Exhibit 10.6
ROCKY FORD FEDERAL SAVINGS & LOAN ASSOCIATION
INCENTIVE COMPENSATION PLAN
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Adoption Agreement
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The Employer named below is hereby establishing an incentive compensation
plan having the terms and conditions set forth in the attached Basic Plan
Document, as modified by the elections made in this Adoption Agreement. The
Employer recognizes and affirms that by leaving any box or line blank in this
Adoption Agreement, the Employer has rejected the choice associated therewith.
I. General Information about the Plan
A. The name of this Plan is the Rocky Ford Federal Savings & Loan
Association Incentive Compensation Plan (the "Plan").
B. The effective date of the Plan is October 1, 1996 (the "Effective
Date").
C. The fiscal year for the Plan is the 12-month period ending September
30 (the "Plan Year"), with the initial Plan Year beginning on the
Effective Date and ending on September 30, 1997.
D. The Plan is contingent upon its approval by --
1. [_] The Employer's primary banking regulator.
2. [_] a stockholder vote sufficient to satisfy the requirements of
[_] SEC Rule 16b-3, and/or [ ] Section 422 of the Code.
3. [X] None of the above.
II. General Information about the Employer
A. The employer sponsoring the Plan is Rocky Ford Federal Savings & Loan
Association (the "Employer").
B. The address of the Employer is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇.
C. The Employer's taxpayer identification number is ▇▇-▇▇▇▇▇▇▇.
D. The telephone number of the Employer is (▇▇▇) ▇▇▇-▇▇▇▇.
E. The Employer directs that the following individual receive information
about the Plan: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer of the
Employer.
F. The committee (the "Committee") responsible for administering and
interpreting the Plan shall --
1. [X] consist of the following individuals: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, R.
▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇.
2. [_] be the Employer's Incentive Compensation Plan Committee, as
appointed by the Board from time to time, and shall consist
of the Company's non-employee directors.
G. The common stock to be reserved for issuance under the Plan shall be
N/A shares of common stock, par value $[ N/A ] per share, of Rocky
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Ford Federal Savings & Loan Association (the "Common Stock").
III. Eligibility and Participation
A. For each Plan Year, an individual will participate in the Plan if he
or she falls within any one of the following classes on a Participant
Determination Date:
1. [_] Each non-employee member of the Board ("Eligible Directors").
2. [_] Key Employees designated by the Board ("Eligible Key
Employees").
3. [X] Employees who are employed by the Employer ("Eligible
Employees").
B. The following date or dates will constitute Participant Determination
Dates:
1. [_] The first day of the Plan Year.
2. [_] The last day of the Plan Year.
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3. [X] Service is required on both of the above dates, unless the
Committee decides, in its sole and absolute discretion, to
waive either or both of these requirements for a select
Employee or Employees.
C. Notwithstanding the choices made in Items III. A. and III. B. hereof
the following persons or classes of persons shall participate in the Plan for
the fiscal year ending June 30, 1997: the top six officers of the Employer.
IV. Calculation of the Bonus Pool
A. For each Plan Year, the Bonus Pool will equal $30,000 times the ROAA
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Factor times the NPA Factor times the CAMEL Factor.
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B. The ROAA Factor will equal the ratio of the Employer's actual return
on average assets to its budgeted return on average assets for the
Plan Year.
C. The NPA Factor will be determined according to the following schedule:
NPA Ratio NPA Factor
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1.0% or Less 1.0
Between 1.0% and 2.0% Pro rata *
2.0% or More 0
* Calculated as one minus the ratio of (i) the actual NPA Ratio for
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the Plan Year minus 1.0% to (ii) 1.0%.
D. The CAMEL Rating Factor will be determined according to the following
schedule:
1. 1.20 for a CAMEL Rating of 1.
2. 1.00 for a CAMEL Rating of 2.
3. 0 for a CAMEL Rating of 3, 4, or 5.
E. Notwithstanding the foregoing: (1) if the ROAA is less than .40% for
any Plan Year, no Bonus Pool shall be created, and (2) in calculating
the ROAA or NPA Ratio for any Plan Year, the Committee shall have the
discretion to take into account or to disregard any extraordinary
financial events.
