ex10-1.htm


    
      

    

    Exhibit
10.1


    
      


      


      


      AMENDED
AND RESTATED

      LINCOLN
PARK SAVINGS BANK

      


      


      DIRECTOR
RETIREMENT PLAN

      


      


      


      


      


      


      


      Lincoln
Park, New Jersey

      


      


      


      March
1, 2006

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      LINCOLN
PARK SAVINGS BANK

       

      AMENDED
AND RESTATED

      DIRECTOR
RETIREMENT PLAN

       

      This
Amended and Restated Director Retirement Plan (the “Plan”), effective as of
March 1, 2006 (the “Effective Date”), amends and restates the Lincoln Park
Director Retirement Plan, which was effective March 1, 2006 (the “Director
Retirement Plan”).  This Plan formalizes the understanding by and
between Lincoln Park Savings Bank (the “Bank”), a bank organized under the laws
of the state of New Jersey (the “Bank”), and its Directors (defined herein) who
shall be eligible to participate in this Plan.  The Bank has herein
restated the Plan with the intention that the Plan shall at all times satisfy
Section 409A of the Code (as defined herein) and the regulations
thereunder.  The provisions of the Plan shall be construed to
effectuate such intentions.

       

      W
I T N E S S E T H :

       

      WHEREAS, the Directors serve
the Bank as members of the Board of Directors (“Board”); and

       

      WHEREAS, the Bank previously
established the Directors Retirement Plan to recognize the Directors who have
provided long and faithful service to the Bank; and

       

      WHEREAS, the Bank and the
Directors intend this Plan to be considered an unfunded arrangement, maintained
primarily to provide supplemental retirement income for such Directors;
and

       

      WHEREAS, Section 409A of
the Code requires that deferred compensation arrangements comply with its terms
or be subject to current taxes and penalties; and

       

      WHEREAS, Section 409A of the
Code and the final regulations issued thereunder in April of 2007 necessitate
further changes to the Directors Retirement Plan; and

       

      WHEREAS, the Bank hereby
amends and restates the Director Retirement Plan in order to comply with Code
Section 409A.

       

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

       

      Article
I

      Definitions

       

      
        	
                Section
      1.01

              	
                Definitions.

              


      

       

      In this
document, whenever the context so indicates, the singular or the plural number
and the masculine or feminine gender shall be deemed to include the other, the
terms “he,” “his,” and “him,” shall refer to a Participant or a beneficiary of a
Participant, as the case may be, and, except as otherwise provided, or unless
the context otherwise requires, the capitalized terms shall have the following
meanings:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                (a)

              	
                “Annual
      Retirement Benefit” means an annual amount equal to Eighteen Thousand
      Dollars ($18,000), paid in monthly increments of One Thousand Five Hundred
      Dollars ($1,500.00).

              
	 	 
	
                (b)

              	
                “Bank”
      means Lincoln Park Savings Bank, Lincoln Park, New
  Jersey.

              
	 	 
	
                (c)

              	
                “Beneficiary”
      means the person designated by the Director, on a form provided by the
      Plan Administrator and filed with the Bank, attached hereto as Exhibit B,
      to receive the Director’s Annual Retirement Benefit or the remaining
      payments of the Annual Retirement Benefit if the Director dies before
      receiving payments for ten (10) years (any payments to the Beneficiary
      shall be deemed to be a “Survivor’s Benefit”).  If no
      Beneficiary is named, the Beneficiary shall be the Director’s surviving
      spouse, or if none, the Director’s children, in equal shares, per
      stirpes.  If a Director dies without a surviving spouse or
      children, and has not designated a Beneficiary, the Beneficiary shall be
      the Director’s estate.

              
	 	 
	
                (d)

              	
                “Benefit
      Eligibility Date” shall be the date on which a Director is entitled to
      receive a benefit under the Plan.  Unless otherwise set forth in
      another Section of this Plan, a Director’s “Benefit Eligibility Date”
      shall occur on the 1st day of the month coincident with or next following
      the earliest of the following events to occur: (i) the later of the month
      in which the Director retires or attains the Director’s Eligible
      Retirement Age (provided, however, that no Director shall have a Benefit
      Eligibility Date due to attainment of the Director’s Eligible Retirement
      Age prior to the third anniversary of the Plan’s Effective Date); (ii) the
      month in which a Disability determination is made; (iii) the later of the
      month in which the Director dies or the Bank is notified of the Director’s
      death; or (iv) the month in which the Director’s service is terminated
      (either voluntarily or involuntarily) following a Change in
      Control.

