Exhibit 10.7
HOME FEDERAL SAVINGS & LOAN ASSOCIATION
AMENDED AND RESTATED
EXECUTIVE DEFERRED INCENTIVE AGREEMENT
THIS EXECUTIVE DEFERRED INCENTIVE AGREEMENT (the "Agreement") is
adopted this _________ day of _________________, 20__, by and between HOME
FEDERAL SAVINGS & LOAN ASSOCIATION, a nationally-chartered savings and loan
association located in Nampa, Idaho (the "Bank"), and _________________ (the
"Executive").
On _________________, the Bank and the Executive entered into the Home
Federal Savings & Loan Association Executive Deferred Incentive Agreement (the
"Prior Agreement"). This Agreement amends and restates the Prior Agreement, and
any amendments thereto, in its entirety.
The purpose of this Agreement is to provide specified benefits to the
Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and
future business success of the Bank. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time. The Bank will pay the
benefits from its general assets.
The Bank and the Executive agree as provided herein.
Article 1
Definitions
Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:
1.1 "Beneficiary" means each designated person, or the estate of the
deceased Executive, entitled to benefits, if any, upon the death of the
Executive determined pursuant to Article 6.
1.2 "Beneficiary Designation Form" means the form established from time to
time by the
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Plan Administrator that the Executive completes, signs and returns to
the Plan Administrator to designate one or more Beneficiaries.
1.3 "Board" means the board of directors of the Company.
1.4 "Change in Control" means
(i) Any "person," as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than the Company or any person (as
hereinafter defined) acting on behalf of the Company as
underwrite pursuant to an offering who is temporarily holding
securities in connections with such offering, any trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, or any corporation owned, directly or
indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock
of the Company), is or becomes the "beneficiary owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or
more of the combined voting power of the Company's then
outstanding securities;
(ii) Individuals who are members of the Board on the Commencement
Date (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any
person becoming a director subsequent to the Commencement Date
whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board
or whose nomination for election by the Company's stockholders
was approved by the nominating committee serving under an
Incumbent Board or who as appointed as a result of a change at
the direction of the OTS or the FDIC, shall be considered a
member of the Incumbent Board;
(iii) The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than (1) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the combined voting
power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no person (as hereinabove defined)
acquires more than 25% of the combined voting power of the
Company's then outstanding securities; or
(iv) The stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets (or any transaction having a similar effect);
provided that the term "Change in Control" shall not include
an
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acquisition of securities by an employee benefit plan of the
Bank or the Company or a change in the composition of the
Board at the direction of the OTS or the FDIC.
Notwithstanding the foregoing, a "Change in Control" shall not be
deemed to have occurred in the event of a conversion of the Company's
mutual holding company to stock form or in connection with any
reorganization or action used to effect such conversion.
1.5 "Change in Control Benefit" means the benefit described in Section 4.5.
1.6 "Code" means the Internal Revenue Code of 1986, as amended.
1.7 "Commencement Date" means the date the conversion of the Bank from the
mutual to stock form of organization is completed.
1.8 "Company" means Home Federal Bancorp, Inc.
1.9 "Deferral Account" means the Bank's accounting of the incentive awards,
if any, determined under Article 2, plus accrued interest.
1.10 "Disability" means the Executive suffering a sickness, accident or
injury which has been determined by the insurance carrier of any
individual or group disability insurance policy covering the Executive,
or by the Social Security Administration, to be a disability rendering
the Executive totally and permanently disabled. The Executive must
submit proof to the Plan Administrator of the insurance carrier's or
Social Security Administration's determination upon the request of the
Plan Administrator.
1.11 "Disability Benefit" means the benefit described in Section 4.4.
1.12 "Early Retirement Date" means the Executive attaining age sixty-two
(62).
1.13 "Early Retirement Benefit" means the benefit described in Section 4.2.
1.14 "Early Termination" means the Termination of Employment before the
Early Retirement Date for reasons other than death, Disability,
Termination for Cause or Involuntary Termination.
1.15 "Early Termination Benefit" means the benefit described in Section 4.3.
1.16 "Early Termination Date" means the month, day and year in which Early
Termination occurs.
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1.17 "Effective Date" means _________________.
1.18 "Extraordinary Items" means those items recognized by Generally
Accepted Accounting Principles as extraordinary that substantially
affect shareholder equity and/or the Bank's assets. Examples of such
items include but are not limited to stock redemptions, mergers,
acquisitions, stock splits and other items of that nature.
1.19 "Growth Rate of Net Worth" means the percentage change in the Bank's
net worth ("Net Worth") over a one-year period, measured on September
30 of each year. For example, deferrals occurring in the Plan Year
ending September 30, 1997 would be credited the Growth Rate of Net
Worth determined on September 30, 1996 by taking the Bank's Net Worth
on September 30, 1996 less the Bank's Net Worth on September 30, 1995
divided by the September 30, 1995 Net Worth.
