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CAPITOL FEDERAL FINANCIAL Deferred Incentive Bonus Plan

Equity Incentive Plan Agreement

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This Equity Incentive Plan Agreement involves

CAPITOL FEDERAL FINANCIAL

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Title: CAPITOL FEDERAL FINANCIAL Deferred Incentive Bonus Plan
Governing Law: Kansas     Date: 8/4/2008
Industry: SandLs/Savings Banks     Sector: Financial

CAPITOL FEDERAL FINANCIAL Deferred Incentive Bonus Plan, Parties: capitol federal financial
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CAPITOL FEDERAL FINANCIAL

Deferred Incentive Bonus Plan

 

 

 

 

 

 

 

 

 

 

Amended and Restated To Comply With

Section 409A of the Internal Revenue Code and the Final Regulations Thereunder

 

 

 

 

 

 

 

 

 

 

 

Effective Date of Formal

Amendment and Restatement

January 1, 2009

 

 

 

 

 

 

 

 

 

CAPITOL FEDERAL FINANCIAL

Deferred Incentive Bonus Plan

Table of Contents

 

 

 

 

Page

ARTICLE I --

PURPOSE

1

 

 

 

ARTICLE II –

DEFINITIONS

1

 

 

 

ARTICLE III --

PARTICIPATION

3

 

 

 

ARTICLE IV --

DEFERRED ACCOUNTS

4

 

 

 

ARTICLE V --

BENEFITS

5

 

 

 

ARTICLE VI --

RESERVED

6

 

 

 

ARTICLE VII --

SOURCE OF BENEFITS

6

 

 

 

ARTICLE VIII --

ADMINISTRATION OF THIS PLAN

7

 

 

 

ARTICLE IX --

AMENDMENT

8

 

 

 

ARTICLE X --

TERMINATION

8

 

 

 

ARTICLE XI --

RESTRICTIONS ON ALIENATION OF BENEFITS

9

 

 

 

ARTICLE XII --

CLAIMS PROCEDURE

10

 

 

 

ARTICLE XIII --

MISCELLANEOUS

11

 

 

 

 

 

 

 

 

 

 

 

 

 


 

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 Plan has been amended to comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); and

 

WHEREAS, the Plan must be amended to reflect the final regulations that were subsequently issued under Section 409A; and

 

WHEREAS, the Company desires to amend and restate the Plan on the terms and conditions set forth herein in order to accomplish the foregoing ; 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.”   The effective date of this amended and restated version of the Plan is January 1, 2009, although it is intended that the Plan be in operational compliance with Section 409A as of January 1, 2005, to the extent required by regulations and other guidance issued thereunder.

 

 


 

 

 

 

 

 

 

 


 

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.

 

“Affiliated Company(ies)” means each entity that has a relationship to the Company as described by Section 414(b) or (c) of the Code.

 

“Approved Reason” means a reason for a Separation from Service with the Company which, in the opinion of the Committee, is in the best interest of the Company.

 

“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.

 

“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.

 

“Board of Directors” or “Board” means the Board of Directors of Capitol Federal Financial.

 

“Cause” means:

 

 

(a)

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

 

 

(b)

the willful engaging by an Employee in illegal conduct which is materially and demonstrably injurious to CFF or a Subsidiary.

 

“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

 

 

1

 

 

 


 

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.

 

“Code” means the Internal Revenue Code of 1986, as amended.

 

“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.

 

“Company” means Capitol Federal Financial and its wholly owned subsidiary, Capitol Federal Savings Bank.

 

“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.

 

“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.

 

“Disability” means a disability under the terms of any long-term disability plan maintained by the Company.

 

“Distribution Date” means the January 25th next following the last day of each Mandatory Deferral Period.

 

“Employee” means a common law Employee of the Company paid from the Company payroll account.

 

“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.   For purposes of this definition, the Award Payment Date shall be deemed to be the December 31 following the Performance Period to which the deferred Award under the Short Term Performance Plan relates.

 

“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.

 

“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.

 

“Plan” means the Capitol Federal Financial Deferred Incentive Bonus Plan.

 

“Plan Year” means the Company fiscal year ending each September 30th.

 

 

2

 

 

 


 

“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 409A” means Section 409A of the Code and the regulations and guidance of general applicability issued thereunder.

 

“Senior Manager” means a Company Officer classified as Chairman, Chief Executive Officer, President, Executive Vice-President, or Senior Vice-President.

 

“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 and the final regulations thereunder, taking into account the rules and presumptions provided for therein.

 

“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.

 

“Sole Discretion” means the right and power to decide a matter, which may be exercised arbitrarily at any time and from time to time.

 

“Subsidiary” means a corporation or other business entity in which CFF directly or indirectly has an ownership interest of 80 percent or more.

 

“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.

 

 

B.

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.

 

 

3

 

 

 

 

 

 

C.

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.


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 in a Plan Year that commences after the date of the Participant’s deferral election; provided, however, that in the case of an election to defer any performance-based compensation (within the meaning of Section 409A) 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 Plan Year in which the services are performed and each subsequent Plan Year, unless the Participant enters into a new agreement prior to the beginning of the Plan 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.

 

 

A.

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.

 

 

B.

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

 

 

4

 

 

 

 


 

 

any reason, including death, Disability, Retirement, or an Approved Reason, during the applicable Mandatory Deferral Period.

 

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.

 

 

A.

In order to establish an initial value for the Account at the commencement of the Mandatory Deferral Period, the Committee shall utilize the closing 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.

 

 

B.

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.

 

 

C.

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.

 

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

 

 

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the Participant’s Deferred Account with respect to such Deferred Amount in accord


 
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