Exhibit 10.3
UNION FEDERAL SAVINGS AND LOAN
ASSOCIATION
RECOGNITION AND RETENTION PLAN AND
TRUST
ARTICLE I
ESTABLISHMENT OF THE PLAN AND
TRUST
1.01 Union Federal Savings and Loan Association
hereby establishes the Recognition and Retention Plan (the
“Plan”) and Trust (the “Trust”) upon the
terms and conditions hereinafter stated in this Recognition and
Retention Plan and Trust Agreement (the
“Agreement”).
1.02 The Trustee, which initially shall be Fifth
Third Bank of Central Indiana, hereby accepts this Trust and agrees
to hold the Trust assets existing on the date of this Agreement and
all additions and accretions thereto upon the terms and conditions
hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
2.01 The purpose of the Plan is to retain
directors and executive officers in key positions by providing such
persons with a proprietary interest in the Holding Company (as
hereinafter defined) as compensation for their contributions to the
Holding Company and to the Association and its Affiliates (as
hereinafter defined) and as an incentive to make such contributions
and to promote the Holding Company’s and the
Association’s growth and profitability in the
future.
ARTICLE III
DEFINITIONS
The following words and phrases when used in
this Plan with an initial capital letter, unless the context
clearly indicates otherwise, shall have the meanings set forth
below. Wherever appropriate, the masculine pronoun shall include
the feminine pronoun and the singular shall include the
plural.
3.01
“Affiliate”
means the Holding Company and those
subsidiaries or affiliates of the Holding Company or the
Association which, with the consent of the Board, agree to
participate in this Plan.
3.02
“Association”
means Union Federal Savings and Loan
Association and its successors, whether in mutual or stock
form.
3.03
“Beneficiary”
means the person or persons
designated by a Recipient to receive any benefits payable under the
Plan in the event of such Recipient’s death. Such person or
persons shall be designated in writing on forms provided for this
purpose by the Committee and may be changed from time to time by
similar written notice to the Committee. In the absence of a
written designation, the Beneficiary shall be the Recipient’s
surviving spouse, if any, or, if none, his estate.
3.04
“Board” means the Board of Directors of the
Association.
3.05
“Committee”
means the Stock Compensation
Committee of the Board of Directors of the Holding Company. At all
times during its administration of this Plan, the Committee shall
consist of two or more directors of the Holding Company, each of
whom shall be a “Non-Employee Director” within the
meaning of the definition of that term contained in Regulation
16b-3 (“Rule 16b-3”) promulgated under the Securities
Exchange Act of 1934, as amended (the “1934
Act”).
3.06
“Common
Stock” means
shares of the common stock, without par value, of the Holding
Company.
3.07
“Conversion”
shall mean the conversion of the
Association from the mutual to stock form of organization and the
simultaneous acquisition of the Association by the Holding
Company.
3.08
“Director”
means a member of the Board of
Directors of the Association or the Holding Company.
3.09
“Director
Emeritus” shall mean an honorary, non-voting member of the
Board of Directors of the Association or the Holding
Company.
3.10
“Disability”
means any physical or mental
impairment which qualifies an Employee, Director or Director
Emeritus for disability benefits under the applicable long-term
disability plan maintained by the Association or an Affiliate, or,
if no such plan applies, which would qualify such Employee,
Director or Director Emeritus for disability benefits under the
long-term disability plan maintained by the Association, if such
Employee, Director or Director Emeritus were covered by that
Plan.
3.11
“Employee”
means any person who is currently
employed by the Association or an Affiliate, including
officers.
3.12
“Holding
Company” shall
mean Union Community Bancorp.
3.13
“Outside
Director” means a member of the Board of Directors of the
Association or the Holding Company, who is not also an Employee and
who may be a Director or Director Emeritus.
3.14
“Plan
Shares” means
shares of Common Stock held in the Trust and issued or issuable to
a Recipient pursuant to the Plan.
3.15
“Plan Share
Award” or
“Award” means a right granted under
this Plan to earn Plan Shares.
3.16
“Plan Share
Reserve” means
the shares of Common Stock held by the Trustee pursuant to Sections
5.03 and 5.04.
