exh106.htm


     

    
      

      

    

    Exhibit
      10.6

     

     

    
      PARKVALE
        FINANCIAL CORPORATION

      AMENDED
        AND RESTATED SUPPLEMENTAL EXECUTIVE BENEFIT PLAN

      


      


      PREAMBLE

      


      The
        Parkvale Financial Corporation (the “Corporation”) Amended and Restated
        Supplemental Executive Benefit Plan (the “Plan”) is adopted effective as of
        December 20, 2007.  The Plan was initially adopted effective as of
        December 31, 1994.  The Plan as amended and restated shall in all
        respects be subject to the provisions set forth herein.

      


      This
        Plan is being amended and restated
        to comply with the requirements of Section 409A of the Internal Revenue Code
        of
        1986, as amended (the “Code”), and the regulations issued
        thereunder.  No benefits payable under this Plan shall be deemed to be
        grandfathered for purposes of Section 409A of the Code.

      


      The
        Plan shall at all times be
        characterized as a “top hat” plan of deferred compensation maintained for a
        select group of management or highly compensated employees, as described
        under
        Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
        Security Act of 1974, as amended (“ERISA”), and any regulations relating
        thereto.  The Plan has been and shall continue to be operated in
        compliance with Section 409A of the Code.  The Plan is an unfunded
        plan for tax purposes.  The provisions of the Plan shall be construed
        to effectuate such intentions.

      


      PURPOSE

      


      The
        Plan is established and
        maintained by the Corporation and Parkvale Savings Bank (the “Bank”) for the
        purpose of permitting certain of its salaried employees who are selected
        by the
        Board of Directors of the Corporation and listed in Appendix A attached hereto,
        and who participate in the Corporation’s Employee Stock Ownership Plan (“ESOP”),
        to receive contributions equal to amounts in excess of the limitations imposed
        by Sections 401(a)(17) and 415 of the Code.

      


      Accordingly,
        the Corporation and the
        Bank hereby adopt the Plan pursuant to the terms and provisions set forth
        below:

      


      


      ARTICLE
        I

      


      DEFINITIONS

      


      In
        addition to those terms defined
        above, the following terms shall have the meanings hereinafter set forth
        whenever used herein:

      


      1.1.
“Board”
means
        the Boards of
        Directors of the Corporation and the Bank.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.2.
“Corporation
        Common Stock” means
        shares of common stock of the Corporation.

      


      1.3.
“ESOP
        Allocation” means the number
        of shares allocable to the individual account of a participant in the ESOP
        pursuant to Article IV of the ESOP.

      


      1.4.
“Participant”
means
        a salaried
        employee of the Corporation and/or the Bank who is a participant in the ESOP,
        who is a member of a select group of management or highly compensated employees
        within the meaning of Section 201(2) of ERISA, and who is selected by the
        Board
        to participate in the Plan.

      


      1.5.
“Plan
        Year” means the 12
        consecutive-month period ending December 31 of each year.

      


        1.6. “Separation
        from Service” means a termination of a Participant’s services (whether as an
        employee or as an independent contractor) to the Corporation and the Bank
        for
        any reason other than death.  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 Corporation, 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.

       

      1.7.
“Stock
        Unit” means a bookkeeping
        unit used for the purpose of crediting amounts to the account of a Participant,
        with each such Stock Unit being equivalent to one share of Corporation Common
        Stock.

      


      1.8.
“Supplemental
        ESOP Allocation”
shall mean the number of Stock Units allocated to a Participant’s account
        pursuant to Section 3.1 of the Plan.

      


      1.9.
        Words in the masculine gender
        shall include the feminine and the singular shall include the plural, and
        vice
        versa, unless qualified by the context.  Any headings used herein are
        included for ease of reference only, and are not to be construed so as to
        alter
        the terms hereof.