              
	 	 
	
                (e)

              	
                “Board
      of Directors” means the Board of Directors of the Bank.

              
	 	 
	
                (f)

              	
                “Change
      in Control” of the Bank or the Company shall mean (i) a change in
      ownership of the Bank or the Company (as defined herein) under paragraph
      (I) below, or (ii) a change in effective control of the Bank or the
      Company under paragraph (II) below, or (iii) a change in the ownership of
      a substantial portion of the assets of the Bank or the Company under
      paragraph (III) below:

              


      

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	 
      	
                (I)

              	
                Change in the ownership of the
      Bank or the Company.  A change in the ownership of the
      Bank or the Company shall occur on the date that any one person, or more
      than one person acting as a group (as defined in Final Treasury Regulation
      Section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the
      corporation that, together with stock held by such person or group,
      constitutes more than 50 percent of the total fair market value or total
      voting power of the stock of such corporation.

              
	 	 	 
	 
      	
                (II)

              	
                Change in the effective control
      of the Bank or the Company.  A change in the effective
      control of the Bank or the Company shall occur on the date that either
      (i) any one person, or more than one person acting as a group (as
      defined in Final Treasury Regulation Section 1.409A-3(i)(5)(v)(D)),
      acquires (or has acquired during the 12-month period ending on the date of
      the most recent acquisition by such person or persons) ownership of stock
      of the corporation possessing 30 percent or more of the total voting power
      of the stock of such corporation; or (ii) a majority of members of the
      corporation’s board of Directors is replaced during any 12-month period by
      Directors whose appointment or election is not endorsed by a majority of
      the members of the corporation’s board of Directors prior to the date of
      the appointment or election, provided that this sub-section (ii) is
      inapplicable where a majority shareholder of the Bank or the Company is
      another corporation.

              
	 	 	 
	 
      	
                (III)

              	
                Change in the ownership of a
      substantial portion of the Bank’s or the Company’s
      assets.  A change in the ownership of a substantial
      portion of the Bank’s or the Company’s assets shall occur on the date that
      any one person, or more than one person acting as a group (as defined in
      Final Treasury Regulation Section 1.409A-3(i)(v)(C)), 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 corporation that
      have a total gross fair market value equal to or more than 40% of the
      total gross fair market value of (i) all of the assets of the Bank, or
      (ii) the value of the assets being disposed of, either of which is
      determined without regard to any liabilities associated with such
      assets.

              
	 	 	 
	 
      	
                (IV)

              	
                Notwithstanding
      anything herein to the contrary, the reorganization of the Bank as the
      wholly-owned subsidiary of a holding company in a standard conversion
      shall not be deemed a Change in Control.  For all purposes
      hereunder, the definition of Change in Control shall be construed to be
      consistent with the requirements of Final Treasury Regulation Section
      1.409A-3(i), except to the extent that such proposed regulations are
      superseded by subsequent guidance.

              


      

       

      
        	
                (g)

              	
                “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, and
      the rules and regulations promulgated thereunder.

              
	 	 
	
                (h)

              	
                “Company”
      means Lincoln Park Bancorp, Inc.

              
	 	 
	
                (i)

              	
                “Director”
      means a member of the Board of Directors serving on the Board of
      Directors.

              
	 	 
	
                (j)

              	
                “Disability”
      means any case in which a Director: (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 12
      months,(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 12 months, receiving income
      replacement benefits for a period of not less than three months under an
      accident and health plan covering employees or non-employee directors of
      the Bank; or (iii) is determined to be totally disabled by the Social
      Security Administration.

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	
                (k)

              	
                “Disability
      Benefit” means the monthly benefit payable to the Director following a
      determination of the Director’s Disability.

              
	 	 
	
                (l)

              	
                “Discount
      Rate” shall mean 5.75%, or such other rate as determined from time to time
      by the Board of Directors.