3.17
“Recipient”
means an Employee or Outside
Director who receives a Plan Share Award under the Plan.
3.18
“Trustee”
means that person(s) or entity
nominated by the Committee and approved by the Board pursuant to
Sections 4.01 and 4.02 to hold legal title to the Plan assets for
the purposes set forth herein.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 Role of the Committee. The
Plan shall be administered and interpreted by the Committee, which
shall have all of the powers allocated to it in this and other
Sections of the Plan. The interpretation and construction by the
Committee of any provisions of the Plan or of any Plan Share Award
granted hereunder shall be final and binding. The Committee shall
act by vote or written consent of a majority of its members.
Subject to the express provisions and limitations of the Plan, the
Committee may adopt such rules, regulations and procedures as it
deems appropriate for the conduct of its affairs. If permitted by
applicable law, the Committee, with the consent of Recipients, may
change the vesting schedule for Awards after the date of grant
thereof. The Committee shall recommend to the Board one or more
persons or entities to act as Trustee in accordance with the
provisions of this Plan and Trust and the terms of Article VIII
hereof.
4.02 Role of the Board.
The members of the Committee and the Trustee shall be
appointed or approved by, and will serve at the pleasure of, the
Board of Directors of the Holding Company. The Board of Directors
of the Holding Company may in its discretion from time to time
remove members from, or add members to, the Committee, and may
remove, replace or add Trustees.
4.03 Limitation on Liability.
Neither a Director nor the Committee nor the Trustee shall be
liable for any determination made in good faith with respect to the
Plan or any Plan Shares or Plan Share Awards granted under it. If a
Director or the Committee or any Trustee is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the
Association shall indemnify such person against expenses (including
attorneys’ fees), judgments, fines and amounts paid
in
settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in the best interests of the
Association and its Affiliates and, with respect to any criminal
action or proceeding, if he had no reasonable cause to believe his
conduct was unlawful. The indemnification of officers and directors
of the Association pursuant to this Section 4.03 shall be subject
to 12 C.F.R. § 545.121.
ARTICLE V
CONTRIBUTION; PLAN SHARE
RESERVE
5.01 Amount and Timing of
Contributions. The Association shall be permitted to
contribute to the Trust an amount sufficient to purchase up to 4%
of the shares of Common Stock issued by the Holding Company in
connection with the Conversion. Such amounts shall be paid to the
Trustee no later than the date required to purchase shares of
Common Stock for Awards made under this Plan. No contributions by
Employees or Outside Directors shall be permitted.
5.02 Initial Investment.
Any amounts held by the Trust until such amounts are invested
in accordance with Section 5.03, shall be invested by the Trustee
in such interest-bearing account or accounts at the Association as
the Trustee shall determine to be appropriate.
5.03 Investment of Trust Assets;
Creation of Plan Share Reserve. As soon as practicable
following the first shareholder meeting of the Holding Company
following the Conversion (“First Shareholder Meeting
Date”), the Trustee shall invest all of the Trust’s
assets exclusively in the number of shares of Common Stock,
designated by the Association as subject to Awards made under the
Plan, which may be purchased directly from the Holding Company, on
the open market, or from any other source; provided,
however that the Trust shall not invest in an amount of Common
Stock greater than 4.0% of the shares of the Common Stock sold in
the Conversion, which shall constitute the “Plan Share
Reserve” and provided, further that if the Trustee
is required to purchase such shares on the open market or from the
Holding Company for an amount per share greater than the price per
share at which shares were trading on the date the contributions
therefor were made to the Trust, the Association shall have the
discretion to reduce the number of shares to be awarded and
purchased. The Trust may hold cash in interest-bearing accounts
pending investment in Common Stock for periods of not more than one
year after deposit. The Trustee, in accordance with applicable
rules and regulations and Section 5.01 hereof, shall purchase
shares of Common Stock in the open market and/or shall purchase
authorized but unissued shares of the Common Stock from the Holding
Company sufficient to acquire the requisite percentage of shares.