      


      ARTICLE
        II

       

      ELIGIBILITY

      


      A
        salaried employee of the Corporation
        and/or the Bank who is eligible to receive the benefit of an ESOP Allocation,
        the total amount of which is reduced by reason of the limitation on compensation
        which may be taken into account for the purpose of calculating allocations
        pursuant to Sections 401(a)(17) and 415 of the Code, as amended, shall be
        eligible to be selected by the Board of Directors of the Corporation and
        the
        Bank to participate in the Plan.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      ARTICLE
        III

       

      SUPPLEMENTAL
        CONTRIBUTIONS

      


      3.1.           
        Supplemental ESOP
        Allocation.

      


      A
        Participant’s account in the Plan
        shall be credited with a Supplemental ESOP Allocation each year effective
        as of
        the last day of the Plan Year.  The amount of the Supplemental ESOP
        Allocation to be made by the Corporation or the Bank for the benefit of a
        Participant with respect to a given Plan Year shall be an amount equal to
        the
        difference between (a) and (b) below:

      


      
        	
                (a)

              	
                The
                  ESOP Allocation which would have been allocated to the Participant
                  for the
                  Plan Year, as determined by Article IV of the ESOP and the definition
                  of
                  “Compensation” in Section 1.10 of the ESOP without giving effect to the
                  limitations imposed by Sections 401(a)(17) and 415 of the Code;
                  less
                  

              


      

      


      
        	
                (b)

              	
                The
                  amount of the ESOP Allocation actually allocated to the account
                  of the
                  Participant in the ESOP for the Plan Year.


              


      

      


      Supplemental
        ESOP Allocations made for
        the benefit of a Participant for any Plan Year shall be credited to an account
        maintained under the Plan in the name of each Participant within 180 days
        after
        the last day of such Plan Year.

      


      ARTICLE
        IV

      


      INVESTMENT
        OF SUPPLEMENTAL ESOP
        ALLOCATIONS

      


      Amounts
        credited hereunder to the
        account of a Participant shall be treated as if they were actually invested
        in
        the ESOP account of the Participant and shall be credited with gains and
        losses
        at the same time and in the same manner as is applicable to amounts invested
        in
        the ESOP account of such Participant. If any Corporation Common Stock is
        held in
        a rabbi trust to fund the Corporation's obligations under the Plan, the
        Corporation Common Stock (i) may not be diversified; (ii) must remain at
        all
        times invested in the form of Corporation Common Stock or Stock Units, as
        applicable; and (iii) must be distributed solely in the form of whole shares
        of
        Corporation Common Stock; provided, however, that in the event of any change
        in
        the outstanding shares of Corporation Common 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 account of each Participant shall be adjusted by the Board
        in a
        reasonable manner to reflect the change, and any such adjustment by the Board
        shall be conclusive and binding for all purposes of the Plan.

      


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          
ARTICLE
          V

         

      

      VESTING;
        DISTRIBUTIONS

      


      5.1.           
        Vesting.  The
        vested portion of a Participant’s account shall be a percentage of the total
        amount credited to the account determined on the basis of the Participant’s
        number of “Years of Service” (as defined in Section 1.56 (or any successor
        thereto) of the ESOP) according to the following schedule:

       

      
        
          	
                  Years
                    of
                    Service

                	
                  Percentage

                   

                
	
                  
                  

                  Less
                    than 5

                	
                  
                  

                  0%

                
	
                  5

                  
                  

                	
                  100%

                  
                  

                


        

      

       

      In
        determining Years of Service for
        purposes of vesting under the Plan, Years of Service with the Corporation
        or the
        Bank prior to December 31, 1994 shall be included.

      


      Notwithstanding
        the above vesting
        schedule, a Participant shall be 100% vested in his account upon attainment
        of
“Normal Retirement Age” (as defined in Section 1.36 (or any successor thereto)
        of the ESOP).

