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Item 1.01 Entry into a Material Definitive Agreement.Stock Option Grants On February 21, 2005, the Board of Directors granted and approved options to purchase a total of 102,175 common shares of Union Community Bancorp (the “Corporation”) pursuant to the Union Community Bancorp Stock Option Plan (the “Stock Option Plan”), a copy of which was filed as Exhibit 10(2) to the Corporation’s Registration Statement filed September 17, 1997. Of the 102,175 common shares subject to the options, 97,175 were granted to the Corporation’s directors and executive officers, as reflected in the chart below. In accordance with the terms of the Stock Option Plan, and the awards made to each director and executive officer, each recipient’s options will vest at the rate of 20% of the total grant per year over a five-year period, commencing on the first anniversary of the date of grant, meaning February 21, 2006, and continuing on the next four anniversaries thereafter. The options are 10-year, non-qualified stock options that will expire on February 21, 2015, except for the options granted to J. Lee Walden, the Chief Financial Officer of the Corporation, who received incentive stock options that will expire on February 20, 2015. The exercise price is $18.15 per common share purchased, as determined by the closing price reported by Nasdaq on February 18, 2005, the last business day before the date of grant. Recognition and Retention Plan Awards On February 21, 2005, the Board of Directors also made awards of 13,870 shares of the Corporation’s common stock to the directors and executive officers of the Corporation pursuant to the Union Federal Savings and Loan Association Recognition and Retention Plan and Trust (the “RRP”), a copy of which was filed as Exhibit 10(3) to the Corporation’s Registration Statement filed September 17, 1997. The awards were allocated among the directors and executive officers as reflected in the chart below. In accordance with the terms of the RRP, and the awards made to each director and executive officer, each recipient’s award shares will vest at the rate of 20% of the total award at the end of each full twelve months of consecutive service to the Corporation or an affiliate after the date of grant. As provided in the RRP, all award shares will vest as of the last day of service in the event of death or disability and may be forfeited, to the extent not already earned and distributed, in the event of termination of service. Until such time as the award shares are earned and distributed to a recipient, the recipient is entitled to direct the RRP Trustee as to the voting of the award shares and is also entitled to have any dividends and distributions in respect of the common shares accrued for the recipient’s benefit and distributed along with the award shares as and when they are earned. Grant and Award Chart |
