CAPITOL FEDERAL
FINANCIAL
Deferred Incentive Bonus
Plan
CAPITOL FEDERAL FINANCIAL
Deferred Incentive Bonus Plan
Table of Contents
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Page
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ARTICLE
I -- PURPOSE
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1
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ARTICLE
II -- DEFINITIONS
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1
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ARTICLE
III -- PARTICIPATION
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4
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ARTICLE
IV -- DEFERRED ACCOUNTS
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6
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ARTICLE
V -- BENEFITS
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7
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ARTICLE
VI -- RESERVED
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8
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ARTICLE
VII -- SOURCE OF BENEFITS
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8
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ARTICLE
VIII -- ADMINISTRATION OF THIS PLAN
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9
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ARTICLE
IX -- AMENDMENT
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10
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ARTICLE
X -- TERMINATION
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11
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ARTICLE
XI -- RESTRICTIONS ON ALIENATION OF BENEFITS
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12
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ARTICLE
XII -- CLAIMS PROCEDURE
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ARTICLE
XIII -- MISCELLANEOUS
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CAPITOL FEDERAL FINANCIAL
Deferred Incentive Bonus Plan
W
I
T N E S
S E T H :
That;
WHEREAS,
the Company maintains the Capitol
Federal Financial Deferred Incentive Bonus Plan (the
“Plan”) for the purpose of providing specified benefits
to Senior Managers of the Company who contribute to the continued
growth, development, and future business success of the Company;
and
WHEREAS
, the Company desires to amend and
restate the Plan on the terms and conditions set forth herein;
and
WHEREAS,
the Committee has reviewed the terms
and provisions hereof and approved the Plan, and such action by the
Committee has been ratified by the Board.
NOW,
THEREFORE, the
Company hereby amends and restates the Plan on the terms and
conditions set forth herein, which Plan shall be known as the
“Capitol Federal Financial Deferred Incentive Bonus
Plan.”
ARTICLE I --
PURPOSE
Section
1.01.
Purpose.
The purpose of this Plan is to
provide specified benefits to Senior Managers of Capitol Federal
Financial (“CFF”) and Capitol Federal Savings Bank
(collectively the “Company”) who contribute to the
continued growth, development, and future business success of the
Company. This program shall be administered as an unfunded plan of
deferred compensation for income tax purposes and shall be
applicable solely to those Employees serving in the job
classification of Chairman, Chief Executive Officer, President,
Executive Vice-Presidents, and Senior Vice Presidents
(“Senior Managers”). This Plan is intended to operate
in conjunction with that certain Short Term Performance Plan
adopted by the Company effective October 1, 2005.
ARTICLE II --
DEFINITIONS
For purposes of
this Plan, the following phrases or terms shall have the indicated
meanings unless otherwise clearly apparent from the context.
Capitalized terms not specifically defined herein shall have the
meanings set forth in the Short Term Performance Plan.
Section
2.01.
“Affiliated
Company(ies)” means each entity that has a relationship to the
Company as described by Section 414(b) or (c) of the
Code.
Section
2.02.
“Approved
Reason” means
a reason for terminating employment with the Company which, in the
opinion of the Committee, is in the best interest of the
Company.
Section
2.03.
“Award” or
“Performance Award” means a lump sum cash payment granted under the
Plan to a Participant by the Committee pursuant to such terms,
conditions, restrictions and/or limitations, if any, as the
Committee may establish.
Section
2.04.
“Beneficiary or
Beneficiaries” means the person, persons, entity or entities
entitled to receive any benefits under this Plan pursuant to the
designation of the Participant (or in default of such designation)
as provided in Section 5.03 hereof.
Section
2.05.
“Board of
Directors” or
“Board” means the Board of Directors
of Capitol Federal Financial.
Section
2.06.
“Cause
” means:
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the willful and
continued failure by an Employee to substantially perform his or
her duties with his or her employer after written warnings
identifying the lack of substantial performance are delivered to
the Employee by his or her employer to specifically identify the
manner in which the employer believes that the Employee has not
substantially performed his or her duties, or
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the willful
engaging by an Employee in illegal conduct which is materially and
demonstrably injurious to CFF or a Subsidiary.
