0000950123-11-044717.txt : 20110504 0000950123-11-044717.hdr.sgml : 20110504 20110504165040 ACCESSION NUMBER: 0000950123-11-044717 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110428 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110504 DATE AS OF CHANGE: 20110504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED COMMUNITY FINANCIAL CORP CENTRAL INDEX KEY: 0000707886 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 341856319 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24399 FILM NUMBER: 11811040 BUSINESS ADDRESS: STREET 1: 275 FEDERAL PLAZA WEST CITY: YOUNGSTOWN STATE: OH ZIP: 44503-1203 BUSINESS PHONE: 3307420500 8-K 1 c16490e8vk.htm FORM 8-K Form 8-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 28, 2011
UNITED COMMUNITY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
         
OHIO   0-024399   34-1856319
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
275 West Federal Street,
Youngstown, Ohio
   
44503-1203
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (330) 742-0500
Not Applicable
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Incentive Plan
On April 28, 2011, the Compensation Committee and the Board of Directors of United Community Financial Corp. (“UCFC”) approved the 2011 Executive Incentive Plan (the “EIP”). The following description of the EIP is qualified in its entirety by reference to the complete terms of the EIP, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
The EIP provides incentive compensation awards to certain named executive officers (the "Named Executive Officers" as defined in the proxy statement filed on March 25, 2011) of UCFC and UCFC’s wholly owned subsidiary, The Home Savings and Loan Company of Youngstown, Ohio (“Home Savings”). Executive incentive awards are based upon the actual performance of UCFC for the 12 months ending September 30 compared to the actual performance of a peer group during the same 12 month period.
For 2011, the target and maximum incentive awards, respectively, measured as a percentage of base salary, for the Named Executive Officers are as follows: Patrick W. Bevack—50%, 100%; and James R. Reske and Gregory G. Krontiris—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 (the “2007 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 determined by where UCFC’s actual performance falls in comparison to the peer group for five of six weighted performance measures. The comparison is based upon percentiles that correspond to a threshold level for each performance measure. The sixth performance measure, performance against budgeted net income, is intrinsic to UCFC. The threshold levels achieved are used to determine the bonus percentage for that performance measure based upon the executive officer’s position. 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 UCFC’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.
The EIP further provides that a participant in the EIP must be employed with UCFC on the date the award is made; otherwise, the participant is not entitled to any award. The Board of Directors of UCFC maintains discretion to amend, modify, terminate or otherwise adjust the EIP as necessary.
Stay Bonus and Retention Plan
On April 28, 2011, the UCFC Compensation Committee (the “Committee”) and the Boards of Directors (collectively, the “Board”) of UCFC and Home Savings adopted the Stay Bonus and Retention Plan (the “Retention Plan”) for the purpose of recruiting and retaining qualified officers and employees. The following description of the Retention Plan is qualified in its entirety by reference to the complete terms of the Retention Plan, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
The officers and employees recommended for participation by the Committee must be approved by at least a majority of the independent members of the Board. As of the effective date of the Retention Plan, the following Named Executive Officers are participants in the Retention Plan: Patrick W. Bevack, James R. Reske, and Gregory G. Krontiris. The list of participants may be amended from time to time by the Board and the Committee in their sole and absolute discretion. Each participant must be actively employed by UCFC or Home Savings at the time any award is paid or granted.
Each eligible participant will receive a cash award of $1,000 on the first regular pay date occurring in January 2012, subject to all applicable Federal, state and local payroll taxes. If the Board of Home Savings receives official notice that Home Savings’ Order to Cease and Desist, which became effective in August 2008 (the “Order”), has been terminated, each eligible participant will be paid a cash award (50% of total award) and granted an equity award (50% of total award). Equity awards will be granted in the form of restricted shares issued under the 2007 Plan. The total award upon termination of the Order is based upon a specified percentage of each participant’s base salary, which percentage is determined by the Board and may be amended from time to time by the Board and the Committee in their sole and absolute discretion. The specified percentage for the Named Executive Officers, as of the effective date of the Retention Plan, is: Patrick W. Bevack and James R. Reske—60%; Gregory G. Krontiris—40%.