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V. Incentive Awards
A. For each Plan Year, Bonuses will be paid in accordance with Section
4.01 and the following elections (unless otherwise provided by the
Committee):
1. [_] Each Eligible Director will receive a Bonus equal to the
quotient obtained by dividing (i) 15% of the Bonus Pool for
the Plan Year, by (ii) the number of Eligible Directors.
2. [X] The Chief Executive Officer of the Employer will receive a
Bonus equal to 50% of the Bonus Pool, and each of the other
Eligible Employees will receive a bonus equal to the multiple
of (i) 50% of the Bonus Pool times (ii) the ratio that the
Eligible Employee's Compensation bears to the total
Compensation of all Eligible Employees other than the Chief
Executive Officer.
B. For each Plan Year, Restricted Stock Awards will be made in accordance
with Section 4.02 and the following elections:
1. [_] Each Eligible Director will receive a Restricted Stock Award
of Shares having a Market Value on the date of the award
equal to ___% of the Bonus he or she receives for the Plan
Year.
2. [_] Each Eligible Key Employee will receive a Restricted Stock
Award of Shares having a Market Value on the date of the
award equal to ___% of the Bonus he or she receives for the
Plan Year.
3. Each Restricted Stock Award shall become vested at the rate of
___% per Year of Service, provided that vesting will accelerate
to 100% upon a Change in Control or the Participant's termination
of service with the Employer due to his death, Disability or
retirement at or after age __.
C. For each Plan Year, Options will be granted in accordance with Section
4.03 and the following elections:
1. [_] Each Eligible Director will receive an Option to purchase a
number of Shares equal to ___% of the number of Shares
subject to the Participant's Restricted Stock Award for the
Plan Year.
2. [_] Each Eligible Key Employee will receive an Option to purchase
a number of Shares equal to ___% of the number of Shares
subject to the Participant's Restricted Stock Award for the
Plan Year.
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3. Each Option will become exercisable at the rate of ___% per Year
of Service, but will become immediately exercisable upon a Change
in Control or termination of the Participant's service due to
death, Disability, or retirement or after age _______.
VI. Deferred Compensation
A. Who may make deferred compensation elections in accordance with
Article V of the Basic Plan Document?
1. [X] Non-employee Directors.
2. [X] The following Key Employees: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
B. What investments may Participants select for the rate of return on
their deferred compensation?
1. [X] The highest interest rate being paid by the Employer on
12-month certificates of deposit.
2. [X] The rate of return on Common Stock.
3. [_] Other:______________________________________.
C. How does this deferred compensation program affect any existing
deferred compensation program maintained by the Employer?
1. [X] There is no existing non-qualified deferred compensation
program.
2. [_] The existing deferred compensation program will not be
affected by the adoption of the Plan.
3. [_] The existing deferred compensation program will remain in
effect, but only for amounts deferred prior to __________
___, 19___.
D. How will fee deferrals subject to Article V of the Plan be held until
distributed to Participants?
1. [X] As part of the Employer's general assets.
2. [X] In a grantor ("rabbi") trust.
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VII. Miscellaneous Provision
A. Section _____ of this Adoption Agreement shall be modified in the
following manner:
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B. Section _____ of this Adoption Agreement shall be modified in the
following manner:
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WHEREFORE, on this ____ day of _______, 1997, the Employer hereby executes
this Adoption Agreement, and thereby establishes the Plan upon the terms and
conditions set forth herein and in the Basic Plan Document.
ROCKY FORD FEDERAL SAVINGS &
LOAN ASSOCIATION
By
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Its President
Witness:
------------------------- [SEAL]
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ROCKY FORD FEDERAL SAVINGS & LOAN ASSOCIATION
INCENTIVE COMPENSATION PLAN
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Basic Plan Document
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ROCKY FORD FEDERAL SAVINGS & LOAN ASSOCIATION
INCENTIVE COMPENSATION PLAN
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Basic Plan Document
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Table of Contents
Page
ARTICLE I. General Provisions..................................... 1
ARTICLE II. Definitions............................................ 1
ARTICLE III. Eligibility and Participation.......................... 4
ARTICLE IV. Benefits............................................... 5
ARTICLE V. Deferred Compensation.................................. 7
ARTICLE VI. Plan Administration.................................... 8
ARTICLE VII. Amendment and Termination.............................. 9
ARTICLE VIII. General Provisions..................................... 9
ROCKY FORD FEDERAL SAVINGS & LOAN ASSOCIATION
INCENTIVE COMPENSATION PLAN
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Basic Plan Document
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ARTICLE I. GENERAL PROVISIONS
1.01 Purpose. This Basic Plan Document and the Adoption Agreement
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executed by the Employer together establish the Plan, which is being implemented
and maintained for the purpose of providing select Directors, Key Employees, and
Employees with incentive compensation in the form of Bonuses, Stock Options, and
Restricted Stock in the event the Employer meets certain performance goals
indicative of its profitability and stability in comparison to other financial
institutions in its Peer Group.
