HOME FEDERAL SAVINGS & LOAN ASSOCIATION
DIRECTOR DEFERRED INCENTIVE AGREEMENT
THIS AGREEMENT is made this day of _____________, 200__, by and between
the HOME FEDERAL SAVINGS & LOAN ASSOCIATION, a federally chartered savings and
loan association located in Nampa, Idaho (the "Company"), and ________________
(the "Director").
INTRODUCTION
To encourage the Director to remain a member of the Company's Board of
Directors, the Company enters into this Agreement to make provision for deferred
incentive compensation for the Director and to allow the Director the additional
option to defer payment of all or some portion of other compensation received by
him for service on the Board of Directors.
AGREEMENT
The Director and the Company agree as follows:
Article 1
Definitions
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Code" means the Internal Revenue Code of 1986, as amended.
1.2 "Deferral Account" means the amount of Director Deferrals plus
interest credited thereon according to Section 4.1.3 of this Agreement and the
amount of Incentive Awards plus interest credited thereon also according to
Section 4.1.3 of this Agreement.
1.3 "Director Deferrals" means the amount of fees which the
Director elects to defer according to this Agreement.
1.4 "Disability" means, if the Director is covered by a Company
sponsored disability policy, total disability as defined in such policy without
regard to any waiting period. If the Director is not covered by such a policy,
Disability means the Director suffering a sickness, accident or injury, which,
in the judgment of a physician satisfactory to the Company, prevents the
Director from performing substantially all of the Director's normal duties for
the Company. As a condition to receiving any Disability benefits, the Company
may require the Director to submit to such physical or mental evaluations and
tests as the Company's Board of Directors deems appropriate.
1.5 "Effective Date" means __________ ___, 200_.
1.6 "Extraordinary Items" means those items recognized by
Generally Accepted Accounting Principles as extraordinary that substantially
affect the Company's assets. The Company's Board of
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Directors, in its sole discretion, may designate such items of income or expense
as extraordinary.
1.7 "Fees" means the total directors fees payable to the Director.
1.8 "Growth Rate of Net Worth" means the percentage change in the
Company's net worth over a one year period, measured on September 30 of each
year. For example, Growth Rate of Net Worth for the year ending September 30,
200_ would be computed by taking the Company's net worth on September 30, 200_,
less the Company's net worth on September 30, 2000, divided by the September 30,
200_ net worth.
1.9 "Normal Retirement Age" means the Director's 72nd birthday.
1.10 "Normal Retirement Date" means the later of the Normal
Retirement Age or Termination of Service.
1.11 "Plan Year" means the fiscal year ending on September 30 of
each year. The first Plan Year shall commence on the Effective Date of this
Agreement and end on September 30, 200_.
1.12 "Return On Assets" means the Company's after tax net income at
the end of the most recent fiscal year, adjusted for Extraordinary Items,
divided by the Company's average assets for the fiscal year.
1.13 "Return On Equity" means the Company's after tax net income at
the end of the most recent fiscal year, adjusted for Extraordinary Items,
divided by the Company's average equity for the fiscal year.
1.14 "Termination of Service" means the Director ceasing to be a
member of the Company's Board of Directors for any reason whatsoever, voluntary
or involuntary, other than by reason of an approved leave of absence.
Article 2
Incentive
2.1 Incentive Award. For the Plan Years ending in 200_, 200_ and
200_, the Return On Assets ("ROA") and the Return On Equity ("XXX") determined
as of September 30 of each Plan Year shall determine the Director's Incentive
Award Percentage, in accordance with grid attached as Exhibit B to this
Agreement. For all subsequent Plan Years, the Return On Assets ("ROA") and the
Return On Equity ("XXX") determined as of September 30 of each Plan Year shall
determine the Director's Incentive Award Percentage, in accordance with grid
attached as Exhibit C to this Agreement
2.1.1 The Incentive Award is calculated annually by taking
the Director's fees for the same Plan Year in which the ROA and XXX
were calculated times the Incentive Award Percentage. For example, if
the Company's XXX is 15.6% and ROA is 1.31% and the Director's fees
were $10,000 for the Plan Year ended September 30, 200X, the Incentive
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Award for 200X would be $6,000 ($10,000 x 60%) credited to the
Director's Deferral Account.
2.2 Incentive Deferral. On December 31 of each Plan Year, the
Company shall declare and pay the Incentive Award into the Deferral Account.
2.3 Hardship. If an unforeseeable financial emergency arising from
the death of a family member, divorce, sickness, injury, catastrophe or similar
event outside the control of the Director occurs, the Director, by written
instructions to the Company may petition the Company to distribute Incentive
Deferral Awards under this Agreement pursuant to Section 5.2
Article 3
Director Deferral
3.1 Initial Election. In addition to the Incentive Award Deferral
under Article 2, the Director may make an initial deferral election under this
Agreement by filing with the Company a signed Director Deferral Election Form
within 30 days after the date this Agreement is first executed. The election
form shall set forth the Director Deferrals and shall be effective to defer only
Fees earned after the date the election form is received by the Company.
