of Options. Subject to any terms, restrictions and conditions specified in the Plan:



[1] Options will be exercisable according to a vesting schedule determined by the Committee or the
Board, as applicable, on the Grant Date; provided, however, that no Option will become exercisable
at a rate of more than one-fifth each year commencing on the date which is one year after the date
the stockholders approved the Plan.



[2] However:




[a] No Incentive Stock Option may be exercised more than ten years after it is granted (five
years in the case of an Incentive Stock Option granted to a 10 Percent Owner).




[b] Nonqualified Stock Options will be exercisable for the period specified in the Award
Agreement.



6.04 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary:



[1] No provision of this Plan relating to Incentive Stock Options will be interpreted, amended or
altered, nor will any discretion or authority granted under the Plan be exercised, in a manner that
is inconsistent with Code §422 or, without the consent of any affected Participant, to cause any
Incentive Stock Option to fail to qualify for the federal income tax treatment afforded under Code
§421.



[2] The aggregate Fair Market Value of the Stock (determined as of the Grant Date) with respect to
which Incentive Stock Options are exercisable for the first time by any Participant during any
calendar year (under all option plans of the Company and all Related Entities) will not exceed
$100,000 [or other amount specified in Code §422(d)], determined under rules issued under Code
§422.



[3] No Incentive Stock Option will be granted to any person who is not an Employee on the Grant
Date.



6.05 Exercise Procedures and Payment for Options. The Exercise Price associated with each Option
must be paid under procedures described in the Award Agreement. Unless the Award Agreement
specifies otherwise, these procedures may include payment in cash, a cashless exercise and allowing
a Participant to tender shares of the Stock he or she already has owned for at least six months
before the exercise date, either by actual delivery of the previously owned shares of the Stock or
by attestation, valued at its Fair Market Value on the exercise date, as partial or full payment of
the Exercise Price or any combination of those procedures. A Participant may exercise an Option
only by sending to the Committee a completed exercise notice (in the form prescribed by the
Committee)



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along with payment (or designation of an approved payment procedure) of the Exercise Price. As
soon as administratively feasible after those steps are taken, the Committee will issue to the
Participant the appropriate stock certificates.



6.06 Substitution of Options. In the Committee’s discretion, persons who become Employees as a
result of a transaction described in Code §424(a) may receive Options in exchange for options
granted by their former employer or the former Related Entity subject to the rules and procedures
prescribed under Code §424.



6.07 Rights Associated With Options.




[1] A Participant to whom an unexercised Option has been granted will have no voting or dividend
rights with respect to the shares of the Stock underlying that unexercised Option and the Option
will be transferable only to the extent provided in Section 11.01.



[2] Unless the Committee specifies otherwise in the Award Agreement or as otherwise specifically
provided in the Plan, the Stock acquired through the exercise of an Option [a] will bear all
dividend and voting rights associated with shares of the Stock and [b] will be transferable,
subject to applicable federal securities laws, the requirements of any national securities exchange
or system on which shares of the Stock are then listed or traded or any blue sky or state
securities laws.



7.00 RETENTION SHARES; CONTRIBUTIONS TO PLAN SHARE RESERVE;

DISTRIBUTION OF RETENTION SHARES




7.01 Establishment of Trust. The Company will establish a Trust, intended to be a grantor trust of
the Company pursuant to Code §671 (26 U.S.C. § 671 et seq.), upon the terms and subject to the
conditions set forth in this Plan to hold the Retention Shares and dividends, returned capital and
earnings on such Retention Shares. The Trustees will be appointed or approved by and will serve at
the pleasure of the Board. The Board may, in its discretion, from time to time remove, replace or
add Trustees. All costs and expenses incurred in the operation and administration of the Trust
will be paid by the Company.



7.02 Amount and Timing of Contributions. The Committee will determine the amounts (or the method
of computing the amounts) to be contributed by the Company to the Trust. Such amounts will be paid
to the Trust at the time of contribution. No contributions to the Trust by Directors or Employees
will be permitted.



7.03 Investment of Trust Assets. Except as set forth in the Trust Agreement for the Greenville
Federal Financial Corporation Amended and Restated 2006 Equity Plan, as amended from time to time,
the Trustees will invest all of the Trust’s assets exclusively in the Stock, except to the extent
that the Trustees determine that the holding of monies in cash or cash equivalents is necessary to
meet the obligations of the Trust; provided, however, that the Trust will not purchase a number of
shares of the Stock in excess of the limitations set forth in Section 5 of this Plan. After such
investment, the shares of the Stock will be held by the Trustees in the Plan Share Reserve until
such shares of the Stock are subject to one or more Awards. Any funds held by the Trust before
purchasing shares of the Stock will be invested by the Trustees in such interest-bearing account or



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accounts at the Savings Bank or elsewhere or in such other instruments or investments as the
Trustees will determine to be appropriate.