1.02 Construction. The Employer intends that the Plan be an unfunded
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plan maintained primarily for the purpose of providing Incentive Awards, and
that the Plan not constitute an "employee benefit plan" within the meaning of
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ERISA. Notwithstanding the foregoing, it is intended that Article V of the Plan
shall be maintained primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated employees within the
meaning of Section 201(2) of ERISA. The Plan shall be administered, construed,
and interpreted in a manner consistent with the purpose and intent set forth in
this Section.
1.03 Effective Date. The Plan shall become effective on July 1, 1996.
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ARTICLE II. DEFINITIONS
Unless the context clearly requires otherwise, the terms defined in this
Article II shall, for all purposes of this Plan, have the respective meanings
specified in this Article II.
2.01 "Adoption Agreement" means the Adoption Agreement executed by the
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Employer.
2.02 "Basic Plan Document" means this Basic Plan Document associated with
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the Rocky Ford Federal Savings & Loan Association Incentive Compensation Plan.
2.03 "Beneficiary" means the person or persons designated as a
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Participant's beneficiary or beneficiaries in accordance with Section 4.07
hereof or a Participant's deferred compensation agreement.
2.04 "Board" means the Employer's Board of Directors.
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2.05 "Bonus Pool" has the meaning set forth in the Adoption Agreement.
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2.06 "Bonuses" mean cash bonuses payable to Participants pursuant to
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Section 4.01 hereof.
2.07 "CAMEL Rating" means the most recent CAMEL rating given for its
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safety and soundness.
2.08 "Cause" means personal dishonesty, incompetence, willful misconduct,
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breach of 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 or 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 Employer. A determination of "Cause" shall be made by the
Committee within its sole discretion.
2.09 "Change in Control" means (i) in the case of a stock institution,
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the acquisition of beneficial ownership of 25% or more of any Employer's
outstanding voting stock, and (ii) in the case of a mutual institution, a change
in the Board such that as the result of a merger or other business combination,
the persons who were Directors at any time during the one-year period before the
transaction cease to constitute a majority of the Board of the Employer or its
successor.
2.10 "Code" means the Internal Revenue Code of 1986, as amended from time
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to time. References to a Code section shall include any comparable section or
sections of future legislation that amends, supplements or supersedes such
section.
2.11 "Committee" means the committee specified in the Adoption Agreement.
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In the absence at any time of a duly appointed committee, the Plan shall be
administered by those members of the Employer's Board who are "disinterested
persons" within the meaning of Rule 16b-3.
2.12 "Common Stock" means the common stock identified in the Adoption
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Agreement.
2.13 "Compensation" means (i) in the case of an Employee, the Employee's
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base salary for the Plan Year, as in effect on the last day of the Plan Year,
and (ii) in the case of a Director who is not an Employee, the total fees that
the Director receives for service on the Board during the Plan Year.
2.14 "CRA" means the rating that the Employer or its primary banking
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subsidiary receives for compliance with the Community Reinvestment Act, as
amended from time to time, and for any particular Plan Year shall mean the most
recent CRA Rating as of the last day of the Plan Year.
2.15 "Director" means any member of the Board.
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2.16 "Disability" means a physical or mental condition that is expected
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to be of indefinite duration and to substantially impair the ability of a
Participant to fulfill his duties to the Employer.
2.17 "Eligible Director", "Eligible Employee", and "Eligible Key
----------------- ----------------- ------------
Employee" shall have the meaning set forth in the Adoption Agreement.
2.18 "Employee" means any individual who performs service for any
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Employer and who is treated as an employee for payroll tax purposes.
2.19 "Employer" has the meaning set forth in the Adoption Agreement.
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2.20 "ERISA" means the Employee Retirement Income Security Act of 1974,
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as amended from time to time.