3.2 Election Changes
3.2.1 Generally. The Director may modify the amount of Fees
to be deferred by filing a subsequent signed Director Deferral Election
Form with the Company. The modified deferral amount shall not be
effective until the calendar year following the year in which the new
election form is received by the Company.
3.2.2 Hardship. If an unforeseeable financial emergency
arising from the death of a family member, divorce, sickness, injury,
catastrophe or similar event outside the control of the Director
occurs, the Director, by written instructions to the Company, may
immediately reduce future deferrals under this Agreement.
Article 4
Deferral Accounts
4.1 Establishing and Crediting. The Company shall establish two
Deferral Accounts on its books for the Director, and shall credit to the
Deferral Accounts the following amounts:
4.1.1 Incentive Awards. The Incentive Awards deferred as
determined under Article 2 shall be accounted for in a separate
account.
4.1.2 Director Deferrals. The Director Deferrals determined
under Article 3 also shall be accounted for in a separate account.
4.1.3 Interest. For so long as the Director shall continue
to serve as a Director of the
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Company, the Company shall credit interest to the Director's deferral
accounts at a rate equal to the Company's X.X.X., compounded annually.
4.2 Statement of Accounts. The Company shall provide to the
Director, by January 1 of each Plan Year this Agreement is in effect, a
statement setting forth the Deferral Account balances.
4.3 Accounting Device Only. The Deferral Accounts are solely
devices for measuring amounts to be paid under this Agreement. The Deferral
Accounts are not trust funds of any kind. The Director is a general unsecured
creditor of the Company for the payment of benefits. The benefits represent the
mere Company promise to pay such benefits. The Director's rights are not subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Director's creditors.
Article 5
Lifetime Benefits
5.1 Termination of Service. If the Director terminates service for
reasons other than death, Disability or Change of Control, the Company shall pay
to the Director the benefit described in this Section 5.1.
5.1.1 Amount of Benefit. The benefit under this Section 5.1
is the combined balance of the Deferral Accounts at the Termination of
Service.
5.1.2 Payment of Benefit. The Company shall pay the benefit
to the Director in 120 equal monthly installments commencing on the
first day of the month following the Termination of Service. The
Company shall continue to credit interest at the annual rate of 7.5
percent on the remaining account balance during any applicable
installment period.
5.2 Disability Benefit. If the Director terminates service due to
Disability prior to the Normal Retirement Age, the Company shall pay to the
Director the benefit described in this Section 5.2 in lieu of any other benefit
under this Agreement.
5.2.1 Amount of Benefit. The benefit under this Section 5.2
is the combined balance of the Deferral Accounts at the Termination of
Service.
5.2.2 Payment of Benefit. The Company shall pay the benefit
to the Director in 120 equal monthly installments commencing on the
first day of the month following the Termination of Service. The
Company shall continue to credit interest at the annual rate of 7.5
percent on the remaining account balance during any applicable
installment period.
Article 6
Death Benefits
6.1 Death During Active Service. If the Director dies while in the
active service of the Company, the Company shall pay to the Director's
beneficiary the benefit described in this Section
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6.1.
6.1.1 Amount of Benefit. The benefit under Section 6.1 is
the greater of: (a) the combined balance of the Deferral Accounts on
the date of the Director's death; or (b) $_________
(__________________________________ Dollars).
6.1.2 Payment of Benefit. Payment of Benefit. The Company
shall pay the benefit to the Director's beneficiary in 120 equal
monthly installments commencing on the first day of the month following
the Director's death. The Company shall continue to credit interest at
the annual rate of 7.5 percent on the remaining account balance during
any applicable installment period.
6.2 Suicide During Active Service. If the Director commits suicide
while in the active service of the Company, the Company shall pay to the
Director's beneficiary the benefit described in this Section 6.2.
6.2.1 Amount of Benefit. The benefit under Section 6.2 is
the combined balance of the Deferral Accounts on the date of the
Director's death.
6.2.2 Payment of Benefit. The Company shall pay the benefit
to the Director's beneficiary in 120 equal monthly installments
commencing on the first day of the month following the Director's
death.
6.3 Death During Benefit Period. If the Director dies after
benefit payments have commenced under this Agreement but before receiving all
such payments, the Company shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same amounts they would have been paid
to the Director had the Director survived.
6.4 Death After Termination of Employment But Before Benefit
Payments Commence. If the Director is entitled to benefit payments under this
Agreement, but dies prior to the commencement of said benefit payments, the
Company shall pay the benefit payments to the Director's beneficiary that the
Director was entitled to prior to death except that the benefit payments shall
commence on the first day of the month following the date of the Director's
death.
Article 7
Beneficiaries
7.1 Beneficiary Designations. The Director shall designate a
beneficiary by filing a written designation with the Company. The Director may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Director and
accepted by the Company during the Director's lifetime. The Director's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Director, or if the Director names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Director dies without a valid
beneficiary designation, all payments shall be made to the Director's heirs.
