EXHIBIT 10.2
HOMEFEDERAL BANK
DIRECTOR DEFERRED FEE AGREEMENT
WHEREAS THIS AGREEMENT AMENDS AND RESTATES the
prior HomeFederal Bank Directors Deferred Compensation Plan (the
“Plan”) between the HomeFederal Bank and the Director
effective April 1, 1992, as amended by the First Amendment dated
February 18, 1993, and the Second Amendment dated effective July 1,
1996 (collectively, the Plan, the First Amendment and the Second
Amendment are referred to as the “Prior Agreement”),
this DIRECTOR DEFERRED FEE AGREEMENT (the “Agreement”)
is made this _______ day of ________________, 2005, by HOMEFEDERAL
BANK (the “Bank”), a federally-chartered bank located
in Columbus, Indiana and John T. Beatty (the
“Director”). The purpose of this Agreement is to
encourage the Director to remain a member of the Bank’s Board
of Directors.
Article
1
Definitions
Whenever used
in this Agreement, the following words and phrases shall have the
meanings specified:
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“
Beneficiary ” means each designated person, or the
estate of a deceased Director, entitled to benefits, if any, upon
the death of the Director determined pursuant to Article
6.
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“
Beneficiary Designation Form ” means the form
established from time to time by the Plan Administrator that the
Director completes, signs and returns to the Plan Administrator to
designate one or more beneficiaries.
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“
Board ” means the Board of Directors of the Bank as
from time to time constituted.
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“
Code ” means the Internal Revenue Code of 1986, as
amended.
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“
Corporation ” means Home Federal Bancorp or its
successor.
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“
Deferral Account ” means the balance of the
Director’s accumulated fee deferrals, plus accrued
interest.
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“
Distribution Period Crediting Rate ” means a rate
equal to 2.00% over the average yield on the 10-year Treasury Bond
for the month prior to commencement of benefit payments, provided
that such crediting rate shall not be more than 12.00%, nor less
than 8.00%.
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“
Early Termination ” means Separation from Service
before Normal Benefit Age for reasons other than death or
Termination for Cause.
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“
Effective Date ” means January 1, 2006.
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“
Normal Benefit Age ” means the Director attaining age
sixty (60).
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“ Plan
Administrator ” means the plan administrator described in
Article 8.
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“ Plan
Year ” means the calendar year.
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“
Pre-Distribution Period Crediting Rate ” means an
annual rate equal to the trailing 3-year average ROE, provided such
average ROE shall not exceed 12.00%, nor be less than 8.00%. For
example, the rate for 2006 will be the average ROE for 2003, 2004,
and 2005.
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“
Prescribed Form of Payment ” shall mean one hundred
eighty (180) equal monthly installments. Interest shall be credited
on the unpaid Deferral Account balance during the payment period at
an annual rate equal to the Distribution Period Crediting Rate,
compounded monthly. The Distribution Period Crediting Rate shall be
set at the inception of the payment period and shall not be
adjusted thereafter.
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“
ROE ” means the average return on equity, as reported
in the published financial statements of the
Corporation.
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“
Rollover Balance” means the balance of $283,661 from
the Prior Agreement.
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Secretary ” means the Secretary of the United States
Department of the Treasury.
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“
Separation from Service ” means that the
Director’s service, as a director and independent contractor,
to the Bank and any member of a controlled group as defined in
Section 414 of the Code to which the Bank belongs, has terminated
for any reason, other than by reason of a leave of absence approved
by the Bank or the death of the Director.
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“
Termination for Cause ” has that meaning set forth in
Section 7.1.
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Article
2
Relationship of this
Agreement to the Prior Agreement
Inasmuch as all
amounts payable to or on behalf of the Director under this
Agreement were accrued and vested under the Prior Agreement prior
to January 1, 2005, it is the express intent of this Agreement
that:
(a) this
Agreement and the Prior Agreement shall not be subject to Section
409A of the Code;
(b) no provision
of this Agreement shall be enforceable with respect to the vested
accrued benefit of the Directors as of December 31, 2004, to the
extent it would constitute a “material modification”
under Treasury Regulation section 1.409A-6(a)(4);
(c) to the
extent any benefit is deemed to have accrued or vested on or after
January 1,2005, this Agreement shall be deemed to be amended to the
extent minimally necessary to comply with Section 409A of the Code;
and
(d) except for
the elimination of payment in the event of the Director’s
disability, the timing and form of payment of benefits reflected in
this Agreement are intended to be the same as provided in the Prior
Agreement (and shall be so interpreted).