2.21 "Factors" mean, collectively, the factors identified in the Adoption
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Agreement as being determinant of the Bonus Pool. When used in the singular,
Factor means any Factor identified in the Adoption Agreement.
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2.22 "Incentive Awards" mean any benefits provided pursuant to Article IV
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hereof, as modified by the Adoption Agreement.
2.23 "Market Value" means the fair market value of a Share on the date of
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an Incentive Award, and shall be determined by the Committee in its discretion,
provided that --
(i) if the Common Stock is listed on a national securities exchange
(including the Nasdaq National Market System or SmallCap Market), Market
Value means the average of the highest and lowest selling prices on the
exchange on the most recent date on which a sale occurred; and
(ii) if the Common Stock is traded otherwise than on a national
securities exchange but bid and asked prices are available, Market Value
means the average of its bid and asked price on the most recent date on
which there was a bid and asked price.
2.24 "NPA Ratio" means nonperforming loans (loans over 90 days delinquent
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and real estate owned) as a percentage of the Employer's total assets as of the
last day of the Plan Year, as determined by the Committee in accordance with
generally accepted accounting principles.
2.25 "Option" a stock option that is granted pursuant to Section 4.03
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hereof.
2.26 "Participant" means an individual who has received an Incentive Award
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pursuant to Article IV hereof or has made a deferred compensation election
pursuant to Article V hereof.
2.27 "Participant Determination Date" has the meaning set forth in the
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Adoption Agreement.
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2.28 "Peer Group" means the group of publicly-traded financial
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institutions identified in the Adoption Agreement.
2.29 "Peer Group Adjustment Factor" means with respect to each Factor
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other than the NPA Factor, the ratio of the median Factor for the Peer Group for
the current Plan Year to the median Factor for the Peer Group for the
immediately preceding Plan Year, and the converse of this ratio for the NPA
Factor.
2.30 "Plan" means the Employer's Incentive Compensation Plan, as
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established by the Employer's execution of the Adoption Agreement.
2.31 "Restricted Stock Award" means an award pursuant to Section 4.02
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hereof.
2.32 "ROAA" means return-on-average assets, as determined by the Committee
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(i) in accordance with generally accepted accounting principles, and (ii) on a
pre-dividend, pre-loan loss reserve, and pre-Plan payment basis.
2.33 "Safety and Soundness Factor" has the meaning set forth in the
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Adoption Agreement.
2.34 "Share" means one share of Common Stock.
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2.35 "Year of Service" means the number of full 12-month periods, measured
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from the date of an Incentive Award and each anniversary of that date during
which a Participant has remained in the service of the Employer.
ARTICLE III. ELIGIBILITY AND PARTICIPATION
The Committee shall make determinations of eligibility and participation in
accordance with the Adoption Agreement. The Committee shall have the
discretion, before a new Plan Year begins, to change (i) the employees
participating in the Plan, and/or (ii) the formula for calculating the Bonus
Pool.
ARTICLE IV. BENEFITS
As soon as practicable after the end of the Plan Year, the Committee shall
make the Incentive Awards provided for in this Article IV.
4.01 Bonuses. In accordance with the Adoption Agreement, the Committee
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shall determine the Bonuses payable to Eligible Directors, Eligible Employees,
and Eligible Key Employees, and shall promptly notify the Employer of the
Bonuses to be paid to such individuals. Notwithstanding the foregoing, the
Committee shall, except under extraordinary circumstances, proportionately
reduce the Bonuses paid hereunder for the Plan Year to the extent necessary to
ensure that the aggregate amount paid as Bonuses does not jeopardize the status
of the Employer (or its primary banking subsidiary) as a well-capitalized
institution.
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4.02 Restricted Stock Award. To the extent, if any, required under the
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Adoption Agreement, the Committee shall make Restricted Stock Awards to Eligible
Directors and Eligible Key Employees, and shall promptly provide each recipient
of an award with a notice thereof.
(a) General Vesting Rule. The Shares subject to a Restricted Stock
Award shall become vested and nonforfeitable according to the schedule set forth
in the Adoption Agreement. The Employer shall deliver to the Committee all
Shares subject to Restricted Stock Awards, and the Committee shall hold such
Shares in escrow until they are transferred to Participants in accordance with
this Section. In this regard, the relationship of the Committee to the Employer
shall be that of agent to principal.