       

      
        5.2.           
          Distribution.

         

      

      (a)             
        General. The vested portion of a Participant’s account may not be distributed
        prior to (a) the Participant’s death, or (b) the first day of the month
        following the lapse of six months following the Participant’s Separation from
        Service.  The vested portion of amounts credited to a Participant’s
        account shall be distributed to a Participant in the manner indicated on
        the
        Participant’s payment election form (a copy of which is attached as Appendix B),
        except that any distribution must be solely in the form of whole shares of
        Corporation Common Stock.  Cash will not be distributed in lieu of
        fractional shares.  The form of benefit payment may be in a single
        lump sum payment or annual installment payments not in excess of ten years, as
        specified on a Participant’s payment election form.  If the benefits
        are to be paid in annual installments, the first annual installment shall
        be
        paid on or as soon as practicable following the payment event selected by
        the
        Participant (subject to the six-month delay required above if the payment
        event
        is a Separation from Service), and all subsequent annual payments shall be
        paid
        on the annual anniversary date of the first payment.  Any new payment
        elections made by a Participant on or after January 1, 2005 shall be made
        in
        accordance with this Article V.

      


      (b)           
        Amount of Each Annual Installment. The amount of each annual installment
        paid to
        a Participant or his or her beneficiaries shall be determined by multiplying
        the
        value of the Participant’s account as of the close of business on the day
        preceding such payment by a fraction.  The numerator of the fraction
        shall in all cases be one, and the denominator of the fraction shall be the
        number of annual installments remaining to be paid to the Participant or
        his or
        her beneficiaries, including the annual installment for which the calculation
        is
        being made. For example, if a Participant elected to receive 10 annual
        installments, the amount of the first annual installment shall be 1/10th
        of the
        Participant’s account, the second annual installment shall be 1/9th of the then
        remaining account, and so on.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (c)           
        Prior Elections. Any payment elections made by a Participant before January
        1,
        2005 shall continue in effect until such time as the Participant makes a
        subsequent payment election pursuant to Section 5.2(d) or 5.2(e) below and
        such
        payment election becomes effective as set forth below. If no payment election
        was previously made, then the current payment election shall be deemed to
        be a
        lump sum payment as of the first day of the month following the lapse of
        six
        months after a Separation of Service, except that in the event of death,
        the
        payment election shall be deemed to be a lump sum payable within sixty (60)
        days
        following the date of death.

      


      (d)           
        Transitional Elections Prior to 2009. On or before December 31, 2008, if
        a
        Participant wishes to change his or her payment election, the Participant
        may do
        so by completing a payment election form approved by the Board or a committee
        thereof, provided that any such election (i) must be made prior to the
        Participant’s Separation from Service or death, (ii) shall not take effect
        before the date that is 12 months after the date the election is made and
        accepted by the Board, (iii) does not cause a payment that would otherwise
        be
        made in the year of the election to be delayed to a later year, and (iv)
        does
        not accelerate into the year in which the election is made a payment that
        is
        otherwise scheduled to be made in a later year.

      


      (e)           
        Changes in Payment Elections after 2008. On or after January 1, 2009, if
        a
        Participant wishes to change his or her payment election, the Participant
        may do
        so by completing a payment election form approved by the Board or a committee
        thereof, provided that any such election (i) must be made prior to the
        Participant’s Separation from Service or death, (ii) must be made at least 12
        months before the date on which any benefit payments as of a fixed date or
        pursuant to a fixed schedule are scheduled to commence, (iii) shall not take
        effect until at least 12 months after the date the election is made and accepted
        by the Corporation, and (iv) for payments to be made other than upon death,
        must
        provide an additional deferral period of at least five years from the date
        such
        payment would otherwise have been made (or in the case of any installment
        payments treated as a single payment, five years from the date the first
        amount
        was scheduled to be paid).  For purposes of this Plan and clause (iv)
        above, all installment payments under this Plan shall be treated as a single
        payment.