 

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In the event that a participant’s employment is terminated for cause prior to the date upon which a cash award is actually paid to the participant or the participant’s equity award has vested, the participant forfeits all his or her rights, title or interest in any such cash or equity award, and the participant shall not be entitled to receive all or any part of the cash or equity award.
Subject to any limitations contained in the 2007 Plan, the Board may, at any time and from time to time, amend, modify or suspend the Retention Plan and all rules and guidelines under the Retention Plan; provided, however, that no such amendment, modification, suspension or termination shall impair or adversely alter any cash award or equity award previously granted under the Retention Plan without the consent of the affected participant.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
         
Exhibit Number   Description
  10.1    
2011 Executive Incentive Plan
  10.2    
Stay Bonus and Retention Plan

 

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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 thereunto duly authorized.
         
  UNITED COMMUNITY FINANCIAL CORP.
 
 
  By:   /s/ Jude J. Nohra    
    Jude J. Nohra, General Counsel & Secretary   
Date: May 4, 2011

 

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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     Core     Net Income     Deposit     Texas     Average  
Level   ROAE     ROAA     Budget     Growth     Ratio     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 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 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 2011 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 Salary          
5.0%
    X       40 %     X     $ 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.

 

 

EX-10.2 3 c16490exv10w2.htm EXHIBIT 10.2 Exhibit 10.2
Exhibit 10.2
UNITED COMMUNITY FINANCIAL CORP.
&
THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO
STAY BONUS AND RETENTION PLAN
1. Purpose. Effective as of April 28, 2011 (the “Effective Date”), the Boards of Directors (collectively, the “Board”) of United Community Financial Corp. (“UCFC”) and UCFC’s wholly owned subsidiary, The Home Savings and Loan Company of Youngstown, Ohio (“Home Savings” and together with UCFC, the “Company”), hereby adopt this STAY BONUS AND RETENTION PLAN (the “Retention Plan”) for the purpose of recruiting and retaining qualified officers and employees of the Company by providing additional procedures and guidelines for payments of Cash Awards and Equity Awards to Participants (all as defined herein). Equity Awards will be granted in the form of Restricted Shares issued under and pursuant to the terms and conditions of the United Community Financial Corp. Amended and Restated 2007 Long Term Incentive Plan (the “2007 Plan”).
2. Definitions. Capitalized terms used but not defined in this Retention Plan shall have the meanings given to such terms in the 2007 Plan. To the extent that any term defined herein conflicts with the definition of such term under the 2007 Plan, the definition in this Retention Plan shall control, except to the extent such conflict would render any term or provision of the 2007 Plan ineffective or inoperable.
3. Administration.
(a) This Retention Plan shall be administered by the Company’s Compensation Committee (“Committee”), subject to such terms and conditions as the Committee may prescribe that are not inconsistent with the Retention Plan.
(b) Subject to the terms and conditions of the Retention Plan and the 2007 Plan, the Committee shall have the discretion and (subject to subsequent approval by a majority of the independent members of the Board, as defined under applicable NASDAQ listing rules) exclusive power to:
  (i)   Make Cash Awards and Equity Awards to Participants as described herein;
 
  (ii)   Determine the terms and conditions with respect to Cash Awards and/or Equity Awards to the extent not inconsistent with the provisions of the Retention Plan or the 2007 Plan; and
 
  (iii)   Resolve all questions relating to the administration of the Retention Plan and applicable law.
(c) The interpretation of, and application by, the Committee of any provision of the Retention Plan shall be final and conclusive. The Committee, in its sole discretion, may establish rules and guidelines relating to the Retention Plan as it may deem appropriate.

 

 


 

