Exhibit 10.2
HOME FEDERAL BANCORP
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.
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 ontinuous 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. In the
event of any conflict between the terms, conditions and provisions of the Plan
and the terms, conditions and provisions of this Agreement, the terms,
conditions and provisions of the Plan shall control, and this Agreement shall be
deemed to be modified accordingly. 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.
HOME FEDERAL BANCORP
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