(b) Exception for Change in Control or Termination due to Death or
Disability. Notwithstanding the vesting schedule set forth in the Adoption
Agreement, all Shares subject to a Participant's Restricted Stock Award shall
become fully (100%) vested upon the date of a Change in Control, or the
Participant's termination of service with the Employer due to his death or
Disability. Such Shares shall be transferred to the Participant (or, in the
event of his death, his Beneficiary) as soon as practicable after the event that
accelerates vesting hereunder.
(c) Accrual of Dividends. Whenever the Committee transfers Shares to
a Participant or Beneficiary under this Section, such Participant or Beneficiary
shall also be entitled to receive, with respect to each Share transferred, both
an amount equal to any cash dividends declared and paid between the date the
relevant Restricted Stock Award was initially granted to the Participant and the
date the Shares are being transferred. The Participant shall also receive the
net earnings, if any, that are attributable to any cash dividends so paid out.
(d) Timing of Distributions. The Committee shall transfer the Shares
subject to a Restricted Stock Award to the Participant or his Beneficiary, as
the case may be, as soon as practicable after the later of (i) the date they
have become fully vested and nonforfeitable, or (ii) the date of distribution
that the Participant elects in writing on a form and in a manner that is both
acceptable to the Committee and delivered to the Committee within the 30-day
period after the Participant receives the Restricted Stock Award covering such
Shares. Any election that a Participant makes hereunder shall be irrevocable.
(e) Form of Distribution. Whenever a Participant becomes entitled to
receive Shares in accordance herewith, the Committee shall transfer such Shares,
together with any Shares representing stock dividends, in the form of Common
Stock. One Share of Common Stock shall be given for each Share earned.
Payments representing cash dividends (and earnings thereon) shall be made in
cash.
(f) Voting of Shares held in Escrow. After a Restricted Stock Award
has been granted hereunder, the Committee shall vote the Shares subject thereto
in the manner directed by the Board, and otherwise in the manner determined by
the Committee in its sole discretion.
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4.03 Stock Options. To the extent, if any, required under the Adoption
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Agreement, the Committee shall grant Options to Eligible Directors and Eligible
Key Employees, and shall promptly provide each recipient of an Option with a
stock option agreement specifying the terms and conditions of the Option;
provided that each Option shall have an exercise price per Share equal to its
Market Value on the date of the grant, shall become exercisable in accordance
with the schedule set forth in the Adoption Agreement, and shall expire on the
earlier of ten years after the date of its grant, and --
(a) two years after a Participant's service with the Employer
terminates due to his death;
(b) immediately upon the Participant's termination of service for
Cause;
(c) three months after a Participant's service with the Employer
terminates for a reason other than death or Cause.
Notwithstanding the provision of any Option which provides for its exercise
in installments, all Options outstanding on the date of a Change in Control
shall become immediately exercisable.
4.04 Revocation for Cause. Notwithstanding anything herein to the
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contrary, if the Participant is discharged from service with the Employer for
Cause or is discovered after termination of service to have engaged in conduct
that would have justified termination for Cause, the Committee may immediately
revoke, rescind, and terminate any Incentive Award made under this Plan to the
extent a Participant has not collected a Bonus, exercised an Option, or received
Shares upon the vesting of a Restricted Stock Award.
4.05 Duty of the Committee. The Committee shall have no responsibility to
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Participants other than (i) to inform the Employer, as soon as practicable after
the end of each Plan Year, in writing, as to the Bonuses to be provided, (ii) to
provide Eligible Directors and Eligible Key Employees with stock option
agreements and Restricted Stock Awards, and (iii) to follow such reasonable
directions as the Employer shall make as to the provision of such Incentive
Awards to Participants.
4.06 Minority, Disability, or Incompetency. If any Incentive Award
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becomes payable or transferable under this Plan to a minor, to a person under
legal disability or to a person not adjudicated incompetent but who the
Committee in its discretion determines to be incapable by reason of illness or
mental or physical disability of managing his financial affairs, the Committee
may direct that such Incentive Award be paid or transferred to the legal
representative or custodian of such person or to any relative or friend of such
person, or that such amount be paid directly for such person's support and
maintenance. Payments so made in good faith shall completely discharge the
Committee and the Employer of any and all obligations and liabilities with
respect to such Incentive Awards.
