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)
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OHIO
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0-024399
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34-1856319 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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275 West Federal Street,
Youngstown, Ohio
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44503-1203 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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
UCFCs 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. Bevack50%, 100%; and
James R. Reske and Gregory G. Krontiris40%, 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 UCFCs 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 officers position. The bonus percentage is
multiplied by the performance measures assigned weighting and by the executives base salary to
determine what amount, if any, is awarded for UCFCs 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
participants 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. Reske60%; Gregory G. Krontiris40%.
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In the event that a participants employment is terminated for cause prior to the date upon
which a cash award is actually paid to the participant or the participants 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
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Exhibit Number |
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Description |
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10.1 |
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2011 Executive Incentive Plan |
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10.2 |
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Stay Bonus and Retention Plan |
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