7.04 Effect of Grants, Returns and Forfeitures Upon Plan Share Reserves. Upon the grant of Awards,
or the decision of the Committee to return Retention Shares to the Company, the Plan Share Reserve
will be reduced by the number of Retention Shares so granted or returned. Any Retention Shares
subject to an Award that is forfeited by the Participant pursuant to Section 8.00 will be returned
to the Plan Share Reserve.



7.05 Grant of Retention Shares. Subject to the terms of the Plan and at any time during the term
of the Plan, the Committee may grant Retention Shares to Employees and the Board may grant
Retention Shares to Directors.



7.06 Earning Retention Shares. Retention Shares will be earned and non-forfeitable by a
Participant over a period of five years at a rate of one-fifth per year commencing on the date
which is one year after the Grant Date of such Award. Any cash dividends, returned capital and
earnings with respect to Retention Shares that have not yet been earned by a Participant shall be
deemed credited to an account established on behalf of the Participant and shall become earned and
non-forfeitable subject to the same terms and conditions upon which the Retention Shares to which
they relate become earned and non-forfeitable.



7.07 Timing of Distributions. Except as otherwise provided in the Plan, Retention Shares will be
distributed to the Participant or the Participant’s Beneficiary, as the case may be, within 60 days
after the Retention Shares have been earned, together with any cash dividends, returned capital and
earnings thereon with respect to Retention Shares that have been earned.



7.08 Form of Distributions. All distributions of Retention Shares, together with any shares
representing stock dividends, will be distributed in the form of shares of the Stock. No
fractional shares will be distributed. Any fractional share of the Stock otherwise required to be
distributed will be settled in cash based upon the Fair Market Value of the Stock on the date on
which the Retention Shares are earned. Payments representing cash dividends, returned capital and
earnings thereon will be made in cash.



7.09 Regulatory Exceptions. Notwithstanding anything to the contrary in the Plan, the settlement
of Retention Shares may be delayed where the Company reasonably anticipates that the settlement
will violate federal securities laws or other applicable laws, and settlement shall be made at the
earliest date on which the Company reasonably anticipates that the settlement will not cause such
violation. For purposes of this section, a violation of applicable law does not occur solely
because settlement would cause inclusion of any amount in gross income or the application of any
penalty provision or other provision of the Code.



7.10 Voting of Retention Shares. All shares of the Stock held by the Trustees in the Plan Share
Reserve that have not yet been awarded will be voted by the Trustees. A Participant will be
entitled to direct the Trustees with respect to the voting of Retention



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Shares that have been awarded to the Participant but are still held in the Trust, whether or not
such awarded Retention Shares have been earned.



7.11 Termination of the Trust. The Board may, by resolution, at any time terminate the Trust, and
the Board may direct the Trustees to return to the Company all or any part of the assets of the
Trust, including the shares of the Stock held in the Plan Share Reserve, as well as the shares of
the Stock and other assets subject to Awards which have not yet been earned by the Participants to
whom they have been awarded; provided, however, that the termination of the Trust will not affect a
Participant’s right to earn Awards already granted and to the distribution of shares of the Stock
and earnings relating to such Awards in accordance with the terms of the Plan and the grant by the
Committee or the Board.



8.00 TERMINATION




8.01 Death or Disability. Unless otherwise specified in the Award Agreement or this Plan:



[1] All Nonqualified Stock Options then held by a Participant who dies or becomes Disabled (whether
or not then exercisable) will be fully exercisable when the Participant dies or becomes Disabled
and may be exercised at any time before the earlier of [a] the expiration date specified in the
Award Agreement or [b] one year after the date of death or Disability (or any shorter period
specified in the Award Agreement).



[2] All Incentive Stock Options then held by a Disabled or dead Participant will be fully
exercisable when the Participant dies or becomes Disabled and may be exercised at any time before
the earlier of [a] the expiration date specified in the Award Agreement or [b] one year after the
Termination date (or any shorter period specified in the Award Agreement). However, an Incentive
Stock Option that is not exercised within three months after the Termination date will be treated
as a Nonqualified Stock Option for tax purposes.



[3] All Retention Shares granted to a Participant who dies or becomes Disabled that are unearned
when the Participant dies or becomes Disabled will be fully earned when the Participant dies or
becomes Disabled and shall be settled within sixty (60) days.



8.02 Termination for Cause. Unless otherwise specified in the Award Agreement or this Plan, all
Awards that are outstanding (whether or not then earned or exercisable) will be forfeited when and
if an Employee is Terminated (or is deemed to have been Terminated) for Cause.



