UNITED COMMUNITY FINANCIAL CORP. & THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO DRAFT EXECUTIVE INCENTIVE PLAN ADOPTED: April 28, 2011

EX-10.1 2 c16490exv10w1.htm EXHIBIT 10.1 Exhibit 10.1

Exhibit 10.1

UNITED COMMUNITY FINANCIAL CORP. &
THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO
DRAFT
EXECUTIVE INCENTIVE PLAN

ADOPTED: April 28, 2011

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 Senior Vice President, Chief Financial Officer and Treasurer 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 and Matthew T. Garrity, Senior Vice President and Chief Credit Officer of Home Savings. Executive incentive awards are based upon the actual performance of the Company for the 12 months ended September 30 compared 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 engaged an independent consultant to assist the Compensation Committee in developing a peer group focused upon the following industry categories: (i) regional banks, and (ii) thrifts and mortgage finance. Within these industry groupings, the Committee and consultant considered organizations with assets between $1.5 billion and approximately $3.0 billion and organizations limited to those in states contiguous to Ohio (with the exception of one peer in Illinois). The criteria resulted in a peer group of nineteen (19) organizations. Of that group, fifteen (15) are within the commercial banking industry group and four (4) are within the savings institutions industry group.

2011 Peer Group:


Community Trust Bancorp, Inc. (CTBI)		MainSource Financial Group, Inc. (MSFG)
ESB Financial Corporation (ESBF)		Mercantile Bank Corporation (MBWM)
Farmers Capital Bank Corporation (FFKT)		Metro Bancorp, Inc. (METR)
First Defiance Financial Corp. (FDEF)		Old Second Bancorp, Inc. (OSBC)
First Financial Corporation (THFF)		Parkvale Financial Corporation (PVSA)
First Place Financial Corp. (FPFC)		Peoples Bancorp Inc. (PEBO)
Independent Bank Corporation (IBCP)		Porter Bancorp, Inc. (PBIB)
Integra Bank Corporation (IBNK)		S. Y. Bancorp, Inc. (SYBT)
Lakeland Financial Corporation (LKFN)		Univest Corporation of Pennsylvania (UVSP)
Macatawa Bank Corporation (MCBC)

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.

For 2011, the target and maximum incentive awards, respectively, measured as a percentage of base salary are as follows: Mr. Bevack—50%, 100%; and Messrs. Reske, Krontiris, Nohra and Garrity—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:

Growth

Rate

Asset Quality

Overall Profitability

Core

NCOs/

Core

Net Income

Deposit

Texas

Average

Level

ROAE

ROAA

Budget

Growth

Ratio

Loans

<25^th Pct

70% of Budget

<25^th Pct

25^th

30^th

35^th

40^th

Median

100

Median

55^th

105

55^th

60^th

115

60^th

65^th

120

65^th

70^th

125

70^th

>75^th Pct

130

>75^th Pct

Definitions:

	•		Pct: Percentile Rank within defined Peer Group

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

	•		Core Deposit Growth: Total Deposits, less CDs > $100,000, brokered deposits and public deposits;

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

	•		“NCOs”: means Net charge offs.

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	Pres/CEO			CFO/SVP’s			Actual Performance versus
Level	Group 1			Group 2			Peers
1		0.0	%		0.0	%	Below 25^th Percentile
2		10.0	%		8.0	%	Above 25^th percentile
3		20.0	%		16.0	%	Above 30^th percentile
4		30.0	%		24.0	%	Above 35^th Percentile
5		40.0	%		32.0	%	Above 40^th Percentile
6		50.0	%		40.0	%	At or Above Median
7		60.0	%		48.0	%	Above 55^th Percentile
8		70.0	%		56.0	%	Above 60^th Percentile
9		80.0	%		64.0	%	Above 65^th Percentile
10		90.0	%		72.0	%	Above 70^th Percentile
11		100.0	%		80.0	%	At or Above 75^th 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 2011 falls into the 40^th 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 Salary

5.0%

350,000.00

= $7,000.00

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.