ex10-5.htm


    Exhibit
10.5

    


    WALDEN
FEDERAL SAVINGS AND LOAN ASSOCIATION

    AMENDED
AND RESTATED

    DIRECTORS’
RETIREMENT PLAN

    


    This Amended and Restated Walden
Federal Savings and Loan Association Directors’ Retirement Plan (the “Plan”) is
hereby adopted as of March 9, 2007 by the Board of Directors (the “Board of
Directors” or the “Board”) of Walden Federal Savings and Loan Association (the
“Bank”), to provide members of the Board (each a “Director”) with retirement
income benefits.  The Plan is intended to comply with the requirements
of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”).

    


    WHEREAS, the Bank wishes to
reward the years of extensive service provided by the current members of the
Board of Directors and to continue to attract and to retain the best talent
available to serve on its Board of Directors, and

    


    WHEREAS, the Plan is intended
to comply with Code Section 409A and the Final Regulations published thereunder
in April 2007, and any regulatory or other guidance issued under such Section;
and

    


    WHEREAS, Code Section 409A
requires that certain types of nonqualified deferred compensation arrangements
comply with its terms or subject the recipients of such compensation to current
taxes and penalties.

    


    NOW, THEREFORE, in
consideration of the premises and mutual promises herein contained, the Bank and
the directors agree as follows:

    


    ARTICLE
I

    DEFINITIONS

    


    Administrator
means the Board of Directors of the Bank, which shall have the authority to
manage and control the operation of this Plan as set forth in Article III of the
Plan.

    


    Bank means
Walden Federal Savings and Loan Association, Walden, New York.

    


    Beneficiary
means the individual or individuals designated by a Director to receive benefits
in the event of death.

    


    Benefit
Accrual Fraction means
A divided by B, whereby:

    


    A =
Completed Years of Service Following the Effective Date (maximum of 5 years);
and

    B = Five
years

    


    For
purposes of this definition, a “Year of Service” shall mean each 12-month period
of service completed by a Director after the Effective Date, or, for Directors
who commence service after the Effective Date, each 12-month period of service
completed after designation as a Director.

    


    Benefit
Payment means
the benefit payment amount used to calculate a Director’s benefit under Section
2.1 as determined under the following schedule:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        
          	
                  Years of Service as a
      Director

                	
                  Benefit Payment
      Amount

                
	 
      	 
      
	
                  1-9

                	
                  $500
      per completed Year of Service

                
	
                  10
      but less than 20

                	
                  $5,000

                
	
                  20
      or more

                	
                  $7,500

                


        

      

    

    


    For
purposes of this definition, a “Year of Service” shall mean each 12-month period
of service completed by a Director, beginning with the date the Director
commenced service as a member of the Board of Directors.

    


    Cause
means, with respect to a Director’s termination for Cause, removal as a result
of the Director’s personal dishonesty, incompetence, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule or regulation (other than
traffic violations or similar infractions) or a final cease-and-desist
order.

    


    Change
in Control means a change in the ownership or effective control of the
Bank, or a change in the ownership of a substantial portion of the assets of the
Bank, as defined in Code Section 409A and applicable Treasury Regulations issued
thereunder, provided, however, that in no event shall the conversion of the Bank
to the full stock holding company form of organization constitute a “Change in
Control” for purposes of this Plan.

    


    Director
means a member of the Board of Directors of the Bank serving as of the Effective
Date.  The Board may, in its sole discretion, designate any new member
of the Board of Directors as a Director for purposes of this Plan.

    


    Effective
Date means March 9, 2007.

    


    Normal
Retirement Age shall mean age
65.

    


    Plan
means this Walden Federal Savings and Loan Association Directors’ Retirement
Plan.

    


    Separation
from Service means “Separation from Service” as set forth under the
Treasury Regulations promulgated under Code Section 409A.

