-----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, J4ZCfyGR5ytFcv5/1/8XuvdoEBaXwnCqE9EkHVgj7/bPq/PoXNkhBjhWkd9rKP4E gGm+tgN22vr7WZHzHTczKw== 0000867493-06-000022.txt : 20061204 0000867493-06-000022.hdr.sgml : 20061204 20061204113650 ACCESSION NUMBER: 0000867493-06-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061128 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061204 DATE AS OF CHANGE: 20061204 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: 061253104 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 form8-k.htm HOMEFEDERAL BANK FORM 8-K FOR THE PERIOD ENDING 11/28/2006 HomeFederal Bank Form 8-K for the Period Ending 11/28/2006
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): November 28, 2006
 
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 (see General Instruction A.2. below):
 
¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On November 28, 2006, the Board of Directors of Home Federal Bancorp (the “Company”) adopted an Indianapolis Market Growth Plan for 2006 and 2007 (the “Plans”) and entered into Award Agreements under the Plans with Charles R. Farber, an Executive Vice President of the Company. The Plans will provide key executives of the Company who are selected by the Compensation Committee to receive an award under the Plans with the opportunity to earn annual incentive compensation based on the achievement of the strategic goals specified in the award. Once the Company has certified that the performance goals have been obtained for the performance period specified in an award, the Company will pay the award in cash to the executive as provided in the award agreement.
 
The awards granted to Mr. Farber under the Plans for 2006 and 2007 provide for incentive payments comprised of three components: Override, which is calculated as a percentage of the balance of loans and deposits (other than residential mortgage loans and public fund certificates of deposits) associated with the Indianapolis market locations on the day preceding the first day of the performance period; Growth, which is calculated as a percentage of the increase during the performance period in the balance of all loans and deposits (other than residential mortgage loans and public fund certificates of deposits) associated with the Indianapolis market locations; and Credit Quality Modifier, which reduces payouts pursuant to the Override and Growth components if the credit quality standards of the Indianapolis commercial portfolio are not maintained at target levels. Mr. Farber’s 2006 and 2007 awards provide for an Override percentage of .0125 percent and a Growth percentage of .0125 percent. No credit quality modifier applies under the 2006 award and the credit quality modifier for the 2007 award will be defined at the beginning of 2007. The performance periods are May 8, 2006 through December 31, 2006 for the 2006 award and January 1, 2007 through December 31, 2007 for the 2007 award.
 
Copies of the forms of the Indianapolis Market Growth Plan and Award Agreement under the Indianapolis Market Growth Plan are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit Number
 
Description
 
10.1
Form of Home Federal Bancorp Indianapolis Market Growth Plan
 
10.2
Form of Award Agreement under Home Federal Bancorp Indianapolis Market Growth 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 hereto duly authorized.
 

 
Date: December 4, 2006
 
HOME FEDERAL BANCORP
 
 
By:
 /s/ Mark T. Gorski
   
Mark T. Gorski, Executive Vice President and Chief Financial Officer
 
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EXHIBIT INDEX
 

Exhibit Number
 
Description
 
Location
 
10.1
Form of Home Federal Bancorp Indianapolis Market Growth Plan
 
Attached
10.2
Form of Award Agreement under Home Federal Bancorp Indianapolis Market Growth Plan
Attached
 
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EX-10.(1) 2 ex10_1.htm EXHIBIT 10.1 FORM OF HOME FEDERAL BANCORP INDIANAPOLIS MARKET GROWTH PLAN Exhibit 10.1 Form of Home Federal Bancorp Indianapolis Market Growth Plan                                                                                                                                                          &# 160;                                                                                                                                                                           ;       Exhibit 10.1

HOME FEDERAL BANCORP
_____ INDIANAPOLIS MARKET GROWTH PLAN

1. PLAN PURPOSE.
 
The Home Federal Bancorp _____ Indianapolis Market Growth Plan (the “Plan”) is intended to benefit Home Federal Bancorp (the “Company”) by rewarding executives who, as determined by the Company, materially contribute to the achievement of the strategic objectives of the Company and its Subsidiaries (as defined below) in the Indianapolis market. This Plan, by providing executives an opportunity to earn annual incentive compensation based upon the achievement of strategic goals, is designed to align executive interests with owners’ interests, recognize team achievement and facilitate attracting, motivating and retaining key executives of the highest caliber.
 