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Section
2.07.
“Change In
Control” means
the occurrence of any of the following three events: (i) any third
person, other than Capitol Federal Savings Bank MHC, including a
“group” as defined in Section 13(d)(3) of the Exchange
Act, shall become the beneficial owner of shares of CFF with
respect to which 25% or more of the total number of votes for the
election of the Board may be cast, (ii) as a result of, or in
connection with, any cash tender offer, merger or other business
combination, sale of assets or contested election, or combination
of the foregoing, the persons who were Directors of CFF shall cease
to constitute a majority of the Board, or (iii) the stockholders of
CFF shall approve an agreement providing either for a transaction
in which CFF will cease to be an independent publicly-owned
corporation (whether in stand alone or mutual holding company form)
or for a sale or other disposition of all or substantially all of
the assets of CFF.
Section
2.08.
“Code” means the Internal Revenue Code of 1986, as
amended.
Section
2.09.
“Committee”
means the Compensation
Committee of the Board, or such other Board committee as may be
designated by the Board to administer the Plan; provided ,
however , that the Committee shall consist of an odd number
of three or more Directors, each of whom is a “Non-Employee
Director” within the meaning of Rule 16b-3 under the Exchange
Act, or any successor definition adopted.
Section
2.10.
“Company”
means Capitol Federal Financial and
its wholly owned subsidiary, Capitol Federal Savings
Bank.
Section
2.11.
“Deferred
Amount” means
that portion of a Participant’s Performance Award, between
$2,000 and 50% of such Award up to but not exceeding $100,000,
which the Participant elects to defer under the terms of this
Plan.
Section
2.12.
“Deferred
Account” or “Account”
means the ledger entry established
in accordance with ARTICLE III, which entry shall represent the
Company’s unsecured and unfunded promise to pay the amount of
benefits set forth by such entry.
Section
2.13.
“Disability”
means a disability under the terms
of any long-term disability plan maintained by the
Company.
Section
2.14.
“Distribution
Date” means
the January 25th next following the last day of each Mandatory
Deferral Period.
Section
2.15.
“Employee”
means a common law Employee of the
Company paid from the Company payroll account.
Section
2.16.
“Mandatory Deferral
Period” means
the consecutive thirty-six month period beginning on the applicable
Award Payment Date and ending at midnight on the applicable
December 31st.
Section
2.17.
“Officer”
means only those certain salaried
Employees of the Company who are administrative executives in
continuous service with the Company employed by the Company in one
of the following job classifications: Chairman, Chief Executive
Officer, President, Executive Vice-President, Senior
Vice-President, First Vice-President, Vice-President, Assistant
Vice-President, and Assistant Cashier.
Section
2.18.
“Participant”
means a common law Employee paid
from the Company payroll account who is an Officer classified as
Chairman, Chief Executive Officer, President, Executive
Vice-President, or Senior Vice-President and who has been
designated by the Committee as eligible to participate in this Plan
and who has satisfied all of the threshold eligibility criteria
applicable to this Plan.
Section
2.19.
“Plan” means the Capitol Federal Financial Deferred
Incentive Bonus Plan.
Section
2.20.
“Plan
Year” means
the Company fiscal year ending each September 30th.
Section
2.21.
“Retirement”
means, for all Plan purposes other
than the Plan’s change of control provision, a termination of
employment from the Company on or after attainment of age
65.
Section
2.22.
“Section
409A” means
Section 409A of the Code and the regulations and guidance of
general applicability issued thereunder.
Section
2.23.
“Senior
Manager” means
a Company Officer classified as Chairman, Chief Executive Officer,
President, Executive Vice-President, or Senior
Vice-President.
Section
2.24.
“Separation from
Service” means
the termination of employment with the Company and all Affiliated
Companies. The term includes, but is not limited to, termination of
employment due to a Participant’s death, Disability,
Retirement, discharge (with or without cause), or voluntary
termination. The term shall not include any temporary absences due
to vacation, sickness, or other leaves of absence granted to
Participant by the Company. A Separation from Service shall not be
deemed to occur, however, upon a transfer involving any combination
of the Company and any Affiliated Company. No termination of
employment shall constitute a “Separation from Service”
unless the termination event also constitutes a “separation
from service” within the meaning of Section 409A.