    


    ARTICLE
II

    BENEFITS

    


    2.1           Director
Benefits.  Upon
a Director’s Separation from Service (the “Termination Date”) on or after Normal
Retirement Age, other than upon removal for Cause, the Director shall be
entitled to receive an annual benefit in an amount determined by applying the
following formula:

    


    Annual
Director Benefit = (Benefit Payment x Director Benefit Accrual
Fraction)

    


    Except as
otherwise provided for herein, the annual benefit, if any, payable under this
Section 2.1 shall be paid to the Director (or, if applicable, the Director’s
designated Beneficiary) for ten (10) consecutive years, commencing within sixty
(60) days following the Termination Date and continuing on each anniversary of
the payment date thereafter.  Upon the death of a Director after the
commencement of annual benefit payments, any remaining installments shall be
paid to the Director’s designated Beneficiary(ies). In the event the Director’s
death occurs after attainment of Normal Retirement Age, but prior to
commencement of annual benefit payments under the Plan, the Director’s
designated Beneficiary


    
      
         


      

      
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    shall be
paid in a lump sum amount that is actuarially equivalent to the Director’s total
annual benefit, determined as of the Director’s date of death, and payable
within sixty (60) days following the date of death.  Notwithstanding
anything in this Plan to the contrary, in the event a Director’s Separation from
Service (other than termination for Cause) occurs on or within two years after
the effective date of a Change in Control, the Director’s Benefit Payment shall
be calculated as if the Director had attained Normal Retirement Age, completed
twenty (20) Years of Service, and had a Benefit Accrual Fraction of 1.0; such
benefit shall be paid in the form of a lump sum amount that is actuarially
equivalent to the Director’s total annual benefit.  The lump sum
payment shall be made to the Director (or the Director’s designated Beneficiary)
not later than ten (10) days after the Separation from Service.  In
determining any lump sum amount, the Administrator shall use the same interest
rate used by the Bank under FAS 87 to compute its liability with respect to the
Plan for the fiscal year prior to the distribution date.  Except as
otherwise set forth herein, no benefit shall be payable upon Separation from
Service prior to attainment of Normal Retirement Age.

    


    Section
2.2          Removal
for Cause.  Notwithstanding
anything in this Plan to the contrary, no benefit shall be payable under this
Plan to a Director who is removed as a Director of the Bank or any affiliate of
the Bank for Cause.

    


    ARTICLE
III

    ADMINISTRATION

    


             
      Section
3.1         Administration
of Plan.  The
Administrator shall have complete responsibility for the administration of this
Plan.  The Administrator shall have full power and authority to adopt
rules and regulations for the administration of this Plan; provided, however,
that such rules and regulations are not inconsistent with the provisions of this
Plan.

    


    Section
3.2          Delegation
of Responsibility.  The
Administrator may delegate duties involved in the administration of this Plan to
such person or persons whose services are deemed by it to be necessary or
convenient.

    


    Section
3.3          Payment
of Benefits.  The
amounts payable as benefits under this Plan shall be paid solely from the
general assets of the Bank.  No Director shall have any interest in
any specific assets of the Bank under the terms of this Plan.  This
Plan shall not be considered to create an escrow account, trust fund or other
funding arrangement of any kind or a fiduciary relationship between any Director
and the Bank.  The Bank’s obligations under this Plan are purely
contractual and shall not be funded or secured in any way.

    


    Section
3.4          Construction
of Plan.  The
Bank shall have the power to construe the Plan and to determine all questions of
fact or law arising under the Plan.  It may correct any defect, supply
any omission or reconcile any inconsistency in the Plan in such manner and to
such extent as it may deem appropriate.

    


    Section
3.5         Designation
of Beneficiaries.  Each
Director shall designate a Beneficiary and a contingent Beneficiary to whom
death benefits due under the Plan at the date of his death shall be
paid.  If any Director fails to designate a Beneficiary or if the
designated Beneficiary predeceases any director, death benefits due under the
Plan at that Director’s death shall be paid to his contingent Beneficiary or, if
none, to the deceased Director’s surviving spouse, if any, and, if none, to the
deceased Director’s estate.

    


    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    ARTICLE
IV

    AMENDMENT
OR TERMINATION OF PLAN

    


    Section
4.1          Amendment.  The Board may at any time amend the
Plan in whole or in part, provided, however, that no amendment shall adversely
affect the rights of Directors or their Beneficiaries with respect to amounts
payable had this Plan terminated immediately prior to the
amendment.

    


    Section
4.2          Termination
of the Plan.  Subject to the
requirements of Code Section 409A, in the event of complete termination of the
Plan, the Plan shall cease to operate and the Bank shall pay each Director
annual amounts determined in accordance with Article 2 and based on their
Benefit Payments and Benefit Accrual Fractions in effect on the Plan termination
date.  Such complete termination of the Plan shall occur only under
the following circumstances and conditions:

    


    (a)           The
Board may terminate the Plan within 12 months of a corporate dissolution taxed
under Code Section 331, or with approval of a bankruptcy court pursuant to 11
U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are
included in the Participant’s gross income in the latest of (i) the calendar
year in which the Plan terminates; (ii) the calendar year in which the amount is
no longer subject to a substantial risk of forfeiture; or (iii) the first
calendar year in which the payment is administratively practicable.