1.20 "Involuntary Termination" means the termination of the employment of
the Executive
(i) By either the Company or the Bank or both without the
Executive's express written consent; or
(ii) By the Executive by reason of a material diminution of or
interference with his duties, responsibilities or benefits,
including (without limitation) any of the following actions
unless consented to in writing by the Executive:
a. A requirement that the Executive by based at any
place other than Nampa, Idaho, or within a radius of
35 miles from the location of the Company's
administrative offices as of the Effective Date,
except for reasonable travel on Company or Bank
business;
b. A material demotion of the Executive;
c. A material reduction in the number or seniority of
personnel reporting to the Executive or a material
reduction in the frequency with which, or in the
nature of the matters with respect to which such
personnel are to report to the Executive, other than
as part of a Bank- or Company-wide reduction in
staff;
d. A reduction in the Executive's salary or a material
adverse change in the Employee's perquisites,
benefits, contingent benefits or vacation, other than
as part of an overall program applied uniformly and
with equitable effect to all members of the senior
management of the Bank or the Company; or
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e. A material permanent increase in the required hours
of work or the workload of the Executive.
The term "Involuntary Termination" does not include termination of
employment due to death or disability, attainment of Normal Retirement
Age, or suspension or temporary or permanent prohibition from
participation in the conduct of the Bank's affair under Section 8 of
the Federal Deposit Insurance Act ("FDIA")
1.21 "Normal Retirement Age" means the Executive's sixty-fifth (65th)
birthday.
1.22 "▇▇▇▇▇▇ Retirement Benefit" means the benefit described in Section 4.1.
1.23 "Normal Retirement Date" means the later of the Normal Retirement Age
or Termination of Employment.
1.24 "Plan Administrator" means the plan administrator described in Article
9.
1.25 "Plan Year" means the Bank's fiscal year ending on each September 30,
except that the first Plan Year shall be a short plan year commencing
on the Effective Date and ending on the next following September 30.
1.26 "Return On Assets (ROA)" means the Bank's after-tax net income at the
end of the most recent fiscal year, before payment of any common stock
dividends and adjusted for Extraordinary Items, divided by the Bank's
average assets for the same fiscal year, as determined by the Bank's
independent auditor based upon certified financial statements for the
pertinent year.
1.27 "Return On Equity (▇▇▇)" means the Bank's after-tax net income at the
end of the most recent fiscal year, before payment of any common stock
dividends and adjusted for Extraordinary Items, divided by the Bank's
average equity for the same fiscal year, as determined by the Bank's
independent auditor based upon certified financial statements for the
pertinent year
1.28 "Termination for Cause" has that meaning set forth in Article 7.
1.29 "Termination of Employment" means the Executive ceases to be employed
by the Bank for any reason, voluntarily or involuntarily, other than by
reason of a leave of absence approved by the Bank.
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Article 2
Incentive
2.1 Incentive Award. For Plan Years ending after 9/30/2003, the Bank's ROA
and ▇▇▇ for the most recent completed Plan Year shall determine the
Executive's Incentive Award Percentage, in accordance with the
following chart:
[See Appendix A]
The above chart is subject to change at the sole discretion of the
Bank's Board of Directors, and such change shall be prospective and not
effective until the Plan Year immediately following such change.
The Incentive Award is calculated annually by taking the Executive's
base salary as of September 30 of the Plan Year for which the ROA and
▇▇▇ were calculated times the Incentive Award Percentage. For example,
if the Bank's ▇▇▇ is 15.6% and ROA is 1.31% and the Executive's base
salary was $50,000 for the Plan Year ended September 30, 200X, the
Incentive Award for 200X would be $24,000 ($50,000 X 48%).
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2.2 Incentive Deferral. As of December 31 of each year while this Agreement
is in effect, the Bank shall declare the Incentive Award for the most
recently completed Plan Year in the form of compensation and credit
such amount to the Deferral Account.
Article 3
Deferral Account
3.1 Establishing and Crediting. The Bank shall establish a Deferral Account
on its books for the Executive, and shall credit to the Deferral
Account the following amounts:
3.1.1 Deferrals. The Incentive Deferral as determined under Article
2.
3.1.2 Interest. On September 30 of each Plan Year and immediately
prior to the payment of any benefits, unless otherwise stated,
interest shall be credited to the account balance since the
preceding credit under this Section 3.1.2, if any, at an
annual rate equal to the Growth Rate of Net Worth determined
as of the end of the most recent completed fiscal year,
compounded annually.
