Panhandle State Bank 2003-2005 Long-Term Executive Incentive Plan (as Amended March 4, 2005)
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Summary
Panhandle State Bank, through its parent Intermountain Community Bancorp, established this Long-Term Executive Incentive Plan to reward key executives for achieving specific long-term performance goals from 2003 to 2005. Executives are eligible for stock grants if the bank meets targets for return on equity and asset growth, with awards vesting in two installments in 2006 and 2007, provided the executive remains employed. The plan includes provisions for automatic vesting in cases of change in control, death, or disability. The Compensation Committee administers the plan and determines eligibility and payouts.
EX-10.7 2 v06535exv10w7.txt EXHIBIT 10.7 EXHIBIT 10.7 PANHANDLE STATE BANK 2003-2005 LONG TERM EXECUTIVE INCENTIVE PLAN PLAN DOCUMENT January 2003 AMENDED EFFECTIVE MARCH 4, 2005 TABLE OF CONTENTS
2 PANHANDLE STATE BANK 2003-2005 LONG-TERM INCENTIVE PLAN This document describes the 2003-2005 Long-Term Incentive Plan (the Plan) for Panhandle State Bank (the Bank). 1. PURPOSE. The purpose of the Plan is to provide motivation and direction to key executives to achieve the long-term strategic goals of the Bank. Specific objectives of the Plan include: - Support the Bank's long-term strategic plan. - Provide long-term orientation to decision making - Focus participants' attention on maximizing long-term shareholder value. 2. ADMINISTRATION. The Plan will be administered by the Compensation Committee of the Board of Directors of Intermountain Community Bancorp (the Committee). The Committee will assure that the Plan is implemented and maintained according to Plan provisions. 3. PLAN DESCRIPTION. The Plan will provide participants with long-term financial reward opportunities based on achieving minimum levels of long-term performance goals. The Plan consists of a matrix which will reward the participants providing the minimum long-term corporate goals are obtained, and, if achieved, stock grants will be provided to Plan participants such that fifty (50%) percent of the long-term reward will be provided to Plan participants in 2006 and the remaining fifty (50%) percent to be provided in 2007. The minimum performance levels are to be based upon a three (3) year running average of return on equity and net asset growth. 4. ELIGIBILITY. Participants in the Plan will include key members of the executive team of the Bank. The CEO of the Bank will recommend who participates in the Plan for Committee approval. The CEO will communicate such participation to each participant at the beginning of each Plan Performance Period. Participants must be continuously employed at the Bank for all three (3) years of the Long-Term Plan and must further remain employed until December 1, 2006, in order to receive the first half of the grant and continue to be employed until December 1, 2007, for the second half of the grant. Participants for the 2003-2005 Long-Term Plan are listed on Exhibit "A" of this Plan. 3 At the beginning of each calendar year, the CEO will review and, if appropriate, revise Plan participation for the remaining period of the Long-Term Plan. 5. SIZE OF AWARD OPPORTUNITIES. To be most effective, payout opportunities must be meaningful and competitive. To accomplish this, there has been established a matrix which will award participants for bank performance so long as minimum levels of return on equity and average asset growth over a three year period are met. If the Bank's performance is in excess of the minimums, the Plan's participant benefits will increase as performance increases. The performance matrix for each participant in this Plan is attached hereto as Exhibit "B". The stock grants awarded shall be adjusted for any stock splits/dividends issued during the term of the Plan. 6. PERFORMANCE CRITERIA AND GOALS. The performance criteria of consolidated average annual return on equity of Intermountain Community Bancorp and consolidated average annual asset growth of Intermountain Community Bancorp for the three-year period covering fiscal years 2003 through 2005 will support the maximization of long-term shareholder value. At the beginning of each fiscal year, the CEO will provide to the Committee the performance pursuant to the Plan for the prior calendar year. 7. PAYOUT SCHEDULE. The benefits, if any, to be paid to the executives shall vest such that fifty (50%) percent of the benefits are to be paid on December 1, 2006, and the remaining fifty (50%) percent to be paid on December 1, 2007. As a condition precedent to the award of any benefits pursuant to this Plan, the executive will be required to remain employed by the Bank at the time of the payout of benefits. 8. WITHHOLDING. The Bank shall deduct the regulatory tax withholding amounts from any earned awards that are paid, and participant shall be responsible for any tax implications associated with the award. 9. PAYMENT. Benefits to be awarded pursuant to this Plan, if any, shall be in the form of a stock grant to the executive according to the applicable matrix attached as Exhibit "B". 