CITIZENS FINANCIAL
CORPORATION
MASTER CASH BONUS PERFORMANCE
PLAN
1. Purpose and Effective Date
. The Plan was adopted by the Board,
effective August 11, 2005, for the purpose of assisting the
Corporation in attracting and retaining certain key employees who
are in a position to make a significant contribution to the growth
and profitability of the Corporation by providing a reward for
performance and incentive for future endeavor.
2. Definitions . In this Plan, the following terms shall have
the indicated meanings:
A. “ Award ” means,
for any Participant, a document setting forth specific information
regarding the Participant’s opportunity to receive a Bonus
Payment under this Plan to the Participant signed in behalf of the
Committee.
B. “ Board ” the
Corporation’s Board of Directors.
C. “ Bonus Payment ”
means an amount payable to a Participant pursuant to the terms of
this Plan and the Participant’s Award.
D. “ Code ” means the
Internal Revenue Code of 1986, as amended.
E. “ Committee ”
means a committee of the Board consisting of at least three (3)
members of the Board, duly authorized by the Board to administer
the Plan, who (i) are not eligible to participate in the Plan, and
(ii) are “outside directors” (within the meaning of
Code Section 162(m).
F. “ Corporation ”
means Citizens Financial Corporation, with its principal place of
business at Suite 300, The Marketplace, 12910 Shelbyville Road,
Louisville, Kentucky 40253-6149.
G. “ Participant ”
means any executive officer or key employee of the Corporation who,
as determined by the Committee in its sole discretion, is in a
position to make a significant contribution to the growth and
profitability of the Corporation.
H. “ Plan ” means the
Citizens Financial Corporation Master Cash Bonus Performance Plan,
as set forth herein and as amended from time to time.
I. “ Yea r” means,
for any Participant, a period of 12 months beginning and ending on
the dates set forth in the related Award.
3. Eligibility . Each executive officer and key employee of the
Corporation who is recommended by the Chief Executive Officer,
selected by the Committee and approved by the Board is eligible to
participate in the Plan and receive an Award pursuant to the terms
and conditions set forth herein. Members of the Board are eligible
to receive Awards under the Plan but any member who does shall not
participate in the
Committee’s administration of the Plan nor
the Committee’s selection or the Board’s approval of
the Participants to whom Awards will be made or the formulae for
such Awards.
A. Committee Administration . The Plan shall be administered by the
Committee. The Committee shall select the Participants and the
award formulae and otherwise be responsible for the administration
of the Plan, in accordance with its terms. The Committee shall have
the authority to construe and interpret the Plan and any agreement
or other document relating to any Bonus Payment under the Plan, may
adopt rules and regulations governing the administration of the
Plan, and shall exercise all other duties and powers conferred on
it by the Plan, or that are incidental or ancillary thereto that it
considers appropriate and in the Corporation’s best interest.
The interpretation of any provision of the Plan by the Committee
shall be final, conclusive and binding upon all persons, and the
officers of the Corporation shall place into effect and shall cause
the Corporation to perform its obligations under the Plan in
accordance with the Committee’s determinations. A majority
(but not fewer than two) of the members of the Committee shall
constitute a quorum. The vote of a majority (but not fewer than
two) of those present at a meeting at which a quorum is present or
the unanimous written consent of the Committee shall constitute
action by the Committee.