The Deferral Account shall be debited to reflect any withdrawals or
distributions.
3.2 Statement of Accounts. The Bank shall provide to the Executive, within
ninety (90) days after the end of each Plan Year, a statement setting
forth the Deferral Account balance as of the end of the preceding Plan
Year.
3.3 Accounting Device Only. The Deferral Account is solely a device for
measuring amounts to be paid, if any, under this Agreement. The
Deferral Account is not a trust fund of any kind. The Executive is a
general unsecured creditor of the Bank for the payment of benefits. The
benefits represent the mere Bank promise to pay such benefits. The
Executive's rights are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by the Executive's creditors.
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Article 4
Benefits During Lifetime
4.1 Normal Retirement Benefit. Upon Termination of Employment on or after
the Normal Retirement Age for reasons other than death, the Bank shall
pay to the Executive the benefit described in this Section 4.1 in lieu
of any other benefit under this Article.
4.1.1 Amount of Benefit. The Normal Retirement Benefit under this
Section 4.1 is the Deferral Account balance as of the Plan
Year ending immediately prior to the Executive's Termination
of Employment.
4.1.2 Payment of Benefit. The Bank shall pay the Normal Retirement
Benefit to the Executive in one hundred eighty (180)
consecutive equal monthly installments commencing on the first
day of the month following the Executive's Normal Retirement
Date. The Bank shall continue to credit interest at an annual
rate of seven and one-half percent (7.5%), compounded monthly,
on the remaining Deferral Account balance during the
installment period.
4.2 Early Retirement Benefit. Upon Termination of Employment after the
Early Retirement Date but before the Normal Retirement Age, and for
reasons other than death or Disability, the Bank shall pay to the
Executive the benefit described in the Section 4.2 in lieu of any other
benefit under this Article.
4.2.1 Amount of Benefit. The Early Retirement Benefit under this
Section 4.2 is the greater of (a) or (b) as follows:
(a) The vested Deferral Account balance calculated under
Section 4.3.1; or
(b) The Deferral Account balance as of the Plan Year
ending immediately prior to the Executive's
Termination of Employment multiplied by the
applicable percentage from the following table based
on the number of full or partial months Termination
of Employment precedes Normal Retirement Age.
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Number of Full or Partial Months Applicable Percentage
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1-12 91.67%
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13-24 83.33%
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25-36 75.00%
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4.2.2 Payment of Benefit. The Bank shall pay the Early Retirement
Benefit to the Executive in one hundred eighty (180)
consecutive equal monthly installments commencing on the first
day of the month following the Executive's Termination of
Employment. The Bank shall continue to credit interest at an
annual rate of seven and one-half percent (7.5%), compounded
monthly, on the remaining Deferral Account balance during the
installment period
4.3 Early Termination Benefit. Upon Termination of Employment prior to the
Early Retirement Date for reasons other than death, Disability or
Involuntary Termination, the Bank shall pay to the Executive the
benefit described in this Section 4.3 in lieu of any other benefit
under this Article.
4.3.1 Amount of Benefit. The Early Termination Benefit under this
Section 4.3 is the Deferral Account balance as of the Plan
Year ending immediately prior to the Executive's Termination
of Employment subject to the following vesting schedule:
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Completed Plan Years Vested Percentage
---------------------------------------------------------------
< 1 0%
---------------------------------------------------------------
1 10%
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2 20%
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3 30%
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4 40%
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5 50%
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6 60%
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7 70%
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8 80%
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9 90%
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10 + 100%
---------------------------------------------------------------
4.3.2 Payment of Benefit. The Bank shall pay the Early Termination
Benefit to the Executive in one hundred eighty (180)
consecutive equal monthly installments commencing on the first
day of the month following the Executive's Normal Retirement
Age. The Bank shall continue to credit interest at an annual
rate of seven and one-half percent (7.5%), compounded monthly,
on the remaining Deferral Account balance during the
installment period.
4.4 Disability Benefit. Upon Termination of Employment due to Disability
prior to the Normal Retirement Age, the Bank shall pay to the Executive
the benefit described in this Section 4.4 in lieu of any other benefit
under this Article.
4.4.1 Amount of Benefit. The Disability Benefit under this Section
4.4 is the Deferral Account balance as of the Plan Year ending
immediately prior to the Executive's Termination of
Employment.
4.4.2 Payment of Benefit. The Bank shall pay the Disability Benefit
to the Executive in one hundred eighty (180) consecutive equal
monthly installments commencing on the first day of the month
following the Executive's Termination of Employment. The Bank
shall continue to credit interest at an annual rate of seven
and one-half percent (7.5%), compounded monthly, on the
remaining Deferral Account balance during the installment
period.