4. Participation.
(a) The Committee shall recommend officers and employees of the Company to be participants in the Retention Plan at or any time after the Effective Date, including any officers or employees hired after the Effective Date in accordance with this Section 4(a). The officers and employees recommended for participation by the Committee shall be approved by at least a majority of the independent members of the Board (and upon such approval, each such officer and employee shall become a “Participant,” and collectively shall be the “Participants”). Attached hereto as Exhibit A is a list of Participants of the Plan as of the Effective Date, which may be amended from time to time by the Board and the Committee in their sole and absolute discretion.
(b) To be eligible for any Cash Award or Equity Award, each Participant must maintain no less than a consolidated rating of competent performance of such Participant’s goals and responsibilities within the Participant’s current job description and other related/required duties that may be assigned. In addition, each Participant must be actively employed by UCFC or Home Savings at the time any Cash Award is paid or an Equity Award is granted.
5. Awards.
(a) For purposes of this Retention Plan,
  (i)   “Cash Award” shall mean any payment of cash by the Company payable to a Participant in accordance with the terms and conditions of this Retention Plan.
  (ii)   “Equity Award” shall mean any Award of Restricted Shares under the 2007 Plan to a Participant in accordance with the terms and conditions of this Retention Plan, the 2007 Plan and the award agreement provided by the Company.
(b) Each eligible Participant shall receive a Cash Award of One Thousand and 00/100 Dollars ($1,000.00) on the first regular pay date occurring in January 2012, subject to all applicable Federal, state and local payroll taxes.
(c) Each eligible Participant also shall receive a Cash Award and be granted an Equity Award upon receipt by the Board of Home Savings of official notice that the Order to Cease and Desist, Order No. FDIC -08-175b, as may be amended from time to time (the “Order”), has been terminated. For purposes of this Retention Plan, the words “terminated” or “termination” used in connection with the Order shall mean a termination by the Federal Deposit Insurance Corporation (the “FDIC”) and the Ohio Division of Financial Institutions (“ODFI”), or either of such regulatory authority’s successors or assigns, of the Order, which Order is not replaced, amended or modified in such a manner as to be considered terminated but replaced with a new order or agreement.

 

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(d) The combined award described above shall be based upon a specified percentage of each Participant’s base salary in effect at the time the Order has been terminated, which percentage shall be determined by the Board and set forth in Exhibit A attached hereto, and as may be amended from time to time by the Board and the Committee in their sole and absolute discretion.
  (i)   The Cash Award shall equal fifty percent (50%) of the combined award and will be paid in a single lump sum payment following receipt of the notice of termination of the Order, in accordance with the Company’s regular pay practices, but in no event more than thirty (30) days following receipt of such notice. Payment of the Cash Award shall be subject to all applicable Federal, state and local payroll taxes.
  (ii)   The Equity Award shall consist of a number of Restricted Shares equal to fifty percent (50%) of the combined award divided by the Fair Market Value of a Common Share on the Grant Date (defined below), rounded down to the nearest whole Common Share. Fractional Common Shares shall not be issued, so any portion of the Equity Award that is not converted to Restricted Shares on a Grant Date shall be paid to the Participant in cash as part of the Cash Award.
(e) For purposes of this Retention Plan, the “Grant Date” of the Equity Award shall be the date upon which the Compensation Committee and a majority of the independent members of the Board meet and formally approve the issuance of Restricted Shares pursuant to the Retention Plan. The Compensation Committee and the Board shall use their best efforts to hold a meeting on the date notice of termination of the Order is received by the Board or as soon thereafter as practicable.
(f) Restricted Shares awarded pursuant to the Retention Plan shall be evidenced by an award agreement containing such terms and conditions as the Committee may prescribe and that are not inconsistent with the terms of the 2007 Plan or the Retention Plan; provided, however, that no Restricted Shares may vest prior to the first anniversary of the Grant Date except as specifically set forth in the 2007 Plan or as provided herein. For purposes of applying Section 13.3 of the 2007 Plan to any Equity Award, a Participant’s “Retirement” shall mean the Participant’s Separation from Service as provided under 2.1(bb) of the 2007 Plan.
(g) Restricted Shares that vest shall be settled by the Company as soon as reasonably practicable. In accordance with the terms and conditions of the 2007 Plan, in the case of Equity Awards paid in Restricted Shares, the Company may withhold Common Shares otherwise issuable upon exercise or settlement of such Equity Award in order to satisfy withholding obligations, unless otherwise instructed by the Participant or unless the Committee determines otherwise at the time of Grant.

