Community First Bank
2005 Restricted Stock Plan
and Trust Agreement
Article I
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ESTABLISHMENT OF THE PLAN AND TRUST
1.01 Community
First Bank ("Bank") hereby establishes the Restricted
Stock
Plan (the "Plan") and Trust (the "Trust") upon the terms and conditions
hereinafter stated in this Restricted Stock Plan and Trust Agreement (the
"Agreement").
1.02 The
Trustee 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
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PURPOSE OF THE PLAN
2.01 The
purpose of the Plan is to reward and to retain personnel of
experience and ability in key positions of
responsibility with
the Bank and its
subsidiaries, by providing such personnel of the
Bank and its subsidiaries with
an increased equity interest in the
Community First Bancorp, Inc. ("Company"),
the parent corporation of the Bank, as compensation for their prior and
anticipated future professional contributions and service to the
Bank and its
subsidiaries.
Article III
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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
meaning as set forth below. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the
singular shall include the plural.
"Bank" means
Community First Bank, a federal stock savings bank.
"Beneficiary"
means the person or
persons designated by the Participant to
receive any benefits payable under the Plan in the
event of such
Participant's
death. Such person or persons shall be
designated in writing by the Participant
and addressed to the Bank or the Committee
on forms provided for this purpose by
the Committee and delivered to the
Bank and may be changed from time to time by
similar written notice to the Committee. A
Participant=s last will and testament
or any codicil thereto shall not constitute written designation of a
Beneficiary. In the absence of such written
designation, the
Beneficiary shall
be the Participant's surviving spouse, if any, or if none, the
Participant's
estate.
"Board"
means the Board of Directors of the Bank, or any successor
corporation thereto.
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"Cause" means
the personal
dishonesty,
incompetence, willful
misconduct,
breach of fiduciary duty involving personal profits, intentional failure to
perform stated duties, willful violation of a material
provision of any
law,
rule or regulation (other than traffic violations and similar
offense), or a
material violation of a final cease-and-desist order or any other action
which
results in a substantial financial loss to
the Company or its Subsidiaries.
"Change in
Control" shall mean: (i) the sale of all, or a material
portion,
of the assets of the Company or the Bank;
(ii) the merger or recapitalization of
the Company or the Bank whereby the Company or the Bank is not the
surviving
entity; (iii) a change in control
of the Company or the Bank, as otherwise
defined or determined by the Office of
Thrift Supervision ("OTS") or regulations
promulgated by it; or (iv) the acquisition, directly or indirectly, of the
beneficial ownership (within the meaning of that term
as it is used in Section
13(d) of the 1934 Act and the rules and
regulations
promulgated
thereunder) of
twenty-five percent (25%) or more of the
outstanding voting
securities of the
Company by any person, trust, entity or group. This limitation
shall not apply
to the purchase of shares of up to 25% of
any class of securities of the Company
by a tax-qualified employee stock benefit
plan which is exempt from the approval
requirements, set forth under 12 C.F.R.
ss.574.3(c)(1)(vi) as
now in effect or
as may hereafter be amended. The term "person" refers to an individual or a
corporation, partnership, trust, association, joint venture, pool,
syndicate,
sole proprietorship, unincorporated
organization or any other form of entity not
specifically listed herein.
"Committee"
means the Board of
Directors of the Company or the Restricted
Stock Plan Committee appointed by the Board
of Directors of the Company pursuant
to Article IV hereof.
"Common
Stock" means
shares of the common
stock of the
Company, or any
successor corporation or parent
thereto.
"Company"
means Community First Bancorp, Inc., and any successor
corporation thereto.
"Conversion"
means the effective
date of the stock charter of the Bank and
simultaneous acquisition of all of the outstanding stock of the Bank by the
Company.
"Director" means
a member of the Board of the Bank.
"Director
Emeritus" means a person serving as a director emeritus,
advisory
director, consulting director, or other
similar position as may be appointed by
the Board of Directors of the Company or
the Bank from time to time.
"Disability"
means any physical or mental impairment which renders the
Participant incapable of continuing in the
employment or service of the Bank or
any Subsidiary in his current capacity as
determined by the Committee.
"Effective Date"
shall mean the date of stockholder approval of the Plan by
the Company's stockholders.
"Eligible
Participant"
means an Employee, Director or director of a
Subsidiary who may receive a Plan Share
Award under the Plan.
"Employee" means
any person who is employed by the Bank or a Subsidiary.
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"Participant"
means an Employee or Director who receives a Plan Share Award
under the Plan.
"Plan
Shares" means shares of Common Stock held in the Trust
which are
awarded or issuable to a Participant
pursuant to the Plan.
"Plan Share
Award" or "Award" means a right granted to a Participant
under
this Plan to earn or to receive Plan
Shares.
"Plan
Share Reserve" means the shares of Common
Stock held by the
Trust
pursuant to Sections 5.03 and 5.04.
"Subsidiary"
means those
subsidiaries of the
Bank which, with the consent
of the Board, agree to participate in this
Plan.