Article
3
Deferral
Account
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Crediting . The Bank shall credit to the Director’s
Deferral Account the following amounts:
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Rollover. The Rollover Balance from the Prior
Agreement.
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Interest . On the last day of each month and continuing
until the commencement of benefit payments, interest shall be
credited on the unpaid Deferral Account balance at an annual rate
equal to the Pre-Distribution Period Crediting Rate, compounded
monthly.
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Statement of
Accounts . The Plan
Administrator shall provide to the Director, within one hundred
twenty (120) days after the end of each Plan Year, a statement
setting forth the Deferral Account balance.
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Accounting
Device Only . The
Deferral Account is solely a device for measuring amounts to be
paid under this Agreement. The Deferral Account is not a trust fund
of any kind. The Director is a general unsecured creditor of the
Bank for the distribution of benefits. The benefits represent the
mere Bank promise to pay such benefits. The Director's rights are
not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or
garnishment by the Director's creditors.
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Article
4
Distributions During
Lifetime
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Normal
Retirement Benefit . Upon
the Director reaching Normal Benefit Age, the Bank shall pay to the
Director the benefit described in this Section 4.1 in lieu of any
other benefit under this Article.
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Amount of
Benefit . The benefit
under this Section 4.1 is the Deferral Account balance at the
Director's Normal Benefit Age.
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Distribution
of Benefit . The Bank
shall pay the benefit to the Director in the Prescribed Form of
Payment commencing as of the first day of the month following the
Director’s Normal Benefit Age.
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Early
Termination Benefit . In
the event of the Director’s Early Termination, the Bank shall
pay to the Director the benefit described in this Section 4.2 in
lieu of any other
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benefit under this
Article.
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Amount of
Benefit . The benefit
under this Section 4.2 is the Deferral Account balance at the
Director's Normal Benefit Age.
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Distribution
of Benefit . The
Bank shall pay the benefit to the Director in the Prescribed Form
of Payment commencing on the first day of the month following the
Director’s Normal Benefit Age.
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Restriction
on Timing of Distribution . Notwithstanding any provision of this
Agreement to the contrary and to the extent this Agreement is
subject to Section 409A of the Code, if the Director is considered
a “specified employee” under Section 409A of
the Code and regulations thereunder, benefit
distributions that qualify as a "separation from
service" under Section 409A of the Code and regulations
thereunder may not commence earlier than six (6) months after the
date of such separation from service. In the event this
Section 4.3 applies, the Prescribed Form of Payment shall be deemed
to have commenced when it otherwise would have and any monthly
payments that may not be made during the first six (6) months
following separation from service shall be paid in a lump sum as of
the first month payment is permitted.
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Article
5
Distributions at
Death
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Death During
Active Service . If the
Director dies while in active service to the Bank, the Bank shall
pay to the Beneficiary the greater of the Deferral Account or
$539,393. This benefit shall be paid to the Beneficiary, in the
Prescribed Form of Payment commencing on the first day of the month
following receipt by the Bank of the Director’s death
certificate.
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Death During
Distribution of a Benefit . If the Director dies after any benefit
distributions have commenced under this Agreement but before
receiving all such distributions, the Bank shall pay to the
Beneficiary the remaining benefits at the same time and in the same
amounts as they would have been paid to the Director had the
Director survived.
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Death After
Separation from Service But Before Benefit Distributions
Commence . If the
Director is entitled to benefit distributions under this Agreement,
but dies prior to the commencement of said benefit distributions,
the Bank shall pay to the Beneficiary the same benefits that the
Director was entitled to prior to death except that the benefit
distributions shall commence on the first day of the month
following receipt by the Bank of the Director’s death
certificate.
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Article
6
Beneficiaries
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Beneficiary . Each Director shall have the right, at any
time, to designate a Beneficiary(ies) to receive any
benefits
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