Exhibit 10.1


 


Director Retirement Plan


 


1.     PURPOSE.
The purpose of The First National Bank of Jeffersonville Director Retirement Plan (the "Plan") is to provide retirement
benefits to Directors who have contributed to the growth and success of The First National Bank of Jeffersonville (the
"Bank").


 


2.     DEFINITIONS.


 


"Annual
Retirement Benefit" means an amount equal to 80% of the average annual cash compensation (retainers and fees) received by
the Participant for services provided to the Company or the Bank during the three calendar years preceding his Retirement Date;
provided, however,
that, in no event shall an Annual Retirement Benefit exceed $40,000.


 


"Cause"
means termination of service as a director because of the Participant’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 an event deemed to occur on the earliest of:


 


			I. The acquisition by any entity, person or group (other than the
acquisition by a tax-qualified retirement plan sponsored by the Company and the Bank) of beneficial ownership,
as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than
25% of the outstanding capital stock of the Company or the Bank entitled to vote for the election of directors ("Voting Stock");



 


			II. The commencement by any entity, person, or group (other than the
Company or the Bank, a subsidiary, or a tax-qualified retirement
plan sponsored by the Company or the Bank) of a tender
offer or an exchange offer for more than 25% of the outstanding Voting Stock of the Company or the Bank;



 


			III. The effective time of (x) a merger or consolidation of the Company
or the Bank with one or more other corporations as a result of which the holders of the outstanding Voting Stock of the Company
or the Bank immediately prior to such merger exercise voting control less than 51 % of the Voting Stock of the surviving
or resulting corporation, or (y) a transfer of substantially all of the property of the Company or the Bank other than to an entity
of which the Company or the Bank owns at least 51 % of
the Voting Stock; and



 


			IV. At such time that, during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board of the Company or tile
Bank (the "Continuing Directors")
cease for any reason to constitute at least two-thirds
thereof, provided that any individual whose election or
nomination for election as a member of the Board was approved by a vote
of at least two-thirds of the
Continuing Directors then in office shall be considered a Continuing Director.



 


"Company"
means Jeffersonville Bancorp, a New York corporation.


 


"Participant"
means a member of the Board of
Directors of the Bank who
is identified as a Participant in Appendix
A to the Plan.


 


"Retirement
Date" means the date of a Participant's
termination of service as
a director, other than
for Cause, after attaining
age 75. A Participant who
terminates service as a director after age 65
but prior to age 75, and who has at least 20 years of
service as of his termination date, shall
be deemed to have terminated on a Retirement
Date but the Participant's Annual Retirement Date shall
be reduced by 2% for
each full year by which the Participant's age
at termination is less
than 75, unless the
Participant elects in writing
at least one year prior
to his termination date to receive a deferred
Annual Retirement Benefit commencing at 75.


 


3.     ADMINISTRATION.
This Plan shall be
administered by the Board of Directors of the Bank,
which shall have full authority to
interpret the Plan and make
all factual determinations necessary therefore. No member
of the Board of Directors
shall be liable for any
act done or determination
made in good faith. The construction
and interpretation of any
provision of the Plan by the Board of
Directors, and a determination
by the Board of Directors of the amount
of any Participant's benefit under the Plan, shall be
final and conclusive.


 


4.     BENEFITS.
A Participant shall be paid his Annual Retirement
Benefit, in equal monthly
installments, commencing on the first business day of the
month following his Retirement Date, and continuing for the
life of the Participant. Notwithstanding anything herein
to the contrary, no benefit shall
be payable under this Plan
to a Participant who terminates services as a director
of the Bank for Cause.



    	 



    	 



    

 


5.     DEATH
OF A PARTICIPANT. If a Participant dies after
his Retirement Date, all
benefits payable hereunder shall
cease after the payment coinciding with the month
in which the Participant's death occurs and
such Participant's beneficiaries, heirs or assigns shall
have no right to
any benefit hereunder. No benefit shall be
payable under this Plan
to the beneficiaries of a
Participant who dies prior to his Retirement
Date or who dies prior
to the date the Participant's deferred Annual
Retirement Benefit would have otherwise commenced.


 


6.     EFFECT
OF A CHANGE IN CONTROL. Upon the occurrence
of a Change in Control,
each Participant shall be deemed to have terminated
service at age 75 (without regard to
their actual age or subsequent service as directors or
advisory directors of any successor
entity to the Bank or
the Company) and, thereafter,
the Participant shall be entitled
to receive an Annual Retirement
Benefit payable in the manner specified in Section
4.


 


7.     UNFUNDED
ARRANGEMENT. This Plan shall be an
unfunded arrangement, and
shall not relate to any specific funds of the Bank.
Payments of benefits due under the
Plan shall be made from the general assets of the
Bank, and a Participant shall have only the rights
of an unsecured creditor of
the Bank with respect thereto. Notwithstanding
the foregoing, the Bank
shall have the right
in its sole discretion to
provide for the funding of
payments required to be
made hereunder through
a trust or otherwise.


 


8.     AMENDMENT.
The Board of Directors may amend, modify, suspend or terminate
this Plan at any time; provided, however,
that any amendment, modification,
suspension or termination shall not affect the rights of Participants to benefits which
have accrued prior to the date of amendment.


 


9.     NON-ALIENATION.
No Participant shall have the power to transfer, assign,
anticipate, mortgage or otherwise encumber any rights or any amounts payable hereunder; nor shall any such rights or payments be
subject to seizure for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by operation of
law in the event of bankruptcy, insolvency,
or otherwise.


 


10.   MERGER
OR ACQUISITION. In the event of any merger, consolidation
or acquisition where the Bank or its parent holding company, Jeffersonville
Bancorp, is not the surviving entity or resulting corporation,
or upon transfer of all or substantially all of the assets
of the Bank, this Agreement shall continue and be in full force and effect.


 


11.   GOVERNING
LAW. Except to the extent preempted by federal law, this
Plan shall be governed by the laws of the State of New York,
without reference to conflicts of law principles.


 


12.   EFFECTIVE
DATE. The original effective date of the Plan was March
11, 2003. The effective date of the amended and restated Plan is January 1, 2005.


 


13.   SECTION
409A COMPLIANCE. Despite any contrary provision of this Plan, if, when
the Participant's service terminates, the Participant is
a "specified employee," as defined in Section
409A of the Code, and if any
payments under this Plan will result in additional
tax or interest to the Participant because of Section 409A, the Participant shall not be entitled to payment until the earliest
of (i) the date that is at least six months after termination of the Participant's service for reasons other than the Participant's
death, (ii) the date of the Participant's death,
or (iii) any earlier date that does not result in additional tax or interest to the Participant
under Section 409A. If any provision of this Plan would subject the Participant to additional tax or interest under Section 409A,
the Bank shall reform the provision. However, the Bank
shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Participant
to additional tax or interest.


 



    	 



    	 



    

 


APPENDIX A


 


Galligan,
John W.


 


Gempler,
John K.


 


Keesler,
Arthur E.


 


Knack,
Donald L.


 


Klein Kenneth C.


 


McKean,
Gibson E.


 


Roche,
James F.


 


Sykes,
Edward T.


 


Walter,
Raymond L.


 


Zanetti, Wayne
V.


 


	 	The First National Bank of Jeffersonville
	 	 
	 	By /s/ John A. Russell
	 	 
	 	John A. Russell, Chief Financial Officer
	 	 
	 	September 14, 2010