              
	 	 
	
                (m)

              	
                “Eligible
      Retirement Age” shall mean the age of a Director when he or she has both
      attained age 65 and has completed ten (10) Years of Service on the
      Board.  For purposes of determining if a Director has attained
      Eligible Retirement Age, a Director’s Years of Service prior to the
      adoption of the Plan shall be credited towards the Director’s ten (10)
      Years of Service.

              
	 	 
	
                (n)

              	
                “Participant”
      means a Director who satisfies the eligibility requirements set forth in
      Section 2.01 (a) of the Plan.

              
	 	 
	
                (o)

              	
                “Payout
      Period” means One Hundred Twenty (120)  consecutive
      months.

              
	 	 
	
                (p)

              	
                “Plan”
      means this Lincoln Park Savings Bank Amended and Restated Director
      Retirement Plan.

              
	 	 
	
                (q)

              	
                “Survivor
      Benefit” means an annual amount payable to the Beneficiary in monthly
      installments throughout the Payout Period.  The Survivor’s
      Benefit shall be equal to the Annual Retirement Benefit, calculated as if
      the Director had survived and remained in the service of the Bank until
      reaching the Director’s Eligible Retirement Age.

              
	 	 
	
                (r)

              	
                “Termination
      of Service” or “Terminates Service” means “separation from service” (as
      such term is defined under Code Section 409A).

              
	 	 
	
                (s)

              	
                “Year
      of Service” means a consecutive 12-month period of service on the Board of
      Directors.  The consecutive 12 month period of service shall be
      based on the calendar year or the fiscal year of the Bank, if different,
      in the sole discretion of the Plan
  Administrator.

              


      

       

      Article
II

      Eligibility
and Benefits

       

      
        	
                Section
      2.01

              	
                Eligibility.

              


      

       

      A
Director shall be eligible to receive the Annual Retirement Benefit upon
attainment of the Director’s Eligible Retirement Age.  In addition, a
Director will be eligible for a Disability Benefit in accordance with Section
2.03, or the Director’s Beneficiary shall be eligible for a Survivor Benefit, in
accordance with Section 2.04, if the director suffers a Disability or dies after
the adoption of the Plan, without consideration to the Director’s Years of
Service.  Service with the board of directors of any entity other than
the Bank shall not be credited for any purpose under this Plan.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        	
                Section
      2.02

              	
                Retirement of
      Benefit.

              


      

       

      
        	
                (a)

              	
                A
      Director who Terminates Service after the Director’s Eligible Retirement
      Age shall be fully vested in his or her Annual Retirement Benefit, payable
      in accordance with Section 2.05(a) herein.

              
	 	 
	
                (b)

              	
                A
      Director who Terminates Service after completing 10 or more Years of
      Service but before age 65 (other than due to death or Disability or a
      Change in Control), shall be entitled to the Annual Retirement Benefit
      which will become payable on the Director’s Benefit Eligibility Date
      following the Director’s Eligible Retirement Age.  A Director
      who terminates service before satisfying the requirement of having 10
      Years of Service (other than due to death, Disability or a Change in
      Control), is not entitled to a benefit hereunder.

              
	 	 
	
                (c)

              	
                A
      Director who is terminated for just cause pursuant to Section 5.04 shall
      forfeit all benefits hereunder.

              


      

       

      
        	
                Section
      2.03

              	
                Disability
      Benefit

              


      

       

      Notwithstanding
any other provision hereof, a Director who has not attained the Director’s
Eligible Retirement Age shall be entitled to receive the Disability Benefit
hereunder, in any case in which it is determined that the Director has incurred
a Disability.  If the Director’s service is terminated due to
Disability, the Director’s Benefit Eligibility Date shall be the first day of
the month following the month in which the Disability determination is
made.  The Director shall receive the Disability Benefit in lieu of
any benefit available under Section 2.02.  In the event the Director
dies while receiving payments pursuant to this Section, but prior to the
completion of all payments due and owing hereunder, the Bank shall pay to the
Director’s Beneficiary a continuation of the monthly installments for the
remainder of the Payout Period.

