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UNION FEDERAL SAVINGS AND LOAN ASSOCIATION RECOGNITON AND RETENTION PLAN AND TRUST ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUST

Employee Retention Agreement

UNION FEDERAL SAVINGS AND LOAN ASSOCIATION RECOGNITON AND RETENTION PLAN AND TRUST  ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUST | Document Parties: UNION COMMUNITY BANCORP |  Fifth Third Bank of Central Indiana, You are currently viewing:
This Employee Retention Agreement involves

UNION COMMUNITY BANCORP | Fifth Third Bank of Central Indiana,

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Title: UNION FEDERAL SAVINGS AND LOAN ASSOCIATION RECOGNITON AND RETENTION PLAN AND TRUST ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUST
Governing Law: Indiana     Date: 8/15/2005
Industry: SandLs/Savings Banks     Sector: Financial

UNION FEDERAL SAVINGS AND LOAN ASSOCIATION RECOGNITON AND RETENTION PLAN AND TRUST  ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUST, Parties: union community bancorp ,  fifth third bank of central indiana
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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.

 

 

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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

 

 

 

 

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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

 

 

 

 

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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:

 

 

(a)

The Committee shall be required to make a separate determination for each request received by an Employee or Outside Director for distribution.

 

 

(b)


 
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