-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B24qSESZM6rU6PmSObas0g9gsRZ9mlhGSGdMeaGOTmzxem1bbVwP9XNXDTkJWClo 8wMpWfHSjBev3PQ9RD4OaQ== 0000908834-08-000170.txt : 20080423 0000908834-08-000170.hdr.sgml : 20080423 20080423154035 ACCESSION NUMBER: 0000908834-08-000170 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080422 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOME FEDERAL BANCORP CENTRAL INDEX KEY: 0000867493 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351807839 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18847 FILM NUMBER: 08771748 BUSINESS ADDRESS: STREET 1: 501 WASHINGTON STREET CITY: COLUMBUS STATE: IN ZIP: 47201 BUSINESS PHONE: 8125221592 MAIL ADDRESS: STREET 1: 501 WASHINGTON STREET CITY: SEYMOUR STATE: IN ZIP: 47201 8-K 1 hfb_8k0418.htm hfb_8k0418.htm
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 

Date of report (Date of earliest event reported):   April 22, 2008
 
 
HOME FEDERAL BANCORP
(Exact Name of Registrant as Specified in Its Charter)
     
Indiana
000-18847
35-1807839
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
   
501 Washington Street, Columbus, Indiana
47201
(Address of Principal Executive Offices)
(Zip Code)
 
(812) 522-1592
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 


Item 1.01.  Entry into a Material Definitive Agreement
 
The Board of Directors of Home Federal Bancorp (the “Corporation”) adopted the Home Federal Bancorp Long-Term Incentive Plan (the “LTIP”), effective as of January 1, 2005.  The LTIP is intended to provide executives with an opportunity to earn long-term incentive compensation based upon the achievement of long-term strategic goals, and is thereby designed to align executive interests with owners’ interests, recognize team achievement and facilitate attracting, motivating and retaining key executives.
 
Granting of Awards Under the LTIP

On April 22, 2008, the Compensation Committee of the Board of Directors considered and approved awards under the LTIP to the following key executives of the Corporation:
 

 
John K. Keach, Jr.
Chairman of the Board, President and Chief Executive Officer
 
 
Charles R. Farber
Executive Vice President
 
 
Mark T. Gorski
Executive Vice President and Chief Financial Officer
 

Each participant will receive and enter into an Award Agreement containing the specific terms of the award approved by the Compensation Committee.  The Award Agreements provide for a performance period of January 1, 2008 through December 31, 2010, and establish performance goals measured by the earnings per share (“EPS”) and total shareholder return (“TSR”) of the Company, as more specifically defined in the Award Agreements.
 
Each performance goal has three distinct performance levels, including a threshold level, a target level and a maximum level, with each level representing entitlement to a different cash payment award amount.  The specific performance goals and performance levels for the key executives are set forth below, with the specific terms used more completely defined in the LTIP and the Award Agreements:
 

 
EPS Performance Goal

EPS Growth Equal to or Greater Than
Cash Payment Formula for Mr. Keach
Cash Payment Formula for Other Key Executives
5%
(Base salary x .25) x .50
(Base salary x .25) x .35
10%
(Base salary x 1.0) x .50
(Base salary x 1.0) x .35
20%
(Base salary x 2.0) x .50
(Base salary x 2.0) x .35
 
 
 


 
TSR Performance Goal

TSR Percentile of the Peer Group
Cash Payment Formula for Mr. Keach
Cash Payment Formula for Other Key Executives
25th percentile
(Base salary x .25) x .50
(Base salary x .25) x .35
50th percentile
(Base salary x 1.0) x .50
(Base salary x 1.0) x .35
75th percentile
(Base salary x 2.0) x .50
(Base salary x 2.0) x .35

The form of the Award Agreement to be used in connection with the LTIP and to be offered to each of the key executives as discussed above is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. This Award Agreement reflects a change made to the previously approved and filed form of Award Agreement in one respect. The new agreement provides that no payment of a cash award based on EPS Growth in excess of 10% or a TSR Percentile in excess of 50% may be made without the approval of the Compensation Committee of the Corporation’s Board of Directors which shall have sole discretion to determine whether all, part or none of such award or awards may be made. The awards previously granted to certain executive officers in 2006 (for the three-year period ended December 31, 2008) and in 2007 (for the three-year period ended December 31, 2009) previously reported by the Corporation are now reflected by award agreements containing this change in the form of Award Agreement set forth as Exhibit 10.1 hereto.
 
 
Item 9.01  Financial Statements and Exhibits.
 
 
(d)  Exhibits
 
       
 
Exhibit No.
 
Description
 
10.1
 
Form of Long-Term Incentive Plan Award Agreement


 
 

 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
 

 
Date:  April 22, 2008
HOME FEDERAL BANCORP
     
 
By:
/s/ John K. Keach, Jr.
   
John K. Keach, Jr., President and Chief Executive Officer


 
 

 

EXHIBIT INDEX

       
 
Exhibit No.
 
Description
 
10.1
 
Form of Long-Term Incentive Plan Award Agreement

 
EX-10.1 2 hfb_8k0418ex.htm FORM OF LONG-TERM INCENTIVE PLAN AWARD AGREEMENT hfb_8k0418ex.htm
Exhibit 10.1

FORM OF
HOME FEDERAL BANCORP
LONG-TERM INCENTIVE PLAN
AWARD AGREEMENT
 
_______________, 200___
 
I am pleased to inform you that the Compensation Committee of the Board of Directors of Home Federal Bancorp (the “Compensation Committee”) has granted you an award as described in this Award Agreement and Exhibit A attached hereto (this Agreement”) and as described in the Home Federal Bancorp Long-Term Incentive Plan, as amended (the “Plan”).  Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.  If you do not have your copy of the Plan, one will be provided upon your written request to the Company at its headquarters to the attention of the Chairman of the Compensation Committee.
 