      


      ARTICLE
        VI

       

      ADMINISTRATION
        OF THE PLAN

      


      6.1.           
        Administration
        by the
        Corporation and the Bank.  The Corporation and the Bank shall
        be responsible for the general operation and administration of the Plan and
        for
        carrying out the provisions thereof.

      


      6.2.           
        General Powers
        of
        Administration.  All provisions set forth in the ESOP with
        respect to the administrative powers and duties of the Corporation and the
        Bank,
        expenses of administration, and procedures for filing claims shall also be
        applicable with respect to the Plan.  The Corporation and the Bank
        shall be entitled to rely conclusively upon all tables, valuations,
        certificates, opinions and reports furnished by any actuary, accountant,
        controller, counsel or other person employed or engaged by the Corporation
        and
        the Bank with respect to the Plan.

      


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          
ARTICLE
          VII

         

      

      AMENDMENT
        OR TERMINATION

      


      7.1.           
        Amendment or
        Termination.  The Corporation and the Bank intend the Plan to
        be permanent but reserve the right to amend or terminate the Plan when, in
        the
        sole opinion of the Corporation and the Bank, such amendment or termination
        is
        advisable.  Any such amendment or termination shall be made pursuant
        to a resolution of the Board and shall be effective as of the date of such
        resolution.  In addition, in the event that the Corporation
        determines, after a review of Section 409A of the Code and all applicable
        Internal Revenue Service guidance, that the Plan or payment election form
        needs
        to be further amended to comply with Section 409A of the Code, the Corporation
        may amend the Plan or the payment election form to make any changes required
        for
        it to comply with Section 409A of the Code.

       

      
        7.2.           
          Effect of Amendment
          or
          Termination.

         

      

      (a)   General.  No
        amendment or termination of the Plan shall directly or indirectly reduce
        the
        balance of any account held hereunder as of the effective date of such amendment
        or termination.  A termination of the Plan will not be a distributable
        event, except in the three circumstances set forth in Section 7.2(b)
        below.  No additional Supplemental ESOP Allocations shall be made to
        the account of a Participant after termination of the Plan, but the Corporation
        shall continue to credit gains and losses pursuant to Article IV until the
        balance of the Participant’s account has been fully distributed to the
        Participant or his beneficiary.

      


      (b)             
        Termination. Under no circumstances may the Plan permit the acceleration
        of the
        time or form of any payment under the Plan prior to the payment events specified
        herein, except as provided in this Section 7.2(b). The Corporation or the
        Bank
        may, in its discretion, elect to terminate the Plan in any of the following
        three circumstances and accelerate the payment of the entire unpaid balance
        of
        the Participant’s vested benefits as of the date of such payment in accordance
        with Section 409A of the Code:

      


      
        	
                (i)  

              	
                the
                  Plan is irrevocably terminated within the 30 days preceding a Change
                  in
                  Control and (1) all arrangements sponsored by the Corporation and
                  the Bank
                  that would be aggregated with the Plan under Treasury Regulation
                  §1.409A-1(c)(2) are terminated, and (2) each Participant and all
                  participants under the other aggregated arrangements receive all
                  of their
                  benefits under the terminated arrangements within 12 months of
                  the date
                  the Corporation and the Bank irrevocably take all necessary action
                  to
                  terminate the Plan and the other aggregated
                  arrangements;

              


      

       

      
 

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        	
                (ii)  