    


    (b)           The
Board may terminate the Plan by irrevocable Board action taken within the 30
days preceding a Change in Control (but not following a Change in Control),
provided that the Plan shall only be treated as terminated if all substantially
similar arrangements sponsored by the Bank are terminated so that the
Participant and all participants under substantially similar arrangements are
required to receive all amounts of compensation deferred under the terminated
arrangements within 12 months of the date of the termination of the
arrangements.

    


    (c)           The
Board may terminate the Plan provided that (i) the termination and liquidation
does not occur proximate to a downturn in the financial health of the Bank; (ii)
all arrangements sponsored by the Bank that would be aggregated with this Plan
under Treasury Regulations section 1.409A-1(c) if any Director covered by this
Plan was also covered by any of those other arrangements are also terminated;
(iii) no payments other than payments that would be payable under the terms of
the arrangement if the termination had not occurred are made within 12 months of
the termination of the arrangement; (iv) all payments are made within 24 months
of the termination of the arrangements; and (v) the Bank does not adopt a new
arrangement that would be aggregated with any terminated arrangement under
Treasury Regulations section 1.409A-1(c) if the same Director participated in
both arrangements, at any time within three years following the date of
termination of the arrangement.

    


    (d)           The
Board may terminate the Plan pursuant to such other terms and conditions as the
Internal Revenue Service may permit from time to time.

    


    



    
      
         


      

      
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    ARTICLE
V

    MISCELLANEOUS

    


    Section
5.1          Successors.  This
Plan shall be binding upon the successors of the Bank.

    


    Section
5.2         Duration
of Plan.  Subject
to Section 4.1, this Plan shall terminate on the date on which all benefits have
been distributed in full pursuant to the terms of this Plan.

    


    Section
5.3          Governing
Law.  This
Plan shall be construed and interpreted pursuant to, and in accordance with, the
laws of the State of New York, except to the extent that federal law
applies.

    


    Section
5.4          Non-Alienation.  No
Director or his Beneficiary shall have any right to anticipate, pledge, alienate
or assign any of his rights under this Plan, and any effort to do so shall be
null and void.  The benefits payable under this Plan shall be exempt
from the claims of creditors or other claimants and from all orders, decrees,
levies and executions and any other legal process to the fullest extent that may
be permitted by law.

    


    Section
5.5         Gender
and Number.  Words
in one (1) gender shall be construed to include the other genders where
appropriate; words in the singular or plural shall be construed as being in the
plural or singular where appropriate.

    


    Section
5.6          Headings.  The
headings in this Plan are solely for convenience of reference and shall not
affect its interpretation.

    


    Section
5.7         Disclaimer.  The
Bank makes no representations or assurances and assumes no responsibility as to
the performance by any parties, solvency, compliance with state and federal
securities regulation or state and federal tax consequences of this Plan or
participation therein.  It shall be the responsibility of the
respective Directors to determine such issues or any other pertinent issues to
their own satisfaction.

    


    Section
5.8        Section
409A Compliance.  This
Plan shall be interpreted in accordance with, and shall comply in form and
operation with, Section 409A of the Code.  Notwithstanding any
provision of the Plan to the contrary, the Board of Directors of the Bank may
adopt such amendments to the Plan or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take
any other actions, that the Board of Directors of the Bank determines are
necessary or appropriate to (a) exempt the benefits under the Plan from Section
409A of the Code and/or preserve the intended tax treatment of the benefits
provided for under the Plan, or (b) comply with the requirements of Section 409A
(including, without limitation, any related Department of Treasury
guidance).

    



    
      
         


      

      
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    IN WITNESS WHEREOF, the Board
has adopted this Plan as of the Effective Date.

    


    


    
      	 
      	 
      	
              WALDEN
      FEDERAL SAVINGS AND LOAN ASSOCIATION

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	December
      18, 2008  	 
      	
              By:

            	 
      /s/ Graham S. Jamison
	
              Date

            	 
      	 
      	
              For
      the Entire Board of Directors

            
	 
      	 
      	 
      	 
      


    

    


    


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