      


      
        	
                Section
      2.04

              	
                Death
      Benefit

              


      

       

      If the
Director dies while serving on the Board, the Director’s Beneficiary shall be
entitled to a Survivor Benefit beginning on the Benefit Eligibility Date and
payable over the Payout Period.  If a former Director dies after the
Director becomes eligible for an Annual Retirement Benefit but before the Annual
Retirement Benefit commences, the Director’s Beneficiary shall be entitled to a
Survivor Benefit payable commencing on the Benefit Eligibility Date over the
Payout Period.  In any case where a Director dies after commencement
of the Annual Retirement Benefit and before the completion of such payments
thereunder, the Director’s Beneficiary shall be entitled to the continuation of
such payments for the remainder of the Payout Period.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
        	
                Section
      2.05

              	
                Time and Manner of
      Payment.

              


      

       

      
        	
                (a)

              	
                The
      Annual Retirement Benefit, the Disability Benefit and/or the Survivor
      Benefit are each payable commencing on the Benefit Eligibility Date and
      shall be payable over the Payout Period.  The payment of any one
      of these benefits to an eligible Director or Beneficiary shall fully
      satisfy the Bank’s obligation to such Director
  hereunder.

              
	 	 
	
                (b)

              	
                In
      the following circumstances and to the following extent, the Plan
      administrator may, in its sole discretion, authorize the acceleration of
      the payment of benefits under the
Plan:

              


      

       

      
        	 
      	
                (i)

              	
                In
      the event that a Participant has suffered an unforeseeable emergency, the
      Plan administrator may, in its sole discretion upon the Participant’s
      request, and to the extent permitted under Section 409A of the Code, allow
      such Participant to obtain a lump sum payment of an amount not to exceed
      the lesser of the present value of the then remaining benefits otherwise
      payable to the Participant and the amount necessary to alleviate the
      unforeseeable emergency.  Such lump sum payment shall be in lieu
      of the equivalent benefits that would otherwise be payable to a
      Participant.  For these purposes an “unforeseeable emergency”
      means a severe financial hardship to the Participant resulting from an
      illness or accident of the Participant, the Participant’s spouse, or a
      dependent (as defined in Code Section 152(a)) of the Participant, loss of
      the Participant’s property due to casualty, or other similar extraordinary
      and unforeseeable circumstances arising as a result of events beyond the
      control of the Participant.  The circumstances that shall
      constitute an unforeseeable emergency will depend upon the facts of each
      case and shall be determined in accordance with Code Section
      409A.   Amounts allowed as a hardship distribution may not
      exceed the amounts necessary to satisfy such emergency plus amounts
      necessary to pay taxes reasonably anticipated as a result of the
      distribution, after taking into account the extent to which such hardship
      is or may be relieved through reimbursement or compensation by insurance
      or otherwise, or by liquidation of the Participant’s assets (to the extent
      the liquidation of such assets would not itself cause severe financial
      hardship).

              
	 
      	 
      	 
      
	 
      	
                (ii)

              	
                To
      the extent required to comply with the terms of a domestic relations order
      (within the meaning of Section 414(p) of the Code) directed to and served
      upon the Plan, the Plan administrator may direct the payment of all or any
      portion of the benefit to which a Participant is entitled to at any time
      or in accordance with any benefit payment schedule set forth in such
      order.  Such lump sum payment shall be in lieu of the benefits
      that would otherwise be payable to a Participant.

              
	 
      	 
      	 
      
	 
      	
                (iii)

              	
                To
      the extent necessary to effect compliance with a certificate of
      divestiture (within the meaning of Section 1043(b)(2) of the Code), the
      Plan administrator may permit a lump sum payment in an amount up to the
      present value of the then remaining benefits otherwise payable to the
      Participant under this Plan.  Such lump sum payment shall be in
      lieu of the benefits that would otherwise be payable to a
      Participant.

              


      

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      


      Article
III

      Change
in Control

      


      
        	
                3.01

              	
                Benefits Following a
      Change In Control.

