|
Community First Bank
2005 Restricted Stock Plan
and Trust Agreement
Article I
---------
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
----------
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
-----------
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.
"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
1
<PAGE>
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.
"Participant" means an Employee or Director who receives a Plan
Share
Award under the Plan.
2
<PAGE>
"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
----------
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, 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
3
<PAGE>
(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
---------
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
----------
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
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,
4
<PAGE>
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 res
| 