2. DEFINITIONS.
 
Except as otherwise specified, the following terms have the meanings indicated below for the purposes of this Plan:
 
(a) “Award” means the incentive award granted to a Participant under this Plan.
 
(b) “Beneficiary” means the person or persons designated by the Participant to receive amounts under this Plan in the event of a Participant’s death. To be effective, a Beneficiary designation must
        be filed with the Company during the Participant’s life on a form prescribed by the Company. If no person has been designated as the Participant’s Beneficiary, or if no person designated as
        Beneficiary survives the Participant, the Participant’s estate shall be the Participant’s “Beneficiary.”
 
(c) “Board” means the Board of Directors of the Company.
 
(d) “Code” means the Internal Revenue Code of 1986, as amended or any subsequently enacted federal revenue law.
 
(e) “Committee” means the Compensation Committee of the Board.
 
(f) “Company” means Home Federal Bancorp, and any successor by merger, consolidation or otherwise.
 
(g) “ERISA” means the Employee Retirement Income Security Act of 1974, as now in effect or as amended from time to time.
 
(h) “Incentive Payment” means any payment determined and adjusted pursuant to Section 5.
 
(i) “Participant” means an eligible Company or Subsidiary executive selected for participation in the Plan in accordance with the procedures set forth in Section 3.
 
(j) “Payment Date” means by _______________.
 
(k) “Performance Goal(s)” means one or more performance goal(s) established by the Company with respect to a given Award.
 
(l) “Performance Period” means _______________ through _______________.
 
(m) “Plan” means this Home Federal Bancorp _____ Indianapolis Market Growth Plan as set forth herein.
 
(n) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, as of the date of the Award, each of the corporations other
        than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
 
3. ELIGIBILITY.
 
(a) Eligibility and Participation. Plan eligibility is limited to key executives of the Company or a Subsidiary having the opportunity to significantly affect the Company’s achievement of its strategic
      objectives. Participants in this Plan who are granted Awards under this Plan shall be selected by the Committee in its complete and sole discretion.
 
(b) Termination of Participation. Subject to the terms of any employment agreement with a Participant, if at any time prior to the Payment Date, the Participant ceases to be employed by the
      Company or one of its Subsidiaries, the Award shall be forfeited in its entirety.
 
4. GRANTING OF AWARD.
 
(a) Granting of Awards. The Company may grant Awards in accordance with this Plan.
 
(b) Establishment of Performance Goal(s). At the time of grant of each Award, the Company shall establish for each Award Performance Goal(s) at which the incentive payment for each Award shall
      be earned for the Performance Period.
 
(c) Modifications of Performance Goals. If any event occurs during the Performance Period that requires changes to preserve the incentive features of this Plan, the Company may make
      adjustments in the Performance Goal(s) to the extent the changes are consistent with changes resulting from the event.
 
5. FINAL AWARDS.
 
(a) Calculation of Final Award. A Participant shall not earn an Incentive Payment and no payment shall be made until the Company certifies that the Performance Goal(s) have been obtained for the
      relevant Award for the Performance Period and that the other material terms have been satisfied for the Performance Period. The Company shall determine in its sole discretion whether an
     Incentive Payment has been earned and, if so, the amount of the Incentive Payment, and the determination by the Company shall be final and binding on each Participant.
 
(b) Payment. The Incentive Payment (if any) relating to the Performance Period shall be paid in a lump sum in cash on the Payment Date; provided, however, the Company may provide partial
      payments prior to the Payment Date.
 