4.5 Change in Control Benefit. Upon Involuntary Termination within
twenty-four (24) months following a Change in Control while the
Executive is in the active service of the Bank, the Bank shall pay to
the Executive the benefit
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described in this Section 4.5 in lieu of any other benefit under this
Article.
4.5.1 Amount of Benefit. The Change in Control Benefit under this
Section 4.5 is the Deferral Account balance as of the Plan
Year ending immediately prior to the Executive's Involuntary
Termination.
4.5.2 Payment of Benefit. The Bank shall pay the Change in Control
Benefit to the Executive in a one hundred eighty (180)
consecutive equal monthly installments commencing on the first
day of the month following the Executive's Normal Retirement
Age. The Bank shall continue to credit interest at an annual
rate of seven and one-half percent (7.5%), compounded monthly,
on the remaining Deferral Account balance during the
installment period.
4.5.3 Excess Parachute Payment. Notwithstanding any other provision
of this Agreement, if payments and the value of benefits
received or to be received under this Agreement, together with
any other amounts and the value of benefits received or to be
received by the Executive, would cause any amount to be
nondeductible by the Company or any of the Consolidated
Subsidiaries for federal income tax purposes pursuant to or by
reason of Section 280G of the Code, then payments and benefits
under this Agreement shall be reduced (not less than zero) to
the extent necessary so as to maximize amounts and the value
of benefits to be received by the Executive without causing
any amount to become nondeductible pursuant to or by reason of
Section 280G of the Code. For this purpose, the term
"Consolidated Subsidiaries" means any subsidiary or
subsidiaries of the Company (or its successors) that are part
of the affiliated group (as defined in Section 1504 of the
Code, without regard to subsection (b) thereof) that includes
the Bank, including but not limited to the Company.
4.6 Hardship Distribution. If an unforeseeable emergency arising from the
death of a family member, divorce, sickness, injury, catastrophe or
similar event outside the control of the Executive or Beneficiary
occurs, the Bank, following petition by the Executive or the
Beneficiary and in its sole discretion, may distribute to the Executive
or Beneficiary all or a portion of the Deferral Account balance need to
address the unforeseeable emergency. In no event shall the distribution
be greater than is necessary to relieve the financial hardship, plus
the amount of income taxes on such distribution. Provided, however,
that if legislation and related regulations are enacted that provide
for a specific definition and procedure for unforeseeable emergencies,
such legislation and regulations shall automatically upon enactment
apply to this Agreement.
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Article 5
Death Benefits
5.1 Death During Active Service. If the Executive dies while in the active
service of the Bank, the Bank shall pay to the Executive's Beneficiary
the benefit described in this Section 5.1 in lieu of the benefits of
Article 4.
5.1.1 Amount of Benefit. The benefit under Section 5.1 is the
greater of (a) the Deferral Account balance as of the Plan
Year ending immediately prior to the date of the Executive's
death, or (b) ($_______).
5.1.2 Payment of Benefit. The Bank shall pay the benefit to the
Beneficiary in one hundred eighty (180) consecutive equal
monthly installments commencing within sixty (60) days
following the Executive's death and continuing on the first of
each month thereafter. The Bank shall continue to credit
interest at an annual rate of seven and one-half percent
(7.5%), compounded monthly, on the remaining Deferral Account
balance during the installment period.
5.2 Death During Payment of a Benefit. If the Executive dies after any
benefit payments have commenced under Article 4 of this Agreement but
before receiving all such payments, the Bank shall pay the remaining
benefits to the Beneficiary at the same time and in the same amounts
they would have been paid to the Executive had the Executive survived.
5.3 Death After Termination of Employment But Before Payment of a Benefit
Commences. If the Executive is entitled to any benefit payments under
Article 4 of this Agreement, but dies prior to the commencement of said
benefit payments, the Bank shall pay the same benefit payments to the
Beneficiary that the Executive was entitled to prior to death except
that the benefit payments shall commence within sixty (60) days
following the date of the Executive's death.
Article 6
Beneficiaries
6.1 Beneficiary Designation. The Executive shall have the right, at any
time, to designate a Beneficiary(ies) to receive any benefits payable
under this Agreement upon the death of the Executive. The Beneficiary
designated under this Agreement may be the same as or different from
the beneficiary designation under any other benefit plan of the Bank in
which the Executive participates.
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6.2 Beneficiary Designation: Change. The Executive shall designate a
Beneficiary by completing and signing the Beneficiary Designation Form,
and delivering it to the Plan Administrator or its designated agent.
