UNITED COMMUNITY FINANCIAL CORP. & THE HOME SAVINGS AND LOANCOMPANY OF YOUNGSTOWN, OHIO EXECUTIVE INCENTIVE PLAN ADOPTED: March 26, 2013

EX-10.1 2 d512241dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

UNITED COMMUNITY FINANCIAL CORP. &

THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO

EXECUTIVE INCENTIVE PLAN

ADOPTED: March 26, 2013

The United Community Financial Corp.’s (the “Company”) Executive Incentive Plan (“EIP”) provides incentive compensation awards to certain executive officers, which at the time of adoption of the EIP included Patrick W. Bevack, President and CEO of the Company and the Company’s wholly-owned subsidiary, The Home Savings and Loan Company of Youngstown, Ohio (“Home Savings”), James R. Reske, Treasurer and Chief Financial Officer of the Company and Executive Vice President of Home Savings, Jude J. Nohra, General Counsel and Secretary of the Company and Senior Vice President, General Counsel and Secretary of Home Savings, Gregory G. Krontiris, Senior Vice President and Chief Lending Officer of Home Savings, Matthew T. Garrity, Senior Vice President and Chief Credit Officer of Home Savings and Timothy W. Esson, Senior Vice President, Chief Financial Officer and Treasurer of Home Savings. Executive incentive awards are based upon the actual performance of the Company for a given year by comparing the 12 months ended September 30 to the actual performance of the peer group (see below) during the same 12 month period. See the “Weightings” table below.

The Compensation Committee and the Board of Directors previously developed a peer group, which it periodically reviews and revises as necessary. The peer group currently includes the following eighteen (18) organizations:

Peer Group:

 

Community Trust Bancorp, Inc. (CTBI)

   Macatawa Bank Corporation (MCBC)

BankFinancial Corp (BFIN)

   MainSource Financial Group, Inc. (MSFG)

CFS Bancorp (CITZ)

   Mercantile Bank Corporation (MBWM)

ESB Financial Corporation (ESBF)

   Metro Bancorp, Inc. (METR)

Farmers Capital Bank Corporation (FFKT)

   Old Second Bancorp, Inc. (OSBC)

First Defiance Financial Corp. (FDEF)

   Peoples Bancorp Inc. (PEBO)

First Financial Corporation (THFF)

   Porter Bancorp, Inc. (PBIB)

Independent Bank Corporation (IBCP)

   S. Y. Bancorp, Inc. (SYBT)

Lakeland Financial Corporation (LKFN)

   Univest Corporation of Pennsylvania (UVSP)

In order for any awards to be made under the EIP for a calendar year’s performance, the Company must report positive net income for that calendar year ended December 31, calculated in accordance with GAAP, but adjusted to exclude the effect of extraordinary items. If this threshold is met, incentive awards will be calculated based upon the Company’s performance against its peers in five of the six weighted performance measures. Performance against the peer group is only measured against five of the six weighted performance measures because performance against budgeted net income is intrinsic to UCFC. See the “Weightings” table below.

The target and maximum incentive awards, respectively, measured as a percentage of base salary are as follows: Mr. Bevack—50%, 100%; and Messrs. Esson, Garrity, Krontiris, Nohra and Reske—40%, 80%. Once the award under the EIP is calculated, it is paid 60% in cash and 40% in restricted stock or stock options. The restricted stock or stock option awards will be awarded under the Amended and Restated United Community Financial Corp. 2007 Long-Term Incentive Plan and vest equally over three years, beginning on the first anniversary of the award.

The calculation of the incentive awards under the EIP is as follows. First, it must be determined where the Company’s actual performance falls in comparison to the peer group for each of the six performance measures. The comparison is based upon percentiles that correspond to a threshold level for that performance measure. See the “Threshold Levels” table below.


Threshold Levels:

 

   

Overall Profitability

 

Growth Rate

 

Asset Quality

Level

 

Core

ROAE

 

Core

ROAA

 

Net Income

Budget

 

Core Deposit

Growth

 

Texas

Ratio

 

NCOs/

Average

Loans

1

  <25th Pct   <25th Pct   70% of Budget   <25th Pct   <25th Pct   <25th Pct

2

  25th   25th   75%   25th   25th   25th

3

  30th   30th   80%   30th   30th   30th

4

  35th   35th   85%   35th   35th   35th

5

  40th   40th   95%   40th   40th   40th

6

  Median   Median   100%   Median   Median   Median

7

  55th   55th   105%   55th   55th   55th

8

  60th   60th   115%   60th   60th   60th

9

  65th   65th   120%   65th   65th   65th

10

  70th   70th   125%   70th   70th   70th

11

  >75th Pct   >75th Pct   130%   >75th Pct   >75th Pct   >75th Pct

Definitions:

 

   

Pct: Percentile Rank within defined Peer Group

 

   

“Core” ROAE and ROAA: GAAP performance excluding extraordinary items;

 

   

Core Deposit Growth: Total Deposits less time deposits;

 

   

Texas Ratio: Nonperforming Assets divided by sum of Tangible Common Equity plus Loan Loss Reserve; and

 

   

“NCOs”: means Net charge offs.

The Committee maintains flexibility and discretion to conduct the evaluation and measurement of “Core” ROAE and ROAA on either a pre- or post-tax basis, depending upon the Committee’s determination as to which method provides the best comparison of the peer group and most appropriately reflects the goals of the EIP and the Board’s compensation philosophy.

Then, the threshold level achieved is used to determine the bonus percentage for that performance measure based upon the executive officer’s position. See the “Bonus Percentages” table below.

Bonus Percentages as Percent of Base Compensation:

 

Threshold

Level

   Pres/CEO
Group 1
    EVP/SVP’s
Group 2
   

Actual Performance versus Peers

1

     0.0     0.0   Below 25th Percentile

2

     10.0     8.0   Above 25th percentile

3

     20.0     16.0   Above 30th percentile

4

     30.0     24.0   Above 35th Percentile

5

     40.0     32.0   Above 40th Percentile

6

     50.0     40.0   At or Above Median

7

     60.0     48.0   Above 55th Percentile

8

     70.0     56.0   Above 60th Percentile

9

     80.0     64.0   Above 65th Percentile

10

     90.0     72.0   Above 70th Percentile

11

     100.0     80.0   At or Above 75th Percentile

The bonus percentage is multiplied by the performance measure’s assigned weighting and by the executive’s base salary to determine what amount, if any, is awarded for the Company’s actual performance for that


performance measure. The amount earned for each performance measure is added together to determine the total incentive award under the EIP.

Weightings for Performance Measures:

 

Profitability    Weight  
     40.0
  

 

 

 

ROAE

     5.0

ROAA

     25.0

Budget Net Income

     10.0

Growth

     10.0
  

 

 

 

Core Deposit Growth

     10.0

Asset Quality

     50.0
  

 

 

 

Texas Ratio

     40.0

NCOs/Average Loans

     10.0

Total Weighting

     100.0
  

 

 

 

For example, if the Company’s Core ROAE for a given year falls into the 40th percentile when compared to its peers, Mr. Bevack’s incentive award for that performance measure would be as follows:

 

Incentive Plan

     Bonus Percentage (based)        

Weighting

     on Threshold Level achieved      Base Salaryi   

5.0%     

      X        40%       X        $386,250    = $7,725.00

The Plan further provides that a participant in the Plan must be employed with the Company on the date the award is made; otherwise, the participant is not entitled to any award.

The Board maintains discretion to amend, modify, terminate or otherwise adjust the Plan as necessary.

 

 

i 

Based upon Mr. Bevack’s salary for the 2013 calendar year.