Any earnings received or distributions paid with respect to Common
Stock held in the Plan Share Reserve shall be held in an
interest-bearing account. Any earnings received or distributions
paid with respect to Common Stock subject to a Plan Share Award
shall be held in an interest-bearing account on behalf of the
individual Recipient.
5.04 Effect of Allocations, Returns and
Forfeitures Upon Plan Share Reserves. Upon the
allocation of Plan Share Awards under Sections 6.02 and 6.03 after
acquisition by the Trustee of such shares, or the decision of the
Committee to return Plan Shares to the Holding Company, the Plan
Share Reserve shall be reduced by the number of Plan Shares so
allocated or returned. Any shares subject to an Award which may not
be earned because of a forfeiture by the Recipient pursuant to
Section 7.01 shall be returned (added) to the Plan Share
Reserve.
ARTICLE VI
ELIGIBILITY; ALLOCATIONS
6.01 Eligibility.
Employees and Outside Directors are eligible to receive Plan
Share Awards provided in Section 6.02.
6.02 Allocations. The Committee
may determine which of the Employees and Outside Directors
referenced in Section 6.01 above will be granted Plan Share Awards
and the number of Plan Shares covered by each Award, including
grants effective upon the First Shareholder Meeting Date,
provided, however , that the number of Plan Shares covered
by such Awards may not exceed the number of Plan Shares in the Plan
Share Reserve immediately
prior to the
grant of such Awards, and provided further , that in no
event shall any Awards be made which will violate the Charter,
Articles of Incorporation, Bylaws or Plan of Conversion of the
Holding Company or the Association or any applicable federal or
state law or regulation and provided further that Awards
may not be granted at any time in which the Association fails to
meet its applicable minimum capital requirements. In the event Plan
Shares are forfeited for any reason and unless the Committee
decides to return the Plan Shares to the Holding Company, the
Committee may, from time to time, determine which of the Employees
or Outside Directors referenced in Section 6.01 above will be
granted additional Plan Share Awards to be awarded from forfeited
Plan Shares. In selecting those Employees or Outside Directors to
whom Plan Share Awards will be granted and the number of Plan
Shares covered by such Awards, the Committee shall consider the
position and responsibilities of the eligible Employees or Outside
Directors, the length and value of their services to the
Association and its Affiliates, the compensation paid to such
Employees or Outside Directors, and any other factors the Committee
may deem relevant.
6.03 Form of Allocation.
As promptly as practicable after a determination is made
pursuant to Section 6.02 that a Plan Share Award is to be made, the
Committee shall notify the Recipient in writing of the grant of the
Award, the number of Plan Shares covered by the Award, and the
terms upon which the Plan Shares subject to the Award may be
earned. The stock certificates for Plan Share Awards shall be
registered in the name of the Recipient until forfeited or
transferred to the Recipient after such Award has been earned. The
Committee shall maintain records as to all grants of Plan Share
Awards under the Plan.
6.04 Allocations Not Required.
Notwithstanding anything to the contrary in Sections 6.01 and 6.02,
no Employee or Outside Director shall have any right or entitlement
to receive a Plan Share Award hereunder, such Awards being at the
total discretion of the Committee, nor shall the Employees or
Outside Directors as a group have such a right. The Committee may,
with the approval of the Board (or, if so directed by the Board,
shall) return all Common Stock in the Plan Share Reserve not yet
allocated to the Holding Company at any time, and cease issuing
Plan Share Awards.
6.05 . Distribution Election Before Plan
Shares Are Earned. Notwithstanding anything contained in
the Plan to the contrary, an Employee or an Outside Director who
has received an allocation of Plan Shares in accordance with
Article VI may request in writing that the Committee authorize the
distribution to him or her of all or a portion of the Plan Shares
awarded before the date on which the Plan Shares become earned in
accordance with Article VII. The decision as to whether to
distribute to any Employee or Outside Director who requests
distribution shall be made by the Committee, in its sole
discretion. In addition, the distribution shall be subject to the
following parameters:
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The Committee
shall be required to make a separate determination for each request
received by an Employee or Outside Director for
distribution.
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