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4.07 Designation of Beneficiary. A Participant may file with the Committee
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a written designation of a Beneficiary who is to receive his or her vested
benefits in the event of the Participant's death prior to his or her collection
of said benefits. Such designation of Beneficiary may be changed at any time by
written notice to the Committee. The designation last filed with the Committee
shall be controlling. In the event of the death of a Participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of the Participant's death, the Participant's estate shall be deemed to be
the Beneficiary for purposes of this Plan.
4.08 Source of Benefits. To the extent required under the Adoption
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Agreement, the Employer shall pay Bonuses out of its general assets, provided
that the Board may in its discretion establish and fund a grantor trust meeting
the requirements of Revenue Procedure 92-64, as amended or revised from time to
time. Nothing contained in the Plan itself shall constitute, or be treated as,
a trust or create any fiduciary relationship (other than the Committee's
retention of Shares in escrow pursuant to Section 4.02) . Except to the extent
provided in Section 4.02 the Employer, shall be under any obligation to
segregate any assets for the purpose of providing Incentive Awards, and no
person or entity which is entitled to payment under the terms of the Plan shall
have any claim, right, security interest, or other interest in any fund, trust,
account, insurance contract, or asset of the Employer. To the extent that a
Participant or any other person acquires a right to receive any Benefit under
the Plan, such right shall be limited to that of a recipient of an unfunded,
unsecured promise to pay amounts in the future and the Participant's (or other
person's) position with respect to such amounts shall be that of a general
unsecured creditor.
4.09 Shares Subject to the Plan. Except as otherwise required hereunder,
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the aggregate number of Shares deliverable to Participants pursuant to the Plan
shall not exceed the number of Shares designated in the Adoption Agreement.
Such Shares may either be authorized but unissued Shares or Shares held in
treasury. The number and kind of shares which may be purchased or issued under
the Plan, and the number and kind of shares subject to outstanding Incentive
Awards, shall be equitably adjusted for any increase, decrease, change, or
exchange of Shares for a different number or kind of shares or other securities
of the Company or another company which results from a merger, consolidation,
recapitalization, reorganization, reclassification, stock dividend, split-up,
combination of shares, or similar event in which the number or kind of shares is
changed (including a transaction in which the Employer is not the surviving
entity). In addition, the Committee shall have the discretionary authority to
impose on the Shares subject to Incentive Awards such restrictions as the
Committee may deem appropriate or desirable, including but not limited to a
right of first refusal, or repurchase option, or both of these restrictions.
If an Option should expire, become unexercisable or be forfeited for any
reason without having been exercised in full, or if a Restricted Stock Award
should be forfeited for any reason, the Shares subject to such Options or
Restricted Stock Award shall, unless the Plan shall have been terminated, be
available for the grant of additional Options or Restricted Share Awards under
the Plan.
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ARTICLE V. DEFERRED COMPENSATION
This Article of the Plan establishes a deferred compensation program for
Participants, subject to the terms and conditions provided in this Basic Plan
Document and in the Adoption Agreement. In addition, the terms and conditions
of the Deferred Compensation attached as Exhibit "A" are incorporated herein by
reference, and may not be changed except through affirmative Board action in
accordance with Article VII hereof.
5.01 General Deferral Procedure. In accordance with this Article, the
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individuals specified in the Adoption Agreement may elect, within 30 days of
becoming a Participant or in advance of any October 1st, to defer all or any
portion of the fees and/or salary otherwise payable to him from any Employer, in
cash, for any future Plan Year in which the Plan is in effect. Deferred amounts
shall be credited by the Employer at the end of each calendar quarter, in
accordance with the terms of the deferred compensation agreement entered into
between the Participants and the Employer that would otherwise pay the
Participant cash compensation.
The funds so credited quarter-annually shall be credited by the Employer to
a bookkeeping account ("Deferral Account") in the name of each Participant
according to the terms of the Participant's deferred compensation agreement. In
addition to the funds deferred quarter-annually and credited to the Deferral
Accounts of Participants, the Employer shall adjust each Account at the end of
each Plan Year (i) to credit the Participant's Deferral Account with the
appreciation or depreciation that would have occurred if the Deferral Account
had been invested in the manner that the Participant selects in the deferred
compensation agreement from among the measures selected by the Employer in the
Adoption Agreement.
5.02 Distributions to Participants. A Participant's Deferral Account shall
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be paid, in cash, in accordance with those terms set forth in his deferred
compensation agreement which are applicable to the deferred amounts. If a
Participant should die before receiving all deferred compensation benefits
payable under this Article, then such payment(s) shall be made to the
Participant's Beneficiary.