              


      

       

      Notwithstanding
any other provision in this Plan to the contrary, in the event of a Change in
Control, each Director serving on the Board of Directors on the date of the
Change in Control will be credited with Years of Service, as if the Director had
remained a member of the Board of Directors until age 65, with at least 10 Years
of Service.  New Participants shall have the right within thirty (30)
days after becoming a Participant to elect, in the form attached hereto as
Exhibit A, to receive the Annual Retirement Benefit commencing on the effective
date of the Change in Control or at their Eligible Retirement Age (for these
purposes, age 65), if later.  In addition, the new Participants may
elect to receive the Annual Retirement Benefit payable in a lump sum rather than
in installments over the  Payout Period.  If the Director
elects to receive the Annual Retirement Benefit at the time of the Change in
Control rather than at their Eligible Retirement Age, the lump sum value will be
calculated by applying the Discount Rate to the Annual Retirement Benefit, and
for these purposes, treating the Participants as if the they are age 65 at the
effective date of the Change in Control.  In the event no election is
made by the new Participants, the new Participants shall be paid the lump sum
value of the Annual Retirement Benefit commencing within ten (10) business days
following the effective date of the Change in
Control.  Notwithstanding the foregoing, current Participants may
elect to change the time and form of payment of his or her benefits following a
Change in Control to another permissible time and form (e.g., from lump sum to
installment, or vice versa) by filing with the Bank a Transition Year Election
Form for Current Participants, attached hereto as Exhibit C, provided that such
election is made by December 31, 2008.

       

      Article
IV

      Administration

       

      
        	
                Section
      4.01

              	
                Administration

              


      

       

      The
administration of the Plan, the exclusive power to interpret it, and the
responsibility for carrying out its provisions are vested in the Board of
Directors of the Bank or its designee. For these purposes, the Board of
Directors of the Bank is the “Administrator.”  The Board of Directors
or its designee shall have the authority to resolve any question under the Plan.
The determination of the Board of Directors or its designee as to the
interpretation of the Plan or any disputed question shall be conclusive and
final to the extent permitted by applicable law.  Claims for benefits
under the Plan shall be submitted in writing to the Board of Directors or to an
individual designated by the Bank for this purpose.

       

      
        	
                Section
      4.02

              	
                Claims Procedures and
      Arbitration.

              


      

      


      In the
event that benefits under this Plan are not paid to the Director (or to his
Beneficiary in the case of the Director’s death) and such claimants feel they
are entitled to receive such benefits, then a written claim must be made to the
Administrator within sixty (60) days from the date payments are refused. The
Administrator shall review the written claim and, if the claim is denied, in
whole or in part, they shall provide in writing, within thirty (30) days of
receipt of such claim, their specific reasons for such denial, reference to the
provisions of this Plan upon which the denial is based, and any additional
material or information necessary to perfect the claim. Such writing by the Bank
and its Board of Directors shall further indicate the additional steps which
must be undertaken by claimants if an additional review of the claim denial is
desired.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      If
claimants desire a second review, they shall notify the Administrator in writing
within thirty (30) days of the first claim denial. Claimants may review this
Plan or any documents relating thereto and submit any issues and comments, in
writing, they may feel appropriate. In its sole discretion, the Administrator
shall then review the second claim and provide a written decision within thirty
(30) days of receipt of such claim. This decision shall state the specific
reasons for the decision and shall include reference to specific provisions of
this Plan upon which the decision is based.

      


      If claimants continue to dispute the
benefit denial based upon completed performance of this Plan or the meaning and
effect of the terms and conditions thereof, it shall be settled by arbitration
administered by the American Arbitration Association under its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof

       

      Article
V

      General
Provisions

       

      
        	
                Section
      5.01

              	
                No
      Funding.

              


      

       

      
        	
                (a)

              	
                All
      amounts payable in accordance with the Plan shall constitute a general
      unsecured obligation of the Bank. Such amounts, as well as any
      administrative costs relating to the Plan, shall be paid out of the
      general assets of the Bank.

              
	 	 
	
                (b)

              	
                The
      Bank may, for administrative reasons, establish a grantor trust with an
      independent trustee for the benefit of Participants in the Plan. The Bank
      shall be treated as “grantor” of said trust for purposes of Section 677 of
      the Code.  Said grantor trust shall conform to the requirements
      of Internal Revenue Service Rev. Proc. 92-64.  The assets, if
      any, placed in said trust shall be held separate and apart from other Bank
      funds and shall be used exclusively for the purposes set forth in the Plan
      and the applicable trust agreement.  The agreement of said trust
      shall provide that its assets may be used upon the insolvency or
      bankruptcy of the Bank to satisfy claims of the Bank’s general creditors
      and that the rights of such general creditors are enforceable by them
      under federal and state law.  In the event that a Director has
      elected to receive the Annual Retirement Benefit in a form other than a
      lump sum in connection with the occurrence of a Change in Control of the
      Bank or the Company, the Bank shall establish a grantor trust and shall
      transfer assets to said grantor trust prior to the effective date of the
      Change in Control in an amount sufficient to ensure the payment of all
      amounts due and owing under the Plan following the Change in
      Control.

