exh105.htm


     

    
      

      

    

    EXHIBIT 10.5

     

     

    
      BANK
OF NEW ORLEANS

      AMENDED
AND RESTATED DIRECTORS’ NONQUALIFIED DEFERRED

      COMPENSATION
PLAN

       

      Effective
as of October 28, 2008, the Bank of New Orleans (“Bank”) Amended and Restated
Directors’ Nonqualified Deferred Compensation Plan (the “Prior Plan”) is hereby
further amended and restated in its entirety.  The Prior Plan was
originally adopted as of February 1, 2002 and was amended and restated effective
as of April 17, 2007.  This amended and restated plan shall be known
as the Bank of New Orleans Amended and Restated Directors’ Nonqualified Deferred
Compensation Plan (the “Plan”) and shall in all respects be subject to the
provisions set forth herein.

       

      The
purpose of the Plan is to provide a deferred compensation arrangement to
non-employee directors of the Bank.  The Plan is intended to be an
unfunded plan qualifying as a “top hat” plan for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and for
purposes of the Internal Revenue Code of 1986, as amended (the
“Code”).  The Plan is being amended and restated in order to, among
other things, comply with the requirements of Section 409A of the Code and the
final regulations thereunder.  No benefits payable under this Plan
shall be deemed to be grandfathered for purposes of Section 409A of the
Code.

       

      
        	
                I.

              	
                Participation:  Participation
      in this Plan shall be limited to non-employee directors of the Bank (the
      “Participants”).  A director who is also an employee of the Bank
      shall not be eligible to participate in this
      Plan.  Participation by non-employee directors shall be
      elective.

              


      

       

      
        	
                II.

              	
                Election
      to Participate:  An election to defer Director Fees (as
      defined in Section III of the Plan) must be received by the Compensation
      Committee of the Board of Directors of the Bank (the “Committee”) prior to
      the date specified in this Section II of the Plan (the “Deferral
      Election”).  Any elections to defer Director Fees must be made
      on or prior to the December 31st
      preceding the calendar year in which such income shall be earned, subject
      to the exception for a new non-employee director as provided in the next
      sentence.  In the case of the first year in which a Participant
      becomes eligible to participate in the Plan, elections to defer Director
      Fees may be made within thirty (30) days of the date the Participant first
      becomes eligible to participate in this Plan, with such elections in each
      case to be effective as of the first day of the immediately following
      month for services to be performed on or after such effective
      date.  Under no circumstances may a Participant defer Director
      Fees to which the Participant has already attained, at the time of the
      deferral, a legally enforceable right to receive such Director
      Fees.  A Participant may not elect to change his or her Deferral
      Election that is in effect for a Plan year.  The Committee may
      permit a Participant to change his or her Deferral Election for a
      subsequent Plan year, provided that the subsequent Deferral Election is
      received by the Committee on or prior to the December 31st
      preceding the calendar year in which such income shall be
      earned.  Any election to participate made by a Participant prior
      to December 31, 2006 shall continue in effect until such time as the
      Participant makes a subsequent Deferral
  Election.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                III.

              	
                Contribution:  During
      a Participant’s participation in the Plan, the Bank shall contribute to
      the Plan on behalf of that Participant any and all director and committee
      fees that would otherwise have been due and payable to such Participant
      (the “Director Fees”) that are deferred under this Plan.  A
      Participant shall be one-hundred percent (100%) vested at all times in his
      or her Director Fees that are deferred under this Plan.  The
      Bank may, at any time, in its sole and absolute discretion, transfer a
      Participant’s Director’s Account (as defined in Section IV of the Plan)
      into a rabbi trust then in existence for the Plan; provided, however, said
      trust shall substantially comply with (i) the terms and provisions of the
      model rabbi trust as set forth in Rev. Proc. 92-64, 1992-2 CB 422 as
      now existing or as subsequently modified, and (ii) the requirements of
      Section 409A of the Code.

              


      

       

      
        	
                IV.

              	
                Director’s
      Accounts.  The Bank shall maintain for bookkeeping
      purposes a deferred compensation account for each director participating
      in this Plan (the “Director’s Account”). A Participant’s Director’s
      Account shall consist of an investment in the Cash Account, if applicable,
      and Stock Units Account, if applicable.  A Participant’s
      investment in either the Cash Account or Stock Units Account shall be
      maintained and administered as provided in Sections IV(a) and (b)
      below.

              


      

       

      
        	 	
                (a)         
      Cash
      Account.  A Participant may elect on an
      election form (the “Investment Election Form”) that all or any part of the
      amounts contributed to the Participant’s Director’s Account be credited to
      the Cash Account.  All amounts credited to the Cash Account
      shall be credited quarterly with earnings, gains and losses, as
      applicable.  Until otherwise determined by the Bank, all amounts
      credited to the Cash Account shall be credited with the then applicable
      interest on two-year fixed-rate certificates of deposit issued by the
      Bank.  The Bank shall give notice to the Participants
      participating in this Plan of any change made pursuant to the above
      sentence.