Section
2.25.
“Short Term
Performance Plan” or “STPP”
means the
incentive bonus
arrangement sponsored and maintained by the Company for the benefit
of eligible Officers. The Short Term Performance Plan is
incorporated herein by reference.
Section
2.26.
“Sole
Discretion” means the right and power to decide a
matter, which may be exercised arbitrarily at any time and from
time to time.
Section
2.27.
“Subsidiary”
means a corporation or other
business entity in which CFF directly or indirectly has an
ownership interest of 80 percent or more.
Section
2.28.
“Taxable
Year” means
the 12-month period beginning January 1.
ARTICLE III --
PARTICIPATION
Section
3.01.
Eligibility
. In order to become a Participant
in this Plan and defer Performance Awards granted under the STPP
under this Plan, a Senior Manager must satisfy each of the
following conditions:
A.
Participation In The
STPP . In order to be
eligible for participation in this Plan, a Senior Manager must be
eligible for, and an Active Participant in, the STPP.
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Committee
Designation . In addition
to eligibility and participation in the STPP, a Senior Manager must
be specifically designated as eligible to defer under this Plan.
The Committee shall have the unrestricted right and power, which
may be exercised in its Sole Discretion and at any time and from
time to time, to designate Senior Managers who are eligible to
participate in this Plan. The Committee also shall have the right,
in its Sole Discretion, to terminate an individual’s future
participation in this Plan, but only to the extent permitted by
Section 409A. If an individual’s participation in this Plan
is terminated, the Participant (or Participant’s Beneficiary)
shall be entitled to receive the Participant’s Account at the
time and in the manner determined under Article V.
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Timely
Deferral Election . In
addition to the criteria set forth above, participation in this
Plan shall only be possible if the Senior Manager has timely
executed and filed with the Committee the appropriate deferral
election forms. Deferral election forms shall be considered timely
filed only if they are properly completed, executed, and filed with
the Committee in accordance with Committee rules and the provisions
of Section 3.02.
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Section
3.02.
Incentive Bonus Deferral
Agreements. For each
Taxable Year (or portion of the Taxable Year after entry into the
Plan), each Participant may elect to execute a deferral election
agreement with respect to an Award at such time and in such form
and manner as the Committee may from time to time prescribe for
such purpose; provided , however , that in the case
of a Senior Manager newly eligible to participate in the Plan, the
Committee shall not prescribe a time later than 30 days after the
date the Senior Manager is first eligible to participate in this
Plan for such Senior Manager to make a deferral election for that
taxable year. Any such election by a Participant to reduce the
Participant’s compensation shall only apply to compensation
attributable to services to be performed by the Participant after
the date of such election; provided , however , that
in the case of an election to defer any performance-based
compensation payable with respect to services performed over a
period of at least 12 months, such election must be made no later
than 6 months before the end of such period. All calculations of
the dollar amount of an Award shall be determined under the terms
of the STPP.
The terms of any such deferral election
agreement shall provide that the Participant agrees to accept a
reduction in compensation from the Company with respect to an
Award. The agreement shall be irrevocable by the Participant during
the Taxable Year and each subsequent Taxable Year, unless the
Participant enters into a new agreement prior to the beginning of
the Taxable Year for which the change is to be effective. All
elections, including modifications and revocation, shall be made
upon such terms and conditions and at such time and in such manner
as the Committee may from
time to time determine in its Sole Discretion.
The agreement shall automatically terminate upon the termination of
this Plan, upon a Participant’s Separation from
Service.
Section
3.03.
Limitations on
Deferrals. Participants may elect to defer amounts of not
less than two thousand dollars ($2,000.00), up to an amount equal
to fifty percent (50%) of the Participant’s anticipated
Performance Award for the upcoming performance year;
provided , however , that the amount of a single
deferral may not exceed one hundred thousand dollars ($100,000.00).