              


      

      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      
        	
                Section
      5.02

              	
                Amendment of the
      Plan.

              


      

       

      The Bank
reserves the right to modify or amend the Plan, in whole or in part, at any
time, and from time to time. However, no modification or amendment shall
adversely affect the right of any Participant hereunder.

       

      
        	
                Section
      5.03

              	
                Non-alienation.

              


      

       

      Subject
to any applicable law, no benefit under the Plan shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt to do so shall be void.

       

      
        	
                Section
      5.04

              	
                Forfeiture for Just
      Cause.

              


      

       

      In the
event that the Director’s service as a Director is involuntarily terminated for
reason of serious misconduct, dishonesty or fraud on the part of such
Participant in his relationship with the Bank, all benefits that would otherwise
be payable to him under the Plan shall be forfeited.

       

      
        	
                Section
      5.05

              	
                Construction.

              


      

       

      
        	
                (a)

              	
                The
      Plan shall be construed, regulated and enforced under the laws of the
      State of New Jersey, without giving regard to any conflicts of laws
      principles thereof.

              
	 	 
	
                (b)

              	
                The
      masculine pronoun shall mean the feminine wherever appropriate, and the
      singular shall include the plural.

              
	 	 
	
                (c)

              	
                The
      illegality or unenforceability of any particular provision of this
      document shall not affect the other provisions and the Plan shall be
      construed in all respects as if such invalid provision were
      omitted.

              
	 	 
	
                (d)

              	
                The
      headings and subheadings in the Plan have been inserted for convenience of
      reference only, and are to be ignored in any construction of the
      provisions thereof.

              


      

       

      
        	
                Section
      5.06

              	
                Effective
      Date.

              


      

       

      The Plan
is adopted at a meeting of the Board of Directors held on _____________,
however, the Effective Date of the Plan shall be March 1, 2006.

       

      
        	
                Section
      5.07

              	
                Late
      Payments.

              


      

      


      Any
payment due and payable under this Plan that is not made within thirty (30) days
after the date on which it is first due and payable shall continue to bear
interest or other earnings from the date it is first due through the date of
actual payment unless the delay in payment results solely from an act or failure
to act on the part of the payment recipient.  Where a delay in excess
of thirty (30) days has occurred in the commencement of any series of payments,
the first payment made shall also include any previous installments that are
due.

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      


      
        	
                Section
      5.08

              	
                Required Regulatory
      Provisions.

              


      

      


      Notwithstanding anything herein
contained to the contrary, any payments to a Director by the Bank under this
Plan, are subject to and conditioned upon their compliance with Section 18(k) of
the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the
regulations promulgated thereunder in 12 C.F.R. Part 359.

      


      
        	
                Section
      5.09

              	
                Construction and
      Severability.

              


      

      


      This Plan
is adopted following the enactment of Code Section 409A and is intended to be
construed consistent with the requirements of that Section, the Treasury
regulations and other guidance issued thereunder.  If any provision of
the Plan shall be determined to be inconsistent therewith for any reason, then
the Plan shall be construed, to the maximum extent possible, to give effect to
such provision in a manner that is consistent with Code Section 409A, and if
such construction is not possible, as if such provision had never been
included.  In the event that any of the provisions of this Plan or
portion thereof are held to be inoperative or invalid by any court of competent
jurisdiction, then: (1) insofar as is reasonable, effect will be given to the
intent manifested in the provisions held to be invalid or inoperative, and (2)
the invalidity and enforceability of the remaining provisions will not be
affected thereby.  If required by Code Section 409A, a Director’s
Termination of Service on the Board shall be deemed to be defined in accordance
with the definition of “separation from service” under Code Section
409A.