8.03 Termination for any Other Reason. Unless otherwise specified in the Award Agreement or this
Plan or subsequently, any Options that are outstanding when a Participant Terminates for any reason
not described in Sections 8.01 and 8.02 and which are then exercisable may be exercised at any time
before the earlier of [1] the expiration date specified in the Award Agreement or [2] three months
after the Termination date (or any shorter period specified in the Award Agreement), and all Awards
that are not then



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exercisable will terminate on the Termination date. All Retention Shares that are not yet earned
when a Participant Terminates will terminate on the Termination date.



8.04 Other Events. In the event that the Company becomes critically undercapitalized, becomes
subject to an enforcement action by the Office of Thrift Supervision, or receives a capital
directive, the Directors and officers of the Company must, in accordance with Office of Thrift
Supervision regulations, exercise any Options that are outstanding as of that date which are then
exercisable or automatically forfeit their Options.



9.00 CHANGE IN CONTROL




9.01 Accelerated Vesting and Settlement. Upon a Change in Control, all of a Participant’s Awards
will be treated as provided in a separate written change in control or similar agreement between
the Participant and the Company or any Related Entity or, if there is no such agreement between a
Participant and the Company or any Related Entity, subject to Section 8.02, on the date of any
Change in Control, the Participant and the Company agree that:



[1] Each Option outstanding on the date of a Change in Control (whether or not exercisable) will be
cancelled in exchange [a] for cash equal to the excess of the Change in Control Price over the
Exercise Price associated with the cancelled Option or [b] if so provided in a merger or
acquisition agreement between the Company and another party, for the merger or acquisition
consideration set forth in such agreement; and



[2] All restrictions then imposed on Retention Shares will lapse and all outstanding Retention
Shares (including those subject to the acceleration described in this subpart) will be distributed
[a] in whole shares of the Stock or [b] if so provided in a merger or acquisition agreement between
the Company and another party, for the merger or acquisition consideration set forth in such
agreement; and in either event, all dividends and earnings then held in the Trust will be
distributed in cash.



As a condition of receiving an Award, each Participant agrees to the terms described in this
section and to cooperate fully in the application and completion of the procedures described in
this section.



9.02 Effect of Code §280G. Unless otherwise specified in the Award Agreement or in another written
agreement between the Participant and the Company or a Related Entity executed simultaneously with
or before any Change in Control, if the sum (or value) of the payments described in Section 9.01
constitute an “excess parachute payment” as defined in Code §280G when combined with all other
payments attributable to the same Change in Control, the Company or other entity making the payment
(“Payor”) will reduce the Participant’s benefits under this Plan so that the Participant’s total
payments under this Plan, an Award Agreement and all other agreements will be $1.00 less than the
amount that otherwise would generate an excise tax under Code §4999. Any reduction pursuant to
this Section 9.02 shall be first applied against parachute payments (as determined above) that are
not subject to Code §409A and, thereafter, shall be applied



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against all remaining parachute payments (as determined above) subject to Code §409A on a pro rata
basis.



10.00 AMENDMENT, MODIFICATION AND TERMINATION OF PLAN




The Board or the Committee may terminate, suspend or amend the Plan at any time without stockholder
approval except to the extent that stockholder approval is required to satisfy applicable
requirements imposed by [1] Rule 16b-3 under the Act, or any successor rule or regulation, [2]
applicable requirements of the Code, [3] any securities exchange, market or other quotation system
on or through which the Company’s securities are listed or traded, or the regulations of the Office
of Thrift Supervision. Also, no Plan amendment may [4] result in the loss of a Committee member’s
status as a “non-employee director” as defined in Rule 16b-3 under the Act, or any successor rule
or regulation, with respect to any employee benefit plan of the Company, [5] cause the Plan to fail
to meet requirements imposed by Rule 16b-3, [6] without the consent of the affected Participant
(and except as specifically provided otherwise in this Plan or the Award Agreement), adversely
affect any Award granted before the amendment, modification or termination, or violate any
applicable regulation of the Office of Thrift Supervision. However, nothing in this section will
restrict the Committee’s right to amend the Plan and any Award Agreements without any additional
consideration to affected Participants to the extent necessary to avoid penalties arising under
Code §409A, even if those amendments reduce, restrict or eliminate rights granted under the Plan or
Award Agreement (or both) before those amendments.



11.00 MISCELLANEOUS




11.01 Assignability. Except as described in this section or as provided in Section 11.02, an Award
may not be transferred except by will or the laws of descent and distribution and, during the
Participant’s lifetime, may be exercised only by the Participant or the Participant’s guardian or
legal representative.