              	
                the
                  Plan is irrevocably terminated at a time that is not proximate
                  to a
                  downturn in the financial health of the Corporation or the Bank
                  and (1)
                  all arrangements sponsored by the Corporation and the Bank that
                  would be
                  aggregated with the Plan under Treasury Regulation 1.409A-1(c)
                  if a
                  Participant participated in such arrangements are terminated, (2)
                  no
                  payments are made within 12 months of the date the Corporation
                  and the
                  Bank take all necessary action to irrevocably terminate the arrangements,
                  other than payments that would be payable under the terms of the
                  arrangements if the termination had not occurred; (3) all payments
                  are
                  made within 24 months of the date the Corporation and the Bank
                  take all
                  necessary action to irrevocably terminate the arrangements; and
                  (4)
                  neither the Corporation nor the Bank adopts a new arrangement that
                  would
                  be aggregated with the Plan under Treasury Regulation 1.409A-1(c)
                  if a
                  Participant participated in both arrangements, at any time within
                  three
                  years following the date the Corporation and the Bank take all
                  necessary
                  action to irrevocably terminate the Plan;
                  or

              


      

      


      
        	
                 

              	
                (iii)

              	
                the
                  Plan is terminated within 12 months of a corporate dissolution
                  taxed under
                  Section 331 of the Code, or with the approval of a bankruptcy court
                  pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by
                  each Participant under the Plan are included in such Participant’s gross
                  income in the later of (1) the calendar year in which the termination
                  of
                  the Plan occurs, or (2) the first calendar year in which the payment
                  is
                  administratively practicable. 

              


      

       

      ARTICLE
        VIII

       

      GENERAL
        PROVISIONS

      


      8.1.           
        Participant’s Rights
        Unsecured. To fund its obligations under the Plan, the Corporation and
        the Bank may elect to form a trust, or to utilize a pre-existing trust, to
        purchase and hold the alternative forms of assets which are permitted under
        the
        ESOP, including shares of Corporation Common Stock, subject to compliance
        with
        all applicable securities laws. If the Corporation and the Bank elect to
        use a
        trust to fund their obligations under the Plan, a Participant shall have
        no
        right to demand the transfer to him of stock or other assets from the
        Corporation and the Bank, or from such a trust formed or utilized by the
        Corporation and the Bank. Any assets held in a trust, including shares of
        Corporation Common Stock, may be distributed to a Participant in payment
        of part
        or all of the Corporation’s and the Bank’s obligations under the Plan. The right
        of a Participant or his designated beneficiary to receive a distribution
        hereunder shall be an unsecured claim against the general assets of the
        Corporation and the Bank, and neither the Participant nor a designated
        beneficiary shall have any rights in or against any specific assets of the
        Corporation and the Bank.

      


      8.2.           
        General
        Conditions.  Nothing in this Plan shall operate or be construed
        in any way to modify, amend or affect the terms and provisions of the
        ESOP.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      8.3.           
        No Guarantee of
        Benefits.  Nothing contained in the Plan shall constitute a
        guarantee by the Corporation and the Bank or any other person or entity that
        the
        assets of the Corporation and the Bank will be sufficient to pay any benefit
        hereunder.

      


      8.4.           
        No Enlargement
        of
        Employee Rights.  No Participant shall have any right to
        receive a distribution of contributions made under the Plan except in accordance
        with the terms of the Plan.  Establishment of the Plan shall not be
        construed to give any Participant the right to be retained in the service
        of the
        Corporation and the Bank.

      


      8.5.           
        Spendthrift
        Provision.  No interest of any person or entity in, or right to
        receive a distribution under, the Plan shall be subject in any manner to
        sale,
        transfer, assignment, pledge, attachment, garnishment, or other alienation
        or
        encumbrance of any kind; nor may such interest or right to receive a
        distribution be taken, either voluntarily or involuntarily for the satisfaction
        of the debts of, or other obligations or claims against, such person or entity,
        including claims for alimony, support, separate maintenance and claims in
        bankruptcy proceedings.

      


      8.6.           
        Applicable
        Law.  The Plan shall be construed and administered under the
        laws of the Commonwealth of Pennsylvania to the extent such laws are not
        superseded by federal law.