The Executive's Beneficiary designation shall be deemed automatically
revoked if the Beneficiary predeceases the Executive or if the
Executive names a spouse as Beneficiary and the marriage is
subsequently dissolved. The Executive shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Plan Administrator's
rules and procedures, as in effect from time to time. Upon the
acceptance by the Plan Administrator of a new Beneficiary Designation
Form, all Beneficiary designations previously filed shall be cancelled.
The Plan Administrator shall be entitled to rely on the last
Beneficiary Designation Form filed by the Executive and accepted by the
Plan Administrator prior to the Executive's death.
6.3 Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received, accepted and
acknowledged in writing by the Plan Administrator or its designated
agent.
6.4 No Beneficiary Designation. If the Executive dies without a valid
beneficiary designation, or if all designated Beneficiaries predecease
the Executive, then the Executive's spouse shall be the designated
Beneficiary. If the Executive has no surviving spouse, the benefits
shall be made to the personal representative of the Executive's estate.
6.5 Facility of Payment. If the Plan Administrator determines in its
discretion that a benefit is to be paid to a minor, to a person
declared incompetent, or to a person incapable of handling the
disposition of that person's property, the Plan Administrator may
direct payment of such benefit to the guardian, legal representative or
person having the care or custody of such minor, incompetent person or
incapable person. The Plan Administrator may require proof of
incompetence, minority or guardianship as it may deem appropriate prior
to distribution of the benefit. Any payment of a benefit shall be a
payment for the account of the Executive and the Executive's
Beneficiary, as the case may be, and shall be a complete discharge of
any liability under the Agreement for such payment amount.
Article 7
General Limitations
7.1 Suicide or Misstatement. The Bank shall not pay any benefit under this
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Agreement if the Executive commits suicide within two of the Effective
Date. In addition, the Bank shall not pay any benefit under this
Agreement if the Executive has made any material misstatement of fact
on any application for life insurance owned by the Bank on the
Executive's life.
Article 8
Claims and Review Procedures
8.1 Claims Procedure. An Executive or Beneficiary ("claimant") who has not
received benefits under this Agreement that he or she believes should
be paid shall make a claim for such benefits as follows:
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8.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the
benefits.
8.1.2 Timing of Plan Administrator Response. The Plan Administrator
shall respond to such claimant within ninety (90) days after
receiving the claim. If the Plan Administrator determines that
special circumstances require additional time for processing
the claim, the Plan Administrator can extend the response
period by an additional ninety (90) days by notifying the
claimant in writing, prior to the end of the initial ninety
(90) day period that an additional period is required. The
notice of extension must set forth the special circumstances
and the date by which the Plan Administrator expects to render
its decision.
8.1.3 Notice of Decision. If the Plan Administrator denies part or
all of the claim, the Plan Administrator shall notify the
claimant in writing of such denial. The Plan Administrator
shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of this
Agreement on which the denial is based,
(c) A description of any additional information or
material necessary for the claimant to perfect the
claim and an explanation of why it is needed,
(d) An explanation of this Agreement's review procedures
and the time limits applicable to such procedures,
and
(e) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a) following an
adverse benefit determination on review.
8.2 Review Procedure. If the Plan Administrator denies part or all of the
claim, the claimant shall have the opportunity for a full and fair
review by the Plan Administrator of the denial, as follows:
8.2.1 Initiation - Written Request. To initiate the review, the
claimant, within 60 days after receiving the Plan
Administrator's notice of denial, must file with the Plan
Administrator a written request for review.
8.2.2 Additional Submissions - Information Access. The claimant
shall then have the opportunity to submit written comments,
documents, records and other information relating to the
claim. The Plan Administrator shall also provide the claimant,
upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the
claimant's claim for benefits.
8.2.3 Considerations on Review. In considering the review, the Plan
Administrator shall take into account all materials and
information the claimant submits relating
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to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination.
8.2.4 Timing of Plan Administrator Response. The Plan Administrator
shall respond in writing to such claimant within 60 days after
receiving the request for review. If the Plan Administrator
determines that special circumstances require additional time
for processing the claim, the Plan Administrator can extend
the response period by an additional 60 days by notifying the
claimant in writing, prior to the end of the initial 60-day
period that an additional period is required. The notice of
extension must set forth the special circumstances and the
date by which the Plan Administrator expects to render its
decision.
8.2.5 Notice of Decision. The Plan Administrator shall notify the
claimant in writing of its decision on review. The Plan
Administrator shall write the notification in a manner
calculated to be understood by the claimant. The notification
shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of this
Agreement on which the denial is based,
(c) A statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access
to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA
regulations) to the claimant's claim for benefits,
and
(d) A statement of the claimant's right to bring a civil
action under ERISA Section 502(a).
Article 9
Amendments and Termination
9.1 Generally. This Agreement may be amended or terminated only by a
written agreement signed by the Bank and the Executive.
