FORM OF HOME FEDERAL BANCORP LONG-TERM INCENTIVE PLAN AWARD AGREEMENT
Exhibit
10.1
FORM
OF
LONG-TERM
INCENTIVE PLAN
AWARD
AGREEMENT
_______________,
200___
I am
pleased to inform you that the Compensation Committee of the Board of Directors
of Home Federal Bancorp (the “Compensation Committee”) has granted you an award
as described in this Award Agreement and Exhibit A attached
hereto (this Agreement”) and as described in the Home Federal Bancorp Long-Term
Incentive Plan, as amended (the “Plan”). Capitalized terms used
herein but not otherwise defined herein shall have the meaning ascribed to such
terms in the Plan. If you do not have your copy of the Plan, one will
be provided upon your written request to the Company at its headquarters to the
attention of the Chairman of the Compensation Committee.
1.
Award.
The Corporation hereby grants you the Award set forth on Exhibit A evidencing
the right to receive, upon and subject to the terms and conditions of this
Agreement and the Plan, the payment reflected on Exhibit A if the
applicable Performance Goal is met. You hereby accept the Award and
agree to be bound by the terms of this Agreement and the Plan.
2.
Performance
Period. The Performance Period is the Performance Period set
forth on Exhibit
A (the “Performance Period”).
3.
Performance
Criteria. Performance Criteria include (i) earnings per
share (EPS) of the Company, and (ii) total shareholder return (TSR) of the
Company. As used herein, earnings per share means the average annual
growth (expressed as a percentage) of the diluted earnings per share of the
Company during the Performance Period as reported in the Company’s Annual
Reports to Shareholders, provided that in calculating earnings per share the
Committee may, in its sole discretion, exclude special charges or extraordinary
items reported by the Company. The Performance Goal relating to the
earnings per share Performance Criteria will be satisfied if the annual average
growth in earnings per share meets the applicable Award Level as set forth on
Exhibit
A. As used herein, total shareholder return means the
percentile that the average annual total change in stock price plus dividends on
a share of stock of the Company during the Performance Period falls within the
Xxxxxx, Xxxxxxx Midwest Peer Group with assets less than $2.5 billion, or a
successor peer group selected by the Compensation Committee. The
Performance Goal relating to the total shareholder return Performance Criteria
will be satisfied if the average annual total shareholder return meets the
applicable Award level as set forth on Exhibit
A. There is interpolation between the minimum and maximum
Award Level amounts. Notwithstanding anything to the contrary
contained in this Agreement or in the Plan, no payment of any cash award based
on EPS Growth in excess of 10% or a TSR Percentile in excess of 50% shall be
made without the approval of the Committee which shall have the sole right and
authority to determine whether all, part, or none of any such award or awards
may be made.
4.
Restrictions.
The Award will be forfeited and all of your rights hereunder will terminate
without further obligation on the part of the Company, unless (a) you remain in
the continuous employment of the Company or a Subsidiary for the entire
Performance Period, except as provided in the Plan, and (b) the applicable
Performance Goal relating to the applicable Performance Criteria are satisfied
on the last day of the Performance Period.
5.
Taxes.
If the Company requires reimbursement of any tax required by law to be withheld
with respect to the Award, no Award shall be paid until the required payment is
made and, to the extent permitted by law, the Company and its Subsidiaries shall
have the right to deduct any such taxes from any payment due you.
6.
Nontransferability of
Award. The Award is not transferable by you other than
by will or by the laws of descent and distribution.
7.
Compliance With
Law. You agree to comply with all laws, rules, and
regulations applicable to the Award.
8.
No Right to Continued
Service. Nothing
in this Agreement shall be deemed to confer on you any right to continue in the
employ of the Company or any of its Subsidiaries or to affect any rights of the
Company or any of its Subsidiaries to terminate your service at any
time.
9.
The
Plan. The Award and this Agreement are subject to all
the terms, provisions and conditions of the Plan, which is incorporated herein
by reference, and to such regulations as may from time to time be adopted by the
Compensation Committee. A copy of the Plan has been furnished to
you. The Award and its terms shall be subject to interpretation by
the Compensation Committee, whose interpretation shall be final and binding on
you. The Compensation Committee may modify this Agreement without
your consent, except that your consent is needed for any modification after the
end of the Performance Period that would impair your rights under this
Agreement. Nothing herein shall limit or restrict the right of the
Company to amend or terminate this Award prior to the end of the Performance
Period or the Plan.
10.
Notices.
All notices by you or your assigns to the Company shall be addressed to Home
Federal Bancorp, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000,
Attention: Xxxxxx X. Xxxxxxxxx, or such other address as the Company
may, from time to time, specify. Any notice to you shall be addressed
to you at your most recent address in the Company’s records.
11.
Governing
Law. This Agreement is governed by the laws of the
State of Indiana, without regard to principles of conflict of laws.
12.
Severability.
If any provision of this Agreement is, becomes, or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction, such provision shall be
construed or deemed amended or limited in scope to conform to applicable laws
or, in the discretion of the Company, it shall be stricken and the remainder of
the Agreement shall remain in force and effect.
IN
WITNESS WHEREOF, the Company, by its duly authorized officer, and you have
executed this Award Agreement as of the date first above written.
|
By:
|
||
|
Chairperson
of the Compensation Committee
|
||
EXHIBIT
A
|
Name:
|
|
Social
Security Number:
|
Performance
Period: January 1, _____ through December 31, _____
|
Performance
Goal EPS
Growth
Equal to or Greater Than
|
Cash
Payment
|
|
5%
|
Base
Salary multiplied by .25 multiplied by [50/35%]
|
|
10%
|
Base
Salary multiplied by 1.0 multiplied by [50/35%]
|
|
20%
|
Base
Salary multiplied by 2.0 multiplied by
[50/35%]
|
|
Performance
Goal
TSR
Percentile of the Peer Group
|
Cash
Payment
|
|
25%
percentile
|
Base
Salary multiplied by .25 multiplied by [50/35%]
|
|
50%
percentile
|
Base
Salary multiplied by 1.0 multiplied by [50/35%]
|
|
75%
percentile
|
Base
Salary multiplied by 2.0 multiplied by
[50/35%]
|
By
executing this Exhibit
A, I acknowledge that I am bound by all of the terms of the Plan and the
Agreement delivered herewith, each of which is incorporated by reference in this
Exhibit
A.
|
Agreed
to and Accepted:
|
|
|
Participant
|