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7.2 Facility of Payment. If a benefit is payable to a minor, to a
person declared incompetent, or to a person incapable of handling the
disposition of his or her property, the Company may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incompetent person or incapable person. The Company may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the
Company from all liability with respect to such benefit.
Article 8
Material Misstatement of Fact
Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement if the Director has made
any material misstatement of fact on any application for life insurance
purchased by the Company.
Article 9
Claims and Review Procedures
9.1 Claims Procedure. The Company shall notify the Director, the
Director's beneficiary, or any other party who claims a right to an interest
under the Agreement (the "Claimant") in writing, within ninety (90) days of his
or her written application for benefits, of his or her eligibility or
ineligibility for benefits under the Agreement. If the Company determines that
the Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific reference to the
provisions of the Agreement on which the denial is based, (3) a description of
any additional information or material necessary for the Claimant to perfect his
or her claim, and a description of why it is needed, and (4) an explanation of
the Agreement's claims review procedure and other appropriate information as to
the steps to be taken if the Claimant wishes to have the claim reviewed. If the
Company determines that there are special circumstances requiring additional
time to make a decision, the Company shall notify the Claimant of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.
9.2 Review Procedure. If the Claimant is determined by the Company
not to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific reasons which the
Claimant believes entitle him or her to benefits or to greater or different
benefits. Within sixty (60) days after receipt by the Company of the petition,
the Company shall afford the Claimant (and counsel, if any) an opportunity to
present his or her position to the Company orally or in writing, and the
Claimant (or counsel) shall have the right to review the pertinent documents.
The Company shall notify the Claimant of its decision in writing within the
sixty-day period, stating specifically the basis of its decision, written in a
manner calculated to be understood by the Claimant and the specific provisions
of the Agreement on which the decision is based. If, because of the need for a
hearing, the sixty-day period is not sufficient, the decision may be deferred
for up to another sixty-day period at the election of the Company, but notice of
this deferral shall be given to the Claimant.
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Article 10
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Director.
Notwithstanding the previous paragraph in this Article 10, the Company
may amend or terminate this Agreement at any time if, pursuant to legislative,
judicial or regulatory action, continuation of the Agreement would (i) cause
benefits to be taxable to the Director prior to actual receipt, or (ii) result
in significant financial penalties or other significantly detrimental
ramifications to the Company (other than the financial impact of paying the
benefits). In no event shall this Agreement be terminated under this section
without payment to the Director of the balances of the Deferral Accounts
attributable to the Director's Deferrals and interest credited on such amounts.
Article 11
Miscellaneous
11.1 Binding Effect. This Agreement shall bind the Director and the
Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.
11.2 No Guarantee of Service. This Agreement is not a contract for
services. It does not give the Director the right to remain a director of the
Company, nor does it interfere with the association members' rights to replace
the Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate services at any time.
11.3 Non-Transferability. Benefits under this Agreement cannot be
sold, transferred, assigned, pledged, attached or encumbered in any manner.
11.4 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the b enefits provided under this Agreement.
11.5 Applicable Law. The Agreement and all rights hereunder shall
be governed by the laws of Idaho, except to the extent preempted by the laws of
the United States of America.
11.6 Unfunded Arrangement. The Director and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Director's life is a general
asset of the Company to which the Director and beneficiary have no preferred or
secured claim.
11.7 Reorganization. The Company shall not merge or consolidate
into or with another company, or reorganize, or sell substantially all of its
assets to another company, firm, or person unless such succeeding or continuing
company, firm, or person agrees to assume and discharge the
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obligations of the Company under this Agreement. Upon the occurrence of such
event, the term "Company" as used in this Agreement shall be deemed to refer to
the successor or survivor company.
11.8 Entire Agreement. This Agreement constitutes the entire
agreement between the Company and the Director as to the subject matter hereof.
No rights are granted to the Director by virtue of this Agreement other than
those specifically set forth herein.
11.9 Administration. The Company shall have powers which are
necessary to administer this Agreement, including but not limited to:
(a) Interpreting the provisions of the Agreement;
(b) Establishing and revising the method of accounting
for the Agreement;
(c) Maintaining a record of benefit payments; and
(d) Establishing rules and prescribing any forms
necessary or desirable to administer the Agreement.
11.10 Designated Fiduciary. For purposes of the Employee Retirement
Income Security Act of 1974, if applicable, the Company shall be the named
fiduciary and plan administrator under the Agreement. The named fiduciary may
delegate to others certain aspects of the management and operation
responsibilities of the plan including the employment of advisors and the
delegation of ministerial duties to qualified individuals.
IN WITNESS WHEREOF, the Director and a duly authorized Company officer
have signed this Agreement.
DIRECTOR: COMPANY:
HOME FEDERAL SAVINGS & LOAN
ASSOCIATION
__________________________________ By ________________________________
Title _____________________________
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