9.2 Exceptions. Notwithstanding Section 8.1, the Company's or the Bank's
Board of Directors may amend or terminate the Agreement at any time if
either:
9.2.1 The Bank's Board of Directors determines that the Executive is
no longer a member of a select group of management or highly
compensated employees, as that phrase applies to ERISA, for
reasons other than death, Disability or retirement; or
9.2.2 Pursuant to legislative, judicial or regulatory action,
continuation of the Agreement would (i) cause benefits to be
taxable to the Executive prior to actual receipt, (ii) result
in significant financial penalties or other significantly
16
detrimental ramifications to the Bank (other than the
financial impact of paying the benefits), or (iii) violate any
law or regulation. In no event shall this Agreement be
terminated under this section without payment to the Executive
of the Deferral Account in a lump sum within sixty (60) days
of such termination.
9.3 In the event of such amendment or termination under Section 9.2, the
Executive shall be 100% vested in his or her Deferral Account balance.
In the event of any termination under Section 9.2, the Bank shall pay
to the Executive his or her Deferral Account balance in a lump sum
within (30) days of such termination, determined as if the date of such
termination were the date of the Executive's Termination of Employment
under Section 4.3.
Article 10
Administration of Agreement
10.1 Plan Administrator Duties. This Agreement shall be administered by a
Plan Administrator which shall consist of the Board, or such committee
or person(s) as the Board shall appoint. The Executive may be a member
of the Plan Administrator. The Plan Administrator shall also have the
discretion and authority to (i) make, amend, interpret and enforce all
appropriate rules and regulations for the administration of this
Agreement and (ii) decide or resolve any and all questions including
interpretations of this Agreement, as may arise in connection with the
Agreement.
10.2 Agents. In the administration of this Agreement, the Plan Administrator
may employ agents and delegate to them such administrative duties as it
sees fit, (including acting through a duly appointed representative),
and may from time to time consult with counsel who may be counsel to
the Bank.
10.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in
connection with the administration, interpretation and application of
the Agreement and the rules and regulations promulgated hereunder shall
be final and conclusive and binding upon all persons having any
interest in the Agreement.
10.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold
harmless the members of the Plan Administrator against any and all
claims, losses, damages, expenses or liabilities arising from any
action or failure to act with respect to this Agreement, except in the
case of willful misconduct by the Plan Administrator or any of its
members.
10.5 Bank Information. To enable the Plan Administrator to perform its
functions, the Bank shall supply full and timely information to the
Plan Administrator on all matters relating to the date and
circumstances of the retirement, Disability, death, or Termination of
Employment of the Executive, and such other pertinent information as
the Plan Administrator may reasonably require.
17
Article 11
Miscellaneous
11.1 Binding Effect. This Agreement shall bind the Executive and the Bank,
and their beneficiaries, survivors, executors, successors,
administrators and transferees.
11.2 No Guarantee of Employment. This Agreement is not a contract for
employment. It does not give the Executive the right to remain an
employee of the Bank, nor does it interfere with the Bank's right to
discharge the Executive. It also does not require the Executive to
remain an employee nor interfere with the Executive's right to
terminate employment at any time.
11.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
11.4 Tax Withholding. The Bank shall withhold any taxes that, in its
reasonable judgment, are required to be withheld from the benefits
provided under this Agreement. The Executive acknowledges that the
Bank's sole liability regarding taxes is to forward any amounts
withheld to the appropriate taxing authority(ies).
11.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of Idaho, except to the extent
preempted by the laws of the United States of America.
11.6 Unfunded Arrangement. The Executive and beneficiary are general
unsecured creditors of the Bank for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Bank to pay
such benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors. Any insurance on
the Executive's life is a general asset of the Bank to which the
Executive and beneficiary have no preferred or secured claim.
11.7 Reorganization. The Bank shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets
to another company, firm, or person unless such succeeding or
continuing company, firm, or person agrees to assume and discharge the
obligations of the Bank under this Agreement. Upon the occurrence of
such event, the term "Bank" as used in this Agreement shall be deemed
to refer to the successor or survivor company.
11.8 Entire Agreement. This Agreement constitutes the entire agreement
between the
18
Bank and the Executive as to the subject matter hereof. No rights are
granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
11.9 Interpretation. Wherever the fulfillment of the intent and purpose of
this Agreement requires, and the context will permit, the use of the
masculine gender includes the feminine and use of the singular includes
the plural.
11.10 Alternative Action. In the event it shall become impossible for the
Bank or the Plan Administrator to perform any act required by this
Agreement, the Bank or Plan Administrator may in its discretion perform
such alternative act as most nearly carries out the intent and purpose
of this Agreement and is in the best interests of the Bank.