10. AUTOMATIC VESTING. If a change in control of Intermountain Community Bancorp occurs before the end of the 4 three-year period covering fiscal years 2003 through 2005, the stock grants awarded to participants under the Plan shall be determined as of the date the change in control occurred rather than as of the end of the three-year period. The stock grants shall be determined by the Committee based on Intermountain Community Bancorp's consolidated average annual return on equity and consolidated average annual asset growth through the most recent quarter end before the change in control occurred. If the most recent quarter end is an interim period, the Committee may make annualizing or other appropriate adjustments to consolidated average annual return on equity and consolidated average annual asset growth. The stock grants shall be similarly determined for any participant who dies or who becomes disabled (as determined by the Committee) before the end of the three-year period, based on consolidated average annual return on equity and consolidated average annual asset growth through the most recent quarter end before death or disability occurred. Once a participant's stock grant is determined after a change in control or after the participant's death or disability, the stock grant shall be paid to the participant as promptly as practicable, rather than according to the schedule set forth in section 7 (50% on December 1, 2006 and 50% on December 1, 2007), and the requirement that a participant remain employed through December 1, 2007 to claim entitlement to the full amount of his stock grant shall not apply. If a change in control occurs after December 31, 2005 or if the participant dies or becomes disabled after December 31, 2005 but before the stock grant is paid according to the schedule set forth in section 7, the stock grant shall likewise be paid to the participant as promptly as practicable and the requirement that the participant remain employed through December 1, 2007 to claim entitlement to the full amount of his stock grant shall not apply. For purposes of this section 10, the term change in control shall mean a change in the ownership of Intermountain Community Bancorp, a change in effective control of Intermountain Community Bancorp, or a change in the ownership of a substantial portion of the assets of Intermountain Community Bancorp, as those terms are defined in Internal Revenue Code section 409A or in regulations or guidance of general applicability issued by the Treasury Department under Section 409A of the Internal Revenue Code, including the Treasury Department's Notice 2005-1, Part IV.B (questions 11 through 14), contained in Internal Revenue Bulletin 2005-2 (January 10, 2005). For purposes of this section 10, the term disability means that, because of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of at least 12 months, the participant is unable to engage in any substantial gainful activity or the participant is receiving income replacement benefits for a period of at least three months under an accident and health plan covering employees of the Bank. The existence of disability shall be determined by the Committee. 11. NO GUARANTEE OF EMPLOYMENT. Nothing in the Plan or any Plan materials guarantees employment at the Bank. Further, this Plan should not be implied as any contract agreement. 12. MODIFICATION AND TERMINATION. The Committee has the right to amend or terminate the Plan at any time. However, 5 termination or modification of the Plan during a Performance Period will not negatively affect performance goals and payout opportunities up until the point of termination. 13. EXTRAORDINARY ITEMS. The Committee has the authority but no obligation to exclude any extraordinary accounting items such as changes in generally accepted accounting procedures, sales or major assets or regulatory changes. 14. TERMINATION. Participants must be continuously employed by the Bank throughout the 2003-2005 performance period and must further continue to be employed until December 1, 2006, in order to receive fifty (50%) percent of the benefits and December 1, 2007, in order to receive the balance of the benefits. Participants who become fully disabled or die during the long-term Plan will receive benefits pursuant to the Plan on a pro-rata basis based upon the performance results through the most recent quarter end. Participants who voluntarily or involuntarily terminate their employment prior to receiving benefits under this Plan shall forfeit automatically their rights to any award. 6 Exhibit "A" - Participants 2003 - 2005 Long Term Plan Curt Hecker Chief Executive Officer Jerry Smith President, Branch Administration Doug Wright Executive Vice President & Chief Financial Officer John Nagel Senior Vice President & Credit Administrator 7 PANHANDLE BANK Long-Term Incentive Program COMPANY TOTAL SHARES
PANHANDLE BANK Long-Term Incentive Program Executive - JS NUMBER OF SHARES
PANHANDLE BANK Long-Term Incentive Program Executive - DW NUMBER OF SHARES
PANHANDLE BANK Long-Term Incentive Program Executive - JN NUMBER OF SHARES
PANHANDLE BANK Long-Term Incentive Program Executive - CEO NUMBER OF SHARES