              


      

       

       
(b)           Stock Units
Account.  A Participant may elect on an Investment Election
Form that all or any part of the amounts contributed to the Participant’s
Director’s Account be credited to the Stock Units Account.  All
amounts credited to the Stock Units Account shall be applied to the crediting of
Stock Units (which shall represent shares of common stock) of Louisiana Bancorp,
Inc. (the “Company Stock”), with each Stock Unit representing one share of
Company Stock.  The number of Stock Units credited to a Participant's
Stock Units Account shall equal the dollar amount credited to such account
divided by the fair market value of one share of Company Stock as of the close
of business on the date the Stock Units are credited to a Participant’s Stock
Units Account.  Fractional Stock Units will be used, rounded to four
decimal places.  Each Stock Unit shall be deemed to pay dividends as
if it were one share of Company Stock, and any such deemed dividends will result
in the crediting of additional Stock Units to the Stock Units Account on the
date on which the corresponding dividend is paid on the Company Stock, with the
number of Stock Units so credited to be calculated in the manner set forth above
for contributions.  After the crediting of Stock Units to the Stock
Units Account, subsequent fluctuations in the fair market value of the Company
Stock shall not result in any change in the number of such Stock Units then
credited to the Stock Units Account.

       

      
        
          	 	
                  (c)         
       Adjustments
      to Stock Units Account.  In the event of any change in
      the Company Stock by reason of any stock dividend or split,
      recapitalization, merger, consolidation, spin-off, reorganization,
      combination or exchange of shares or other similar corporate change, then
      the Stock Units Account of each Participant shall be adjusted by the
      Committee in a reasonable manner to compensate for the change, and any
      such adjustment by the Committee shall be conclusive and binding for all
      purposes of the Plan.

                


        

         

      

      
        
          
          

        

        
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      (d)           Transfers
Between Accounts.  Participants are not permitted to transfer
amounts between the Cash Account and the Stock Units Account, with the exception
that Participants were given the ability in connection with the mutual to stock
conversion of the Bank to transfer amounts from the Cash Account to the Stock
Units Account.  However, if a successor Investment Election Form is
properly filed with and accepted by the Committee, such Election Form may
contain revised instructions as to the proportion of future contributions to be
credited to each of the Cash Account and the Stock Units Account.

       

      
        	 	
                (e)         
       Investment
      Election Form.  An Investment Election Form shall
      continue in effect from calendar year to calendar year unless replaced by
      a subsequent Investment Election
Form.

              


      

                

      
        	
                V.

              	
                Payment
      of Benefits.  When a Participant has a “Separation from
      Service” as defined below, all benefits due to the Participant under this
      Plan shall be paid to him or her or, in the event of death, to his or her
      beneficiary designated in the Participant’s election to
      participate.  All amounts credited to the Stock Units Account
      must be distributed solely in the form of Company Stock, except as
      adjusted pursuant to Section IV(c) above.  Payment shall be made
      by lump sum on the first business day of the month following the lapse of
      six months after the Participant’s Separation from
      Service.  “Separation from Service” means a termination of a
      Participant’s services (whether as an employee or as an independent
      contractor) to Louisiana Bancorp, Inc. (the “Company”) and the Bank for
      any reason, including death or “Disability” as defined
      below.  Whether a Separation from Service has occurred shall be
      determined in
      accordance with the requirements of Section 409A of the Code based
      on whether the facts and circumstances indicate that the Company, the Bank
      and the Participant reasonably anticipated that no further services would
      be performed after a certain date or that the level of bona fide services
      the Participant would perform after such date (whether as an employee or
      as an independent contractor) would permanently decrease to no more than
      twenty percent (20%) of the average level of bona fide services performed
      (whether as an employee or an independent contractor) over the immediately
      preceding thirty-six (36) month period.  Disability” shall mean
      a Participant (i) is unable to engage in any substantial gainful activity
      by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or can be expected to last for a
      continuous period of not less than twelve months; or (ii) is, by reason of
      any medically determinable physical or mental impairment which can be
      expected to result in death or can be expected to last for a continuous
      period of not less than twelve months, receiving income replacement
      benefits for a period of not less than three months under an accident and
      health plan covering employees of the Bank (or would have received such
      benefits if the Participant was eligible to participate in such
      plan).  The determination of the Committee as to Disability
      shall be binding on a
Participant.

              


      

       

      
        
          
          

        

        
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                VI.