11.11 Headings. Article and section headings are for convenient reference
only and shall not control or affect the meaning or construction of any
of its provisions.
11.12 Validity. In case any provision of this Agreement shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Agreement shall be construed and
enforced as if such illegal and invalid provision has never been
inserted herein.
11.13 Notice. Any notice or filing required or permitted to be given to the
Bank or Plan Administrator under this Agreement shall be sufficient if
in writing and hand-delivered, or sent by registered or certified mail,
to the address below:
-----------------------------------------
-----------------------------------------
-----------------------------------------
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
Any notice or filing required or permitted to be given to the Executive
under this
19
Agreement shall be sufficient if in writing and hand-delivered, or sent
by mail, to the last known address of the Executive.
20
IN WITNESS WHEREOF, the Executive and a duly authorized representative
of the Bank have signed this Agreement.
EXECUTIVE: BANK:
HOME FEDERAL SAVINGS & LOAN ASSOCIATION
By:
------------------------------------
---------------------------- Title:
---------------------------------
21
HOME FEDERAL SAVINGS & LOAN ASSOCIATION
Executive Deferred Incentive Agreement
================================================================================
BENEFICIARY DESIGNATION FORM
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇
Return on
Assets
1.36% 28.8 28.8 28.8 28.8 28.8 28.8 28.8 28.8 28.8 28.8 28.8 28.8 28.8 28.8 28.8
1.32% 26.4 26.4 26.4 26.4 26.4 26.4 26.4 26.4 26.4 26.4 26.4 26.4 26.4 26.4 28.8
1.27% 24.0 24.0 24.0 24.0 24.0 24.0 24.0 24.0 24.0 24.0 24.0 24.0 24.0 26.4 28.8
1.23% 22.2 22.2 22.2 22.2 22.2 22.2 22.2 22.2 22.2 22.2 22.2 22.2 24.0 26.4 28.8
1.18% 19.8 19.8 19.8 19.8 19.8 19.8 19.8 19.8 19.8 19.8 19.8 22.2 24.0 26.4 28.8
1.14% 17.4 17.4 17.4 17.4 17.4 17.4 17.4 17.4 17.4 17.4 19.8 22.2 24.0 26.4 28.8
1.11% 15.6 15.6 15.6 15.6 15.6 15.6 15.6 15.6 15.6 17.4 19.8 22.2 24.0 26.4 28.8
1.09% 13.8 13.8 13.8 13.8 13.8 13.8 13.8 13.8 15.6 17.4 19.8 22.2 24.0 26.4 28.8
1.06% 12.0 12.0 12.0 12.0 12.0 12.0 12.0 13.8 15.6 17.4 19.8 22.2 24.0 26.4 28.8
1.04% 10.2 10.2 10.2 10.2 10.2 10.2 12.0 13.8 15.6 17.4 19.8 22.2 24.0 26.4 28.8
1.01% 8.4 8.4 8.4 8.4 8.4 10.2 12.0 13.8 15.6 17.4 19.8 22.2 24.0 26.4 28.8
0.99% 7.2 7.2 7.2 7.2 8.4 10.2 12.0 13.8 15.6 17.4 19.8 22.2 24.0 26.4 28.8
0.96% 6.0 6.0 6.0 7.2 8.4 10.2 12.0 13.8 15.6 17.4 19.8 22.2 24.0 26.4 28.8
0.94% 4.8 4.8 6.0 7.2 8.4 10.2 12.0 13.8 15.6 17.4 19.8 22.2 24.0 26.4 28.8
0.91% 3.6 4.8 6.0 7.2 8.4 10.2 12.0 13.8 15.6 17.4 19.8 22.2 24.0 26.4 28.8
10.45% 10.72% 11.00% 11.27% 11.54% 11.81% 12.08% 12.36% 12.63% 12.90% 13.38% 13.85% 14.33% 14.80% 15.28%
----------------------------------------------------------------------------------------------------------------------
Return on Equity
----------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇▇
Return on
Assets
1.36% 48.0 48.0 48.0 48.0 48.0 48.0 48.0 48.0 48.0 48.0 48.0 48.0 48.0 48.0 48.0