"Trustee" or
"Trustee Committee"
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
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ADMINISTRATION OF THE PLAN
4.01 ROLE OF THE
COMMITTEE. The Plan
shall be administered and interpreted
by the Board of Directors of the Bank or a Committee
appointed by said
Board,
which shall consist of not less than two non-employee members of the Board,
which shall have all of the powers
allocated to it in this and other sections of
the Plan. All persons designated as members of the Committee shall be
"Non-Employee Directors" within the meaning of Rule 16b-3
under the Securities
Exchange Act of 1934, as amended ("1934 Act"). 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. The Committee shall report its actions and
decisions with respect
to
the Plan to the Board at appropriate
times, but in no event less than one
time
per calendar year. The Committee shall recommend to the Board one or more
persons or entity to act as Trustee in
accordance
with the provision 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. The
Board may in its discretion from time to time remove members from, or add
members to, the Committee, and may remove, replace or add Trustees.
The Board
shall have all of the powers allocated to it in this and other
sections of the
Plan, may take any action under or with
respect to the Plan which the Committee
is authorized to take, and may reverse or override any
action taken or decision
made by the Committee under or with respect
to the Plan, provided, however, that
the Board may not revoke any Plan Share
Award already made except as provided in
Section 7.01(b) herein.
4.03 LIMITATION
ON LIABILITY. No
member of the Board, the Committee or the
Trustee shall be liable for any
determination made in good faith with respect to
the Plan or any Plan Share Awards granted.
If a member of the
Board, 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,
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administrative or investigative, by any reason of anything done or
not done by
him in such capacity under or with respect
to the Plan, the Company and the Bank
shall indemnify such member against expenses (including attorney's fees),
judgments, fines and amounts paid in
settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or
she
acted in good faith and in a manner he or
she reasonably
believed to be in
the
best interests of the Company, the Bank and its Subsidiaries
and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Notwithstanding anything herein to the contrary,
in no
event shall the Bank take any actions with
respect to this Section 4.03 which is
not in compliance with the limitations or requirements set forth at 12 C.F.R.
545.121, as may be amended from time to
time.
ARTICLE V
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CONTRIBUTIONS; PLAN SHARE RESERVE
5.01 AMOUNT AND
TIMING OF CONTRIBUTIONS. The Board of Directors of the Bank
shall determine the amounts (or the method of computing the amounts) to be
contributed by the Bank to the Trust established under this Plan. Such
contribution amounts shall be paid to the
Trustee at the time of
contribution.
No contributions to the Trust by Participants
shall be permitted
except with
respect to amounts necessary to meet tax
withholding obligations.
5.02 INITIAL
INVESTMENT. Any funds held by the Trust prior to investment in
the Common Stock shall be invested by the Trustee in such interest-bearing
account or accounts at the Bank as the Trustee shall determine to be
appropriate.
5.03
INVESTMENT
OF TRUST ASSETS. Following approval of the Plan by
stockholders of the Company and receipt of any other necessary regulatory
approvals, the Trust shall purchase Common Stock of the Company in an
amount
equal to up to 100% of the Trust's cash
assets, after providing for any required
withholding as needed for tax purposes,
provided, however,
that the Trust shall
not purchase more than 8,331 shares of Common
Stock. The Trustee may purchase
shares of Common Stock in the open market
or, in the
alternative, may
purchase
authorized but unissued shares of the Common Stock or
treasury shares from
the
Company in an amount sufficient to fund the
Plan Share Reserve.
5.04
EFFECT OF ALLOCATIONS, RETURNS AND FORFEITURES UPON PLAN SHARE
RESERVES. Upon the allocation of Plan Share
Awards under Sections 6.02 and 6.05,
or the decision of the Committee to return
Plan Shares to the Company, the Plan
Share Reserve shall be reduced by the
number of Shares
subject to the Awards so
allocated or returned. Any Shares subject to an Award which are not earned
because of forfeiture by the Participant
pursuant to Section 7.01 shall be added
to the Plan Share Reserve.
ARTICLE VI
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ELIGIBILITY; ALLOCATIONS
6.01
Eligibility.
Eligible Participants may receive Plan Share Awards
within the sole discretion of the Committee. Directors who are not
otherwise
Employees shall receive Plan Share Awards
pursuant to Section 6.05.
6.02
Allocations.
The Committee will determine which of the Eligible
Participants will be granted Plan Share Awards
and the number of Shares covered
by each Award, provided, however, that in no event shall any Awards be made
which will violate the Charter or Bylaws of
the Bank or its
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Subsidiaries or any applicable federal or
state law or regulation. In the event
Shares are forfeited for any reason or additional Shares are purchased by the
Trustee, the Committee may, from time to
time, determine which
of the Eligible
Participants will be granted Plan Share Awards to be awarded from forfeited
Shares. In selecting those Eligible
Participants to whom
Plan Share Awards will
be granted and the number of shares covered
by such Awards, the
Committee shall
consider the prior and anticipated future
position, duties and
responsibilities
of such individuals, the value of their
prior and anticipated future services to
the Bank and its Subsidiaries, and any other factors the Committee may deem
relevant. All actions by the Committee shall be deemed final, except to the
extent that such actions are revoked by the Board. Notwithstanding anything
herein to the contrary, in no event shall any Participant receive Plan Share
Awards in excess of 25% of the aggregate
Plan Shares authorized under the Plan.
6.03 FORM OF
ALLOCATION. As
promptly as practicab