5.03 Agreements. Deferred compensation agreements made hereunder shall be
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prospective only and shall be irrevocable with respect to amounts deferred
pursuant thereto, except that a Participant may at any time and from time to
time (i) change the Beneficiary designated therein, (ii) prospectively change
the investment selection applicable to his Deferral Account, and/or (iii) file a
deferred compensation agreement which supersedes a prior deferred compensation
agreement as to amounts deferred on or after the October 1st which coincides
with or next follows execution of the superseding agreement. In addition, a
Participant may at any time file a written notice with the Employer pursuant to
which the Participant ceases future accruals as soon as practicable after the
Employer receives such notice.
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ARTICLE VI. PLAN ADMINISTRATION
6.01 The Committee. In its sole and absolute discretion, which discretion
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when exercised shall be final and binding on all parties affected thereby, the
Committee shall have the authority and the responsibility to control the
administration and operation of the Plan in accordance with its terms including,
without limiting the generality of the foregoing, the powers and duties: (i) to
interpret, apply, and administer the Plan, to decide all questions of
eligibility, participation, status, benefits, and rights of Participants and
Beneficiaries under the Plan; (ii) to establish and amend such rules and
procedures as it deems necessary or appropriate to the proper administration of
the Plan; (iii) to employ or retain such agents as it deems necessary or
advisable to assist in the administration of the Plan, and to delegate to the
extent permitted by applicable law such powers and duties as it deems necessary
or advisable, (iv) to prepare and file all statements, returns, and reports
required to be filed by the Plan with any agency of government; (v) to comply
with all requirements of applicable state and federal law including applicable
securities, labor, and tax law; and (vi) to perform all functions otherwise
assigned to it under the terms of the Plan.
6.02 Claims Procedure. Claims for Benefits under the Plan shall be filed
----------------
in writing with the Committee. Written notice of the Committee's disposition of
a claim generally shall be furnished to the claimant within 60 days after the
application therefor is filed. However, if special circumstances exist of which
the Committee notifies the claimant within such 60 day period, the Committee may
extend such period to the extent necessary, but in no event beyond 180 days
after the claim is filed. In the event the claim is denied, the reasons for the
denial shall be specifically set forth in writing, pertinent provisions of the
Plan shall be cited and, where appropriate, an explanation as to how the
claimant can perfect the claim will be provided. Any claimant who has been
denied a Benefit shall be entitled, upon request to the Committee, to appeal the
denial of his claim within 60 days following the Committee's determination
described in the preceding sentence. Upon such appeal, the claimant, or his
representative, shall be entitled to examine pertinent documents, submit issues
and comments in writing to the Committee, and meet with the Committee. The
Committee shall review its decision and issue a final decision to the claimant
in writing, generally within 60 days following such appeal. However, if special
circumstances exist of which the Committee notifies the claimant within such 60
day period, the Committee may extend such period to the extent necessary, but in
no event beyond 120 days following such appeal.
ARTICLE VII. AMENDMENT AND TERMINATION
The Employer, acting by its Board, reserves the right at any time to
terminate or amend the Plan in any manner and for any reason; provided, that no
amendment or termination shall, without the consent of the Participant or, if
applicable, the Beneficiary, either (i) adversely affect such Participant's or
Beneficiary's rights with respect to Benefits accrued as of the date of such
amendment or termination, or (ii) suspend or terminate the Plan during a Plan
Year without providing for both advance written notice to Participants and the
payment of Benefits for the portion of the Plan Year during which the Plan was
in effect.
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ARTICLE VIII. GENERAL PROVISIONS
8.01 Prohibition Against Alienation. Benefits payable to a Participant or
------------------------------
Beneficiary under the terms of this Plan shall not be subject in any manner to
alienation, anticipation, sale, transfer, assignment, pledge, hypothecation,
attachment, receivership, or encumbrance of any kind, nor shall it pass to any
trustee in bankruptcy or be reached or applied by any legal process for the
payment of any obligations of the Participant or Beneficiary, except at such
times and in such manner as provided in this Plan.
8.02 No Enlargement of Employment Rights. Nothing contained in this Plan
-----------------------------------
shall give or be construed as giving any Employee or Director the right to be
retained in the service of any Employer, or shall interfere with the right of
any Employer to discharge or otherwise terminate any Employee's or Director's
service at any time.