      


      8.7.           
        Incapacity of
        Recipient.  If any person entitled to a distribution under the
        Plan is deemed by the Corporation and the Bank to be incapable of personally
        receiving and giving a valid receipt for such payment, then, unless and until
        claim therefor shall have been made by a duly appointed guardian or other
        legal
        representative of such person, the Corporation and the Bank may provide for
        such
        payment or any part thereof to be made to any other person or institution
        then
        contributing toward or providing for the care and maintenance of such
        person.  Any such payment shall be a payment for the account of such
        person and a complete discharge of any liability of the Corporation and the
        Bank
        and the Plan therefor.

      


      8.8.           
        Corporate
        Successors.  The Plan shall not be automatically terminated by
        a transfer or sale of assets of the Corporation and the Bank or by the merger
        or
        consolidation of the Corporation and the Bank into or with any other corporation
        or other entity, but the Plan shall be continued after such sale, merger
        or
        consolidation only if and to the extent that the transferee, purchaser or
        successor entity agrees to continue the Plan.  In the event that the
        Plan is not continued by the transferee, purchaser or successor entity, then
        the
        Plan shall terminate subject to the provisions of Section 7.2, and each
        participant shall be 100% vested in his or her account.

      


      8.9.           
        Unclaimed
        Benefit.  Each Participant shall keep the Corporation and the
        Bank informed of his current address and the current address of his designated
        beneficiary.  The Corporation and the Bank shall not be obligated to
        search for the whereabouts of any person.  If the location of a
        Participant is not made known to the Corporation and the Bank within three
        (3)
        years after the date on which payment of the Participant’s account may first be
        made, payment may be made as though the Participant had died at the end of
        the
        three-year period.  If, within one additional year after such
        three-year period has elapsed, or, within three years after the actual death
        of
        a Participant, the Corporation and the Bank are unable to locate any designated
        beneficiary of the Participant, then the Corporation and the Bank shall have
        no
        further obligation to pay any benefit hereunder to such Participant or
        designated beneficiary and such benefit shall be irrevocably
        forfeited.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      8.10. Limitations
        on
        Liability.  Notwithstanding any of the preceding provisions of
        the Plan, neither the Corporation and the Bank nor any individual acting
        as
        employee or agent of the Corporation and the Bank shall be liable to any
        Participant, former Participant or other person for any claim, loss, liability
        or expense incurred in connection with the Plan.

      


      IN
        WITNESS WHEREOF, the Corporation and
        the Bank have caused this Plan to be executed by their duly authorized officers
        effective as of the date first written above.

      

        


        
          	
                  Attest:

                	
                  PARKVALE
                    FINANCIAL CORPORATION

                
	 	 
	
                  /s/Deborah
                    M. Cardillo

                	
                   

                	
                  By:

                	
                  /s/
                    Robert J. McCarthy, Jr.

                
	Deborah
                  M. Cardillo	 	
                  Robert
                    J. McCarthy, Jr.

                
	Corporate
                  Secretary	 	
                  President
                    and Chief Executive Officer

                
	 	 
	
                  Attest:

                	
                  PARKVALE
                    SAVINGS BANK

                
	 	 
	
                  /s/
                    Deborah M. Cardillo

                	
                   

                	
                  By:

                	
                  /s/
                    Robert J. McCarthy, Jr.

                
	
                  Deborah
                    M. Cardillo

                	 	
                  Robert
                    J. McCarthy, Jr.

                
	Corporate
                  Secretary	 	President
                  and Chief Executive Officer


        

         

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

    

     

    
      APPENDIX
        A

      


      


      The
        Corporation and the Bank have
        designated the following person(s) as a Participant in the Parkvale Financial
        Corporation Amended and Restated Supplemental Executive Benefit
        Plan:

      


      


      1. Robert
        J.
        McCarthy, Jr., President and Chief Executive Officer, effective December
        31,
        1994.

       

      2. Timothy
        G. Rubritz, Senior Vice President, Treasurer and Chief Financial Officer
        of the
        Bank, effective December 31, 1995.


       

      
        
          
          

        

        
          A-1