11.02 Beneficiary Designation. Each Participant may name a Beneficiary or Beneficiaries (who may
be named contingently or successively) to receive or to exercise any vested Award that is unpaid or
unexercised at the Participant’s death. Unless otherwise provided in the Beneficiary designation,
each designation made will revoke all prior designations made by the same Participant, must be made
on a form prescribed by the Committee and will be effective only when filed in writing with the
Committee. If a Participant has not made an effective Beneficiary designation, the deceased
Participant’s Beneficiary will be his or her surviving spouse or, if none, the deceased
Participant’s estate. The identity of a Participant’s designated Beneficiary will be based only on
the information included in the latest beneficiary designation form completed by the Participant
and will not be inferred from any other evidence.



11.03 No Guarantee of Continuing Services. Except as specifically provided elsewhere in the Plan,
nothing in the Plan may be construed as:



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[1] Interfering with or limiting the right of the Company or any Related Entity to Terminate any
Employee’s employment at any time;



[2] Conferring on any Participant any right to continue as an Employee or director of the Company
or any Related Entity;



[3] Guaranteeing that any Employee or Director will be selected to be a Participant; or




[4] Guaranteeing that any Participant will receive any future Awards.



11.04 Tax Withholding.




[1] To the extent applicable, the Company will withhold from other amounts owed to the Participant,
or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state
and local withholding tax requirements on any Award, exercise or cancellation of an Award or
purchase of shares of the Stock.



[2] In its sole discretion, which may be withheld for any reason or for no reason, the Committee
may permit a Participant to elect, subject to conditions the Committee establishes, to reimburse
the Company for this tax withholding obligation through one or more of the following methods:




[a] By having shares of the Stock otherwise issuable under the Plan withheld by the Company
(but only to the extent of the minimum amount that must be withheld to comply with applicable
state, federal and local income, employment and wage tax laws);




[b] By delivering to the Company previously acquired shares of the Stock that the Participant
has owned for at least six months;




[c] By remitting cash to the Company; or




[d] By remitting a personal check immediately payable to the Company.



11.05 Indemnification. Each individual who is or was a member of the Committee, a member of the
Board or a Trustee will, to the fullest extent permitted by applicable laws and regulations and the
Company’s organizational documents, be indemnified, defended, and held harmless by the Company
against and from any loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action, suit or proceeding
to which he or she may be made a party or in which he or she may be involved by reason of any
action taken or not taken under the Plan as a Committee or Board member and against and from any
and all amounts paid, with the Company’s approval, by him or her in settlement of any matter
related to or arising from the Plan as a Committee or Board member or as a Trustee or paid by him
or her in satisfaction of any judgment in any action, suit or proceeding relating to or arising
from the Plan against him or her as a Committee or Board member or as a Trustee, but only if he or
she gives the Company an opportunity, at its own expense, to handle and defend the matter before he
or she undertakes to handle and



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defend it in his or her own behalf. The right of indemnification described in this section is not
exclusive and is independent of any other rights of indemnification to which the individual may be
entitled under the Company’s organizational documents, by contract, as a matter of law or
otherwise.



11.06 No Limitation on Compensation. Nothing in the Plan is to be construed to limit the right of
the Company to establish other plans or to pay compensation to its employees or directors, in cash
or property, in a manner not expressly authorized under the Plan.



11.07 Requirements of Law. The grant of Awards and the issuance of shares of the Stock will be
subject to all applicable laws, rules and regulations and to all required approvals of any
governmental agencies or national securities exchange, market or other quotation system. Also, no
shares of the Stock will be issued under the Plan unless the Company is satisfied that the issuance
of those shares of the Stock will comply with applicable federal and state securities laws.
Certificates for shares of the Stock delivered under the Plan may be subject to any stop transfer
orders and other restrictions that the Committee believes to be advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission, any stock exchange or
other recognized market or quotation system upon which the Stock is then listed or traded, or any
other applicable federal or state securities law. The Committee may cause a legend or legends to
be placed on any certificates issued under the Plan to make appropriate reference to restrictions
within the scope of this section.



11.08 Governing Law. The Plan, and all agreements hereunder, will be construed in accordance with
and governed by the laws (other than laws governing conflicts of laws) of the State of Ohio, except
to the extent federal law will be deemed applicable.



11.09 No Impact on Benefits. Awards are not compensation for purposes of calculating a
Participant’s rights under any employee benefit plan that does not specifically require the
inclusion of Awards in calculating benefits.



11.10 Code §409A. Awards granted under the Plan are intended to comply with, or be exempt from,
the requirements of Code §409A and the Treasury Regulations promulgated thereunder (and any
subsequent notices or guidance issued by the Internal Revenue Service), and the Plan will be
interpreted, administered and operated accordingly. Nothing herein shall be construed as an
entitlement to or guarantee of any particular tax treatment to a Participant.




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