1.   Award.   The Corporation hereby grants you the Award set forth on Exhibit A evidencing the right to receive, upon and subject to the terms and conditions of this Agreement and the Plan, the payment reflected on Exhibit A if the applicable Performance Goal is met.  You hereby accept the Award and agree to be bound by the terms of this Agreement and the Plan.
 
2.   Performance Period.   The Performance Period is the Performance Period set forth on Exhibit A (the “Performance Period”).
 
3.   Performance Criteria.    Performance Criteria include (i) earnings per share (EPS) of the Company, and (ii) total shareholder return (TSR) of the Company.  As used herein, earnings per share means the average annual growth (expressed as a percentage) of the diluted earnings per share of the Company during the Performance Period as reported in the Company’s Annual Reports to Shareholders, provided that in calculating earnings per share the Committee may, in its sole discretion, exclude special charges or extraordinary items reported by the Company.  The Performance Goal relating to the earnings per share Performance Criteria will be satisfied if the annual average growth in earnings per share meets the applicable Award Level as set forth on Exhibit A.  As used herein, total shareholder return means the percentile that the average annual total change in stock price plus dividends on a share of stock of the Company during the Performance Period falls within the Stifel, Nicolas Midwest Peer Group with assets less than $2.5 billion, or a successor peer group selected by the Compensation Committee.  The Performance Goal relating to the total shareholder return Performance Criteria will be satisfied if the average annual total shareholder return meets the applicable Award level as set forth on Exhibit A.  There is interpolation between the minimum and maximum Award Level amounts.  Notwithstanding anything to the contrary contained in this Agreement or in the Plan, no payment of any cash award based on EPS Growth in excess of 10% or a TSR Percentile in excess of 50% shall be made without the approval of the Committee which shall have the sole right and authority to determine whether all, part, or none of any such award or awards may be made.
 
 

 
4.   Restrictions.   The Award will be forfeited and all of your rights hereunder will terminate without further obligation on the part of the Company, unless (a) you remain in the continuous employment of the Company or a Subsidiary for the entire Performance Period, except as provided in the Plan, and (b) the applicable Performance Goal relating to the applicable Performance Criteria are satisfied on the last day of the Performance Period.
 
5.   Taxes.    If the Company requires reimbursement of any tax required by law to be withheld with respect to the Award, no Award shall be paid until the required payment is made and, to the extent permitted by law, the Company and its Subsidiaries shall have the right to deduct any such taxes from any payment due you.
 
6.   Nontransferability of Award.    The Award is not transferable by you other than by will or by the laws of descent and distribution.
 
7.   Compliance With Law.    You agree to comply with all laws, rules, and regulations applicable to the Award.
 
8.   No Right to Continued Service.    Nothing in this Agreement shall be deemed to confer on you any right to continue in the employ of the Company or any of its Subsidiaries or to affect any rights of the Company or any of its Subsidiaries to terminate your service at any time.
 
9.   The Plan.    The Award and this Agreement are subject to all the terms, provisions and conditions of the Plan, which is incorporated herein by reference, and to such regulations as may from time to time be adopted by the Compensation Committee.  A copy of the Plan has been furnished to you.  The Award and its terms shall be subject to interpretation by the Compensation Committee, whose interpretation shall be final and binding on you.  The Compensation Committee may modify this Agreement without your consent, except that your consent is needed for any modification after the end of the Performance Period that would impair your rights under this Agreement.  Nothing herein shall limit or restrict the right of the Company to amend or terminate this Award prior to the end of the Performance Period or the Plan.
 
10.   Notices.    All notices by you or your assigns to the Company shall be addressed to Home Federal Bancorp, 501 Washington Street, Columbus, Indiana 47201, Attention:  Pennie M. Stancombe, or such other address as the Company may, from time to time, specify.  Any notice to you shall be addressed to you at your most recent address in the Company’s records.
 
11.   Governing Law.    This Agreement is governed by the laws of the State of Indiana, without regard to principles of conflict of laws.
 
12.   Severability.    If any provision of this Agreement is, becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Company, it shall be stricken and the remainder of the Agreement shall remain in force and effect.
 

 
 

 

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and you have executed this Award Agreement as of the date first above written.
 
 
HOME FEDERAL BANCORP
   
   
 
By:
 
   
Chairperson of the Compensation Committee

 

 
 

 

EXHIBIT A
 
Name:
   

Social Security Number:
   

Performance Period:   January 1, _____ through December 31, _____
 

 

Performance Goal EPS
Growth Equal to or Greater Than
Cash Payment
5%
Base Salary multiplied by .25 multiplied by [50/35%]
10%
Base Salary multiplied by 1.0 multiplied by [50/35%]
20%
Base Salary multiplied by 2.0 multiplied by [50/35%]


Performance Goal
TSR Percentile of the Peer Group
Cash Payment
25% percentile
Base Salary multiplied by .25 multiplied by [50/35%]
50% percentile
Base Salary multiplied by 1.0 multiplied by [50/35%]
75% percentile
Base Salary multiplied by 2.0 multiplied by [50/35%]

 

 
By executing this Exhibit A, I acknowledge that I am bound by all of the terms of the Plan and the Agreement delivered herewith, each of which is incorporated by reference in this Exhibit A.
 
 
Agreed to and Accepted:
   
   
   
 
Participant

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