              	
                Unforeseeable
      Emergency.  The
      Committee may, in its sole and absolute discretion, allow a Participant to
      withdraw amounts from his or her Director’s Account upon the occurrence of
      an Unforeseeable Emergency, as defined below.  A Participant may
      request a distribution due to an Unforeseeable Emergency by submitting a
      written request to the Committee accompanied by evidence to demonstrate
      that the circumstances being experienced qualify as an Unforeseeable
      Emergency.  Any withdrawal approved by the Committee shall not
      exceed the amount necessary to meet the Unforeseeable
      Emergency.  “Unforeseeable Emergency” means a severe financial
      hardship to the Participant resulting from (1) an illness or accident of
      the Participant, the Participant's spouse, or a dependent of the
      Participant (within the meaning of Section 152(a) of the Code), (2) loss
      of the Participant's property due to casualty, or (3) other extraordinary
      and unforeseeable circumstances arising as a result of events beyond the
      control of the Participant.  The amount of such distribution may
      not exceed the amounts necessary to satisfy the emergency.  The
      circumstances that will constitute an “Unforeseeable Emergency” will
      depend on the facts of each case, but, in any case, payment may not be
      made in the event that such hardship is or may be
      relieved:

              
	 	 
	 	
                (a)     through reimbursement or compensation
      by insurance or otherwise;

              
	 	 
	 	
                (b)     by liquidation of the Participant’s
      assets, to the extent that liquidation of such assets would not itself
      cause severe financial hardship; or

              
	 	 
	 	
                (c)     by
      cessation of deferrals under the
  Plan.

              
	 	 


      

       

      
        	
                VII.

              	
                Interpretation
      and Administration of the Plan.  The Committee shall be
      vested with the sole discretion to interpret and administer this
      Plan.

              


      

       

      
        	
                VIII.

              	
                Amendment
      and Termination.  The Bank reserves the right to amend or
      terminate this Plan, but any such amendment or termination shall be
      prospective only and shall not have the effect of reducing any of the
      benefits accrued by any Participant under this
      Plan.  Notwithstanding the foregoing, the Board of Directors of
      the Bank may amend in good faith any terms of the Plan or the Investment
      Election Form, including retroactively, in order to comply with Section
      409A of the Code.

              


      

       

      
        	
                IX.

              	
                Unsecured
      General Creditor.  Participants and their beneficiaries,
      heirs, successors and assigns shall have no legal or equitable rights,
      interests or claims in any property or assets of the Bank held in any way
      as collateral security for the fulfilling of the obligations of the Bank
      under this Plan.  Any and all of the Bank’s assets shall be and
      remain the general, unpledged, unrestricted assets of the
      Bank.  The Bank’s obligations under the Plan shall be an
      unfunded and unsecured promise of the Bank to pay money in the future
      limited by the provisions in the Plan
  documents.

              


      

       

      
        	
                X.

              	
                Claim
      Procedure.  Any claim for unpaid benefits deemed by a
      Participant or a Participant’s beneficiary (the “Claimant”) to be owing
      must be made in writing to the Committee by the Claimant or the Claimant’s
      authorized representative within 60 days from the date such payments are
      not made.  The claim shall be reviewed by the
      Committee.  The Committee shall, within 90 days of the receipt
      of the claim, or 180 days, if special circumstances exist, notify the
      Claimant whether the claim has been denied.  If the claim is
      denied in whole or in part, the Committee shall set forth the specific
      reasons for the denial, including the provisions of this Plan upon which
      the denial is based.  The notice shall also describe any
      additional information or material necessary to perfect the claim,
      including the reasons therefore, and state that a review of the denial may
      be obtained if desired.  If a review of denial is requested, it
      shall be directed in writing by the Claimant or the Claimant’s authorized
      representative to the Committee within 60 days after receipt by the
      Claimant of the notice of denial.  Failure of the Committee to
      take action within the above 90-day period shall be deemed a
      denial.  In preparing for a review of a denial, the Claimant or
      the Claimant’s authorized representative may examine this Plan and any
      other related documents and submit issues and comments in
      writing.  The Committee applying its sole discretion shall then
      conduct the review and provide its written decision to the Claimant within
      60 days after receipt of the request for review.  The decision
      shall be in writing and shall include specific reasons for the decision,
      as well as specific references to the provisions of this Plan upon which
      the decision is based.

              


      

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, Bank of New Orleans has adopted this amended and restated Plan
as of the date first written above.

       

       

      BANK OF
NEW ORLEANS

       

      
         /s/Lawrence J. LeBon, III            

      Lawrence
J. LeBon, III, President and Chief

          
 Executive Officer

      
 

       

       

       

       

       

       

       

      
        
          
          

        

        
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