8.03 Gender. Whenever any masculine terminology is used in this Plan, it
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shall be taken to include the feminine, unless the context otherwise indicates.
8.04 Applicable Law. This Plan shall be construed and regulated, and its
--------------
validity and effect and the rights hereunder of all parties interested shall at
all times be determined, in accordance with the laws of the State of Colorado,
except to the extent such state law is preempted by federal law.
8.05 Titles and Headings. The titles and headings included herein are
-------------------
included for convenience only and shall not be construed as in any way affecting
or modifying the text of this Plan, which text shall control.
8.06 Withholding. The Committee and each Employer reserve the right to
-----------
withhold from payments of Bonuses and other Incentive Awards such amounts of
income, payroll, and other taxes as it deems advisable or required, and if the
amount of such cash payment is not sufficient, the Committee or any Employer may
require that the Participant or Beneficiary pay the amount required to be
withheld as a condition of delivering Bonuses or other Incentive Awards.
8.07 Stockholder Approval. The effectiveness of this Plan shall be
--------------------
contingent on its approval by the favorable vote of the holders of the Common
Stock, only to the extent required under federal or state law or the Adoption
Agreement. Any Incentive Awards made prior to the receipt of such approval
shall be contingent thereon. Section 4.01 and Article V of the Plan shall be
effective whether or not the Plan receives stockholder approval.
-10-
Exhibit "A"
ROCKY FORD FEDERAL SAVINGS & LOAN ASSOCIATION
INCENTIVE COMPENSATION PLAN
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Deferred Compensation Agreement
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AGREEMENT, made this ____ day of ________, 199_, by and between
_______________ (the "Participant"), and Rocky Ford Federal Savings & Loan
Association (the "Employer").
WHEREAS, Rocky Ford Federal Savings & Loan Association has established the
Rocky Ford Federal Savings & Loan Association Incentive Compensation Plan (the
"Plan"), and the Participant is eligible to make a deferred compensation
election pursuant to Article V of said Plan;
NOW THEREFORE, it is mutually agreed as follows:
1. The Participant, by the execution hereof, agrees to participate in the
Plan upon the terms and conditions set forth therein, and, in accordance
therewith, makes the following elections:
a. The Participant hereby elects to defer ______ percent (____%) of the
fees/salary and _____ percent (____%) of bonus compensation otherwise earned
from the date of this Agreement forward.
b. Until distributed to the Participant, the amounts deferred pursuant
hereto shall appreciate or depreciate for each Plan Year as though they were
invested as follows:
___% in a fund having the highest interest rate which the Employer pays
on certificates of deposit having a term of one year.
___% in a fund invested in common stock of Rocky Ford Financial, Inc.
c. The amounts deferred and any related accumulated income on such
deferrals shall be distributed, in cash, beginning on the first day of the month
following the Participant's _____ termination of service with the Employer,/*/
______ attainment of age ______, OR ______ the later to occur of these events.
d. The Participant hereby elects to have the amount deferred
hereunder and any earnings attributable thereto be distributed as follows: _____
one lump sum, OR _____ substantially equal annual (____ monthly) payments over a
period of ______ years.
--------------------
/*/ The Participant shall be treated as having terminated service upon ending
all duties and positions with the Employer (including those of an honorary
director).
Rocky Ford federal Savings & Loan Association
Deferred Compensation Election
Page 2 of 2
2. The Participant hereby designates _______________________ to be his or
her beneficiary and to receive the balance of any unpaid deferred compensation
and related earnings.
3. With respect to amounts deferred while this Agreement is in effect,
the elections made hereunder shall be irrevocable, except that a Participant may
at any time and from time to time prospectively change (i) the investment
election made in paragraph 1.b. hereof, and (ii) the beneficiary designation
made in paragraph 2 hereof. A Participant may at any time file a new agreement
that supersedes this Agreement with respect to amounts earned from the date of
the superseding agreement forward.
4. The Employer agrees to make payment of the amount due the Participant
in accordance with the terms of the Plan and the elections made by the
Participant herein.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the
day and year first above-written.
PARTICIPANT
-------------------------
Participant
EMPLOYER
ROCKY FORD FEDERAL SAVINGS & LOAN
ASSOCIATION
By
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Its
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A-2