 

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(h) In the event that the Company terminates a Participant’s employment for cause prior to the date upon which a Cash Award is actually paid to a Participant or a Participant’s Equity Award has vested, the Participant shall forfeit all his or her rights, title or interest in any such Cash or Equity award, and the Participant shall not be entitled to receive all or any part of the Cash or Equity Award. When used in this Retention Plan, “cause” means (A) the Participant’s continued intentional failure or refusal to perform substantially the Participant’s assigned duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of ten days following written notice by the Company to the Executive of such failure; (B) the Participant’s engagement in willful misconduct, including without limitation, fraud, embezzlement, theft or dishonesty in the course of Participant’s employment with the Company; (C) the Participant’s conviction of, or plea of guilty or nolo contendere to a felony or a crime other than a felony, which felony or crime involves moral turpitude or a breach of trust or fiduciary duty owed to the Company or any of its affiliates; (D) the Participant’s disclosure of trade secrets or material, non-public confidential information of the Company or any of its affiliates in violation of the Company’s or its affiliates’ policies that applies to the Executive or any agreement with the Company or any of its Affiliates in respect of confidentiality, nondisclosure, non-competition or otherwise; or (E) with respect to any Participant not otherwise employed by the Company pursuant to an executed employment agreement, any other termination for cause pursuant to the Company’s policies, procedures or employment practices, where such termination is not otherwise prohibited by applicable law or regulation.
6. Plan as Controlling. Except as provided otherwise herein, any Equity Award granted to a Participant under the Retention Plan shall be subject to the terms and conditions of the 2007 Plan, including such additional terms and conditions as the Committee may impose that are not inconsistent with the 2007 Plan or the Retention Plan.
7. Amendment and Termination. Subject to any limitations contained in the 2007 Plan, the Board may, at any time and from time to time, amend, modify or suspend the Retention Plan and all rules and guidelines hereunder; provided, however, that no such amendment, modification, suspension or termination shall impair or adversely alter any Cash Award or Equity Award previously granted under the Retention Plan without the consent of the affected Participant.
8. Term of Retention Plan. The Retention Plan shall terminate on the earlier of the date of termination of the 2007 Plan or after all Equity Awards issued hereunder have vested and been settled by the Company, and no Equity Award may be granted pursuant to the Retention Plan thereafter; provided, however, that neither the termination of the 2007 Plan nor the termination of the Retention Plan shall affect the vesting of any Equity Award outstanding upon such termination or the right of a Participant to receive Common Shares upon vesting of an Equity Award.
9. Regulatory Matters. In the event and to the extent the payment of any Cash Award or grant of any Equity Award is subject to regulatory approval and/or may be nullified or rendered inoperative or inapplicable by operation of applicable Federal or state law, this Retention Plan shall be effective only to the extent permissible under such regulatory and/or other legal requirements, but to the fullest extent as may be permissible thereunder.

 

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10. Miscellaneous
(a) Except as otherwise specifically provided in the Retention Plan or as set forth in an award agreement (and to the extent not otherwise inconsistent with the 2007 Plan), during the vesting period and after the certificates for the Restricted Shares have been issued, the Participant shall be entitled to all rights of a shareholder of the Company, including the right to vote and the right to receive dividends, with respect to the Restricted Shares subject to this Retention Plan. Subject to applicable withholding requirements, if any, dividends on the Restricted Shares shall be paid to the Participant when earned and payable.
(b) An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in exchange for consideration.
(c) Nothing contained herein shall be deemed to restrict or prohibit any employee from making a Section 83(b) election under the Code.
(d) Except as otherwise explicitly stated herein, the adoption of the Retention Plan by the Board shall not be construed as amending, modifying or rescinding the 2007 Plan but is intended to serve as a framework for the Board and the Committee with respect to grants to Participants.
(e) Nothing contained in the Retention Plan or in an award agreement granted hereunder shall confer upon any Participant any right to continue serving as an employee of the Company or interfere in any way with the right of UCFC or Home Savings to terminate the Participant’s service as an employee at any time.
(f) An award agreement may provide that Common Shares issuable upon settlement of an Equity Award may be subject to such restrictions, including, without limitation, restrictions as to transferability as the Committee may determine at the time such Equity Award is granted.
(g) The Retention Plan and all actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Ohio, except to the extent federal law shall be deemed applicable. All disputes and matters arising under, in connection with or incident to this Agreement shall be litigated, if at all, in and before any Federal court sitting within the Northern District of Ohio or any State court sitting in Mahoning County, Ohio, to the exclusion of the courts of any other state or county.

 

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