1.32% 44.0 44.0 44.0 44.0 44.0 44.0 44.0 44.0 44.0 44.0 44.0 44.0 44.0 44.0 48.0
1.27% 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 44.0 48.0
1.23% 37.0 37.0 37.0 37.0 37.0 37.0 37.0 37.0 37.0 37.0 37.0 37.0 40.0 44.0 48.0
1.18% 33.0 33.0 33.0 33.0 33.0 33.0 33.0 33.0 33.0 33.0 33.0 37.0 40.0 44.0 48.0
1.14% 29.0 29.0 29.0 29.0 29.0 29.0 29.0 29.0 29.0 29.0 33.0 37.0 40.0 44.0 48.0
1.11% 26.0 26.0 26.0 26.0 26.0 26.0 26.0 26.0 26.0 29.0 33.0 37.0 40.0 44.0 48.0
1.09% 23.0 23.0 23.0 23.0 23.0 23.0 23.0 23.0 26.0 29.0 33.0 37.0 40.0 44.0 48.0
1.06% 20.0 20.0 20.0 20.0 20.0 20.0 20.0 23.0 26.0 29.0 33.0 37.0 40.0 44.0 48.0
1.04% 17.0 17.0 17.0 17.0 17.0 17.0 20.0 23.0 26.0 29.0 33.0 37.0 40.0 44.0 48.0
1.01% 14.0 14.0 14.0 14.0 14.0 17.0 20.0 23.0 26.0 29.0 33.0 37.0 40.0 44.0 48.0
0.99% 12.0 12.0 12.0 12.0 14.0 17.0 20.0 23.0 26.0 29.0 33.0 37.0 40.0 44.0 48.0
0.96% 10.0 10.0 10.0 12.0 14.0 17.0 20.0 23.0 26.0 29.0 33.0 37.0 40.0 44.0 48.0
0.94% 8.0 8.0 10.0 12.0 14.0 17.0 20.0 23.0 26.0 29.0 33.0 37.0 40.0 44.0 48.0
0.91% 6.0 8.0 10.0 12.0 14.0 17.0 20.0 23.0 26.0 29.0 33.0 37.0 40.0 44.0 48.0
10.45% 10.72% 11.00% 11.27% 11.54% 11.81% 12.08% 12.36% 12.63% 12.90% 13.38% 13.85% 14.33% 14.80% 15.28%
----------------------------------------------------------------------------------------------------------------------
Return on Equity
----------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Return on
Assets
1.36% 36.48 36.48 36.48 36.48 36.48 36.48 36.48 36.48 36.48 36.48 36.48 36.48 36.48 36.48 36.48
1.32% 33.44 33.44 33.44 33.44 33.44 33.44 33.44 33.44 33.44 33.44 33.44 33.44 33.44 33.44 36.48
1.27% 30.40 30.40 30.40 30.40 30.40 30.40 30.40 30.40 30.40 30.40 30.40 30.40 30.40 33.44 36.48
1.23% 28.12 28.12 28.12 28.12 28.12 28.12 28.12 28.12 28.12 28.12 28.12 28.12 30.40 33.44 36.48
1.18% 25.08 25.08 25.08 25.08 25.08 25.08 25.08 25.08 25.08 25.08 25.08 28.12 30.40 33.44 36.48
1.14% 22.04 22.04 22.04 22.04 22.04 22.04 22.04 22.04 22.04 22.04 25.08 28.12 30.40 33.44 36.48
1.11% 19.76 19.76 19.76 19.76 19.76 19.76 19.76 19.76 19.76 22.04 25.08 28.12 30.40 33.44 36.48
1.09% 17.48 17.48 17.48 17.48 17.48 17.48 17.48 17.48 19.76 22.04 25.08 28.12 30.40 33.44 36.48
1.06% 15.20 15.20 15.20 15.20 15.20 15.20 15.20 17.48 19.76 22.04 25.08 28.12 30.40 33.44 36.48
1.04% 12.92 12.92 12.92 12.92 12.92 12.92 15.20 17.48 19.76 22.04 25.08 28.12 30.40 33.44 36.48
1.01% 10.64 10.64 10.64 10.64 10.64 12.92 15.20 17.48 19.76 22.04 25.08 28.12 30.40 33.44 36.48
0.99% 9.12 9.12 9.12 9.12 10.64 12.92 15.20 17.48 19.76 22.04 25.08 28.12 30.40 33.44 36.48
0.96% 7.60 7.60 7.60 9.12 10.64 12.92 15.20 17.48 19.76 22.04 25.08 28.12 30.40 33.44 36.48
0.94% 6.08 6.08 7.60 9.12 10.64 12.92 15.20 17.48 19.76 22.04 25.08 28.12 30.40 33.44 36.48
0.91% 4.56 6.08 7.60 9.12 10.64 12.92 15.20 17.48 19.76 22.04 25.08 28.12 30.40 33.44 36.48
10.45% 10.72% 11.00% 11.27% 11.54% 11.81% 12.08% 12.36% 12.63% 12.90% 13.38% 13.85% 14.33% 14.80% 15.28%
----------------------------------------------------------------------------------------------------------------------
Return on Equity
----------------------------------------------------------------------------------------------------------------------