(c) Taxes. The Company will deduct from all payments under this Plan any and all taxes determined by the Company as required by law to be withheld from such payments.
 
6. ADMINISTRATION.
 
The Committee is authorized and empowered to administer this Plan; interpret, and make binding determinations under, this Plan; prescribe, amend and rescind the rules relating to this Plan; and determine rights and obligations of the Participants under this Plan and the payment obligations of the Company and its Subsidiaries. The Committee may delegate some or all of these responsibilities, and all other matters as it solely determines. All decisions of the Committee shall be final and binding upon the Company and the Participants and any other person with an interest in this Plan or any Award or Incentive Payment.
 
7. ADDITIONAL PROVISIONS.
 
(a) No Contract or Guarantee of Continued Employment. Nothing contained in this Plan nor any action taken under this Plan shall be construed as a contract of employment or as giving any
      Participant any right to be retained in employment with the Company or any Subsidiary.
 
(b) No Guarantee of Plan Payments. Eligibility to participate in this Plan does not guarantee the payment of any Incentive Payment.
 
(c) Assignment and Transfers. With the exception of transfer by will or by the laws of descent and distribution, rights under this Plan and Awards and Incentive Payments may not be transferred
  or assigned. No such rights may be subject to any encumbrance, pledge, or charge of any kind.
 
(d) Waiver of Breach. The Company’s waiver of any Plan provision shall not operate or be construed as a waiver of any subsequent breach by the Participant or an agreement to grant a waiver
      with respect to a subsequent breach.
 
(e) Indemnification. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on such member’s behalf in his or her
      capacity as a member of the Committee for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each employee, officer or director of the
      Company or any Subsidiary to whom any duty or power relating to the administration or interpretation of this Plan may be allocated or delegated, against any cost or expense (including
      counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with this Plan unless arising out of such person’s own fraud
      or bad faith.
 
(f) Notices. Any notice or filing required or permitted to be given hereunder shall be sufficient if it is in writing and hand delivered, or sent by registered or certified mail, to the Company at the
     principal office of the Company to the attention of the Chairman of the Board of Directors or to the Participant at his or her most recent address appearing in the records of the Company. Such
     notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. The address of any
     party may be changed at any time by written notice to the other party given in accordance with this provision.
 
(g) Disclaimer. The Company makes no representation or warranty as to the value or future value of any Awards granted pursuant to this Plan, or as to any intention or design of this Plan.
 
8. GOVERNING LAW.
 
This Plan shall be construed, administered and governed in all respects under and by the applicable internal laws of the State of Indiana, without giving effect to the principles of conflict of law thereof.
 
9. RELATIONSHIP.
 
Notwithstanding any other provision of this Plan, this Plan and action taken pursuant to it shall not be deemed or construed to establish a trust or fiduciary relationship of any kind between or among the Company, any Subsidiary, Participants, or any other persons. This Plan is intended to be unfunded for purposes of the Code and ERISA. The right of Participants to Incentive Payments is strictly a right of payment, and this Plan does not grant nor shall it be deemed to grant Participants or any other person any interest in or right to any of the funds, property, or assets of the Company or any Subsidiary, other than as an unsecured general creditor of the Company or any Subsidiary.
 
10. PLAN AMENDMENT AND TERMINATION.
 
Except as otherwise provided in this Section, the Committee may, in its sole discretion, amend, suspend or terminate this Plan and any agreement or document or document relating to an Award at any time; provided, however, that no amendment, suspension or termination of this Plan may be made after completion of the Performance Period that would adversely affect the Incentive Payment and if this Plan is terminated during a Performance Period, then the Incentive Payment shall be calculated as if the Performance Period ended on the date of termination.
 

 
11. SUCCESSORS.
 
This Plan shall be binding upon the successors and assigns of the Company.
 
12. REGULATIONS.
 
The obligations of the Company to pay Incentive Payments shall be subject to compliance with all applicable laws, governmental rules and regulations, and administrative action.
 