      


      
        	
                Section
      5.10

              	
                Payment of Code
      Section 409A Taxes.

              


      

      


      This Plan shall permit the acceleration
of the time to pay any taxes that may become due at any time that the
arrangement fails to meet the requirements of Code Section 409A and the
regulations and other guidance promulgated thereunder.  Such payments
shall not exceed the amount required to be included in income as the result of
the failure to comply with the requirements of Code Section 409A.

      


      
        	
                Section
      5.11

              	
                Termination of the
      Plan.

              


      

      


       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 5.11 of the Plan.  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
Director’s accrued 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 Bank that would be aggregated with the
Plan under Treasury Regulation §1.409A-1(c)(2) are terminated, and (2) the
Director and all participants under the other aggregated arrangements receive
all of their benefits under the terminated arrangements within 12 months of the
date the Bank irrevocably takes all necessary action to terminate the Plan and
the other aggregated arrangements;

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      (ii)           the
Plan is irrevocably terminated at a time that is not proximate to a downturn in
the financial health of the Bank and (1) all arrangements sponsored by the Bank
that would be aggregated with the Plan under Treasury Regulation 1.409A-1(c) if
the Director participated in such arrangements are terminated, (2) no payments
are made within 12 months of the date the Bank takes 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 Bank takes all
necessary action to irrevocably terminate the arrangements, and (4) the Bank
does not adopt a new arrangement that would be aggregated with the Plan under
Treasury Regulation 1.409A-1(c) if a Director participated in both
arrangements, at any time within three years following the date the Bank takes
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 a Director
under the Plan are included in the Director’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.

      


      


       

      [Signature
Page Follows]

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      IN WITNESS WHEREOF, the Bank,
acting through its duly authorized officer, has executed this Director
Retirement Plan, effective as of the date first written above.

      


      


      
        	
                Attest:

              	 	
                LINCOLN
      PARK SAVINGS

              	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	 
      	 
      	 
      
	 
      	 	
                By:

              	 
      	 
      
	 
      	 	 
      	
                Authorized
      Officer

              	 
      


      

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      Exhibit
A

      


      LINCOLN
PARK SAVINGS BANK

      AMENDED
AND RESTATED DIRECTOR RETIREMENT PLAN

      


      CHANGE
IN CONTROL ELECTION FORM FOR NEW PARTICIPANTS

      


      


      According
to the terms of Section 3.01 of this Plan, I understand that in the event of a
Change in Control, I may elect to receive my Annual Retirement Benefit either at
the time of the Change in Control or at age 65, if later.  In
addition, I may also elect to receive my Annual Retirement Benefit either in a
lump sum or in installments over ten (10) years.  I understand that if
I fail to make an election, in the event of a Change in Control, I will receive
the lump sum equivalent of my Annual Retirement Benefit on the effective date of
the Change in Control.

      


      In the
event of a Change in Control of the Bank, I hereby elect to receive my Annual
Retirement Benefit at the following time (check one):

      


      
        	 
      	
                 

              	 	
                on
      the effective date of the Change in Control

              
	 
      	 
      	 	 
      
	 
      	
                 

              	 	
                at
      age 65 (or if I am age 65 or greater at the time of a Change in Control,
      on the effective date of the Change in
Control).

              


      

      


      In the
event of a Change in Control of the Bank, I hereby elect to receive my Annual
Retirement Benefit in the following form (check one):

      


      
        	 
      	
                 

              	 	
                in
      a single lump sum payment

              
	 
      	 
      	 	 
      
	 
      	
                 

              	 	
                in
      equal monthly installments over the Payout
  Period.

              


      

      


       

      
        	
                Signature

              	
                 

              	 
      
	 
      	 
      	 
      
	
                Date

              	
                 

              	 
      


      

      


      


      Received
by the Bank this ______ day of _________________, 20___.