No deferred amount may be distributed or withdrawn except as
provided in Article V, and no deferral under the Plan shall
continue past the applicable Distribution Date.
ARTICLE IV -- DEFERRED
ACCOUNTS
Section
4.01.
Deferred
Account. The
Deferred Amount described in Section 3.03 above shall be credited
to the Participant’s Deferred Account.
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A.
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To the extent
the Company is required to withhold any taxes or other amounts from
the Deferred Amount pursuant to any federal, state, or local law,
such amounts shall be taken out of the portion of the
Participant’s Award or other Compensation not deferred under
this Plan.
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B.
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The Company
shall match each Deferred Amount by an amount equal to 50% of such
Deferred Amount; provided , however , that such match
shall be subject to forfeiture and shall be forfeited if the
Participant terminates service with the Company at any time for any
reason, including death, Disability, Retirement, or an Approved
Reason, during the applicable Mandatory Deferral Period.
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Section
4.02.
Vesting.
Each Participant shall be fully
vested in the Participant’s Deferred Amount. However,
Participants shall only become vested in the Company matching
amount (credited to the Deferred Amount at the commencement of the
Mandatory Deferral Period) if the Participant remains continuously
employed with the Company during the Mandatory Deferral Period and
is so employed on the applicable Distribution Date.
Section
4.03.
Increases to the
Account. The
Participant’s Deferred Account shall be increased by an
earnings factor. The earnings factor shall equal the amount that
the Participant’s Deferred Account would have increased if,
immediately following addition to the Account of the deemed Company
match, the Account had been invested in the common stock of Capitol
Federal Financial (“CFFN”) and that position had been
held through the last December 31st of the Mandatory Deferral
Period.
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A.
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In order to
establish an initial value for the Account at the commencement of
the Mandatory Deferral Period, the Committee shall utilize the
closing
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price of CFFN
as of the December 31st immediately preceding the applicable Award
Payment Date and shall deem the entire Account (including the
forfeitable Company match) to be 100% invested in CFFN at such
price. If, as of the December 31st immediately preceding the end of
the Mandatory Deferral Period, the closing market price for CFFN is
greater than the initial Value, the difference in value shall be
converted to cash, added to the Account and paid on the
Distribution Date along with the Deferred Amount, the Company
match, and the Dividend Equivalents.
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C.
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The Committee
shall credit the Account with an amount appropriate to reflect
dividends actually paid on Capitol Federal Financial common stock
during the Mandatory Deferral Period (Dividend Equivalents).
Dividend Equivalents shall be credited to the Account as of the
time dividends are actually paid on CFFN and shall be treated as
additional units of CFFN; provided , however , that,
notwithstanding anything hereinabove to the contrary, Dividend
Equivalents shall be valued and paid based only upon the CFFN
closing price as of the December 31st immediately preceding the end
of the Mandatory Deferral Period.
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C.
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Notwithstanding
anything to the contrary, the Company shall not be obligated to
acquire any interest in any fund or investment option and any asset
that may be acquired in order to provide a means for payment of any
liability shall remain the property of the Company.
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Section
4.04.
Statement of
Account. The
Committee shall submit to each Participant, within 90 days after
the close of each Plan Year, a statement setting forth the balance
to the credit of each Participant of his or her Deferred
Account.
ARTICLE V --
BENEFITS
Section
5.01.
General.
With respect to each Deferred Amount
contributed to a Participant’s Deferred Account hereunder, if
the Participant remains continuously employed by the Company during
the applicable Mandatory Deferral Period and is so employed on the
applicable Distribution Date, the portion of the
Participant’s Deferred Account attributable to such Deferred
Amount that the Participant is entitled to receive as of such
Distribution Date (including any earnings and/or Company match
credited to the Participant’s Deferred Account with respect
to such Deferred Amount in accordance with Article IV hereof) will
be paid to the Participant in a single lump sum payment on the
applicable Distribution Date.
Section
5.02.
Separation from
Service. With
respect to each Deferred Amount contributed to a
Participant’s Deferred Account hereunder, if the Participant
in