EX-10.(2) 3 ex10_2.htm EXHIBIT 10.2 FORM OF AWARD AGREEMENT UNDER HOME FEDERAL BANCORP INDIANAPOLIS MARKET GROWTH PLAN Exhibit 10.2 Form of Award Agreement under Home Federal Bancorp Indianapolis Market Growth Plan                                                                                                                                                          &# 160;                                                                                                                                                                           ;              Exhibit 10.2
 
HOME FEDERAL BANCORP
_____ INDIANAPOLIS MARKET GROWTH PLAN
AWARD AGREEMENT
 
_______________, _____
 
I am pleased to inform you that Home Federal Bancorp (the “Company”) 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 _____ Indianapolis Market Growth 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 President.
 
1. Award. The Company hereby grants you the Award set forth on Exhibit A attached hereto and made a part hereof, evidencing the right to receive, upon and subject to the terms and conditions
    of this Agreement and the Plan, an Incentive Payment if the applicable Performance Goal(s) are met during the Performance Period. You hereby accept the Award and agree to be bound by the
    terms of this Agreement and the Plan.
 
2. 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 until the Payment Date, and (b) the applicable Performance Goal(s) are satisfied.
 
3. Taxes. If the Company requires reimbursement of any tax required by law to be withheld with respect to the Award, no Incentive Payment 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.
 
4. Nontransferability of Award. The Award is not transferable by you other than by will or by the laws of descent and distribution.
 
5. Compliance With Law. You agree to comply with all laws, rules, and regulations applicable to the Award.
 
6. 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.
 
7. 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. In the event of any conflict between the terms, conditions and provisions of the Plan and
     the terms, conditions and provisions of this Agreement, the terms, conditions and provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The
     Award and its terms shall be subject to interpretation by the Compensation Committee, whose interpretation shall be final and binding on you.
 
8. 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.
 
9. Governing Law. This Agreement is governed by the laws of the State of Indiana, without regard to principles of conflict of laws.
 
10. 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: ________________________________      

Printed: _____________________________     

Title: _______________________________


By executing this Award Agreement, I acknowledge that I am bound by all of the terms of the Plan and the Award Agreement.
 
Agreed to and Accepted:

                                                                              ___________________________________   
 
Printed Name: ________________________   




Exhibit “A”
INDIANAPOLIS REGIONAL PRESIDENT INCENTIVE PLAN
Beginning __________

This document is intended to define the incentive compensation plan for _______________.

Components of Incentive Payout

The incentive payout will be comprised of 3 components as defined below.

Override - Defined as the beginning balance on ______________of all loans and deposits associated with the Indianapolis market location (excluding residential mortgage loans and public fund CDs). Amounts included in the calculation will be all loans and deposits outstanding in cost centers 18 (old Indy commercial), 19 (Branch 19 retail location), 20 (Branch 20 retail location) and 21 (new Indy commercial). The override will equal _______% of the balance as defined above for the participant. There will be one payout under the override component for the year.

Growth - Defined as the growth in the balance of all loans and deposits associated with the Indianapolis market location (excluding residential mortgage loans and public fund CDs). Amounts included in the calculation will be all loans and deposits outstanding in cost centers 18 (old Indy commercial), 19 (Branch 19 retail location), 20 (Branch 20 retail location) and 21 (new Indy commercial). The growth will be determined by subtracting the beginning balance (as defined in override above) from the balance at December 31 of the current year. The growth will be equal to _______% of the balance as defined above for the participant. There will be 2 payouts under the growth component during the year. The first payout will be determined based on the balance at June 30 and will be paid out as soon as possible in July. The final payout will be determined based on the balance at December 31 less any amounts paid out during the first half of the year and will be paid out as soon as possible in January.

Credit Quality Modifier - The payouts as calculated above could be reduced if the credit quality standards of the Indianapolis commercial portfolio are not maintained at target levels as defined at the beginning of the year. The credit quality modifier will be _______________.
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