      


      
        	
                By

              	
                 

              	 
      
	
                Title

              	
                 

              	 
      


      

      


      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      Exhibit
B

       

       

      LINCOLN
PARK SAVINGS BANK

      AMENDED
AND RESTATED DIRECTOR RETIREMENT PLAN

      


      BENEFICIARY
DESIGNATION

      


       

      The
Director, under the terms of the Amended and Restated Director Retirement Plan
executed by Lincoln Park Savings Bank, of Lincoln Park, New Jersey, dated
_____________, 2008, hereby designates the following Beneficiary(ies) to receive
any guaranteed payments or death benefits under such Plan, following his
death:

       

      PRIMARY
BENEFICIARY:

       

      
        	
                Name:

              	
                 

              	 	
                %
      of Benefit:

              	
                 

              
	
                Name:

              	
                 

              	 	
                %
      of Benefit:

              	
                 

              
	
                Name:

              	
                 

              	 	
                %
      of Benefit:

              	
                 

              


      

       

      SECONDARY
BENEFICIARY (if all Primary Beneficiaries pre-decease the
Director):

      


      
        	
                Name:

              	
                 

              	 	
                %
      of Benefit:

              	
                 

              
	
                Name:

              	
                 

              	 	
                %
      of Benefit:

              	
                 

              
	
                Name:

              	
                 

              	 	
                %
      of Benefit:

              	
                 

              


      

       

       

      This
Beneficiary Designation hereby revokes any prior Beneficiary Designation which
may have been in effect and this Beneficiary Designation is
revocable.

       

       

      
        	
                Date:

              	
                 

              	 
      


      

      


       

      
        	 
      	 	 
      
	
                Witness

              	 
      	 	
                Director

              	 
      


      

      


      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      Exhibit
C

      


      LINCOLN
PARK SAVINGS BANK

      AMENDED
AND RESTATED DIRECTOR RETIREMENT PLAN

      


      TRANSITION
YEAR CHANGE IN CONTROL ELECTION FORM FOR CURRENT PARTICIPANTS

      


      Instructions:  If
you are a participant in the Amended and Restated Director Retirement Plan (the
“Plan”), and you previously elected the time and form of payment of your Annual
Retirement Benefit (e.g., lump sum, monthly installments) upon the occurrence of
a Change in Control, you have a limited period of time to use this Transition
Year Election Form to elect to change your previous distribution
option.  For example, if you previously elected to receive your Annual
Retirement Benefit in monthly installments on the effective date of the Change
in Control, you may use this Transition Year Election Form to change your form
of benefit to a lump sum distribution.

      


      Due
to IRS rules, individuals who participate in the Plan during 2008 must complete
this form no later than December 31, 2008.  You may not use this form to
change your distribution elections with respect to payments that are scheduled
to be made to you in 2008, or otherwise to cause payments to be made to you in
2008.

      


      
        	
                Print
    Name:

              	 
      	 
      


      

      


      I am a
participant in the Plan  The Plan provides that in the event of a
Change in Control, I may elect to receive my Annual Retirement Benefit either at
the time of the Change in Control, or at age 65, if later.  I
previously filed an election with the Bank with respect to the time and form of
payment of Annual Retirement Benefit upon the occurrence of a Change in Control,
and I now wish to change my distribution options by completing this Transition
Year Election Form.  I understand that I may not make an election to
cause payments to be made in 2008, or to change the form of payment of benefits
that are scheduled to begin in 2008.

      


      In the
event of a Change in Control of the Bank, I hereby elect to receive my Annual
Retirement Benefit at the following time (check one):

      


      
        	 
      	
                 

              	 	
                on
      the effective date of the Change in Control

              
	 
      	 
      	 	 
      
	 
      	
                 

              	 	
                at
      age 65 (or if I am age 65 or greater at the time of a Change in Control,
      on the effective date of the Change in
Control).

              


      

      


      In the
event of a Change in Control of the Bank, I hereby elect to receive my Annual
Retirement Benefit in the following form (check one):

      


      
        	 
      	
                 

              	 	
                in
      a lump sum

              
	 
      	 
      	 	 
      
	 
      	
                 

              	 	
                in
      equal monthly installments over the Payout
  Period.

              


      

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      


      
        	
                Signature

              	
                 

              	 
      
	 
      	 
      	 
      
	
                Date

              	
                 

              	 
      


      

      


      


      Received
by the Bank this ______ day of _________________, 20___.

      


      
        	
                By

              	
                 

              	 
      
	
                Title

              	
                 

              	 
      


      

       

       

      16