EXHIBIT 10.8
COMMUNITY FIRST BANK
MANAGEMENT INCENTIVE COMPENSATION PLAN
1998
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I. Statement of Purpose
The purpose of the incentive plan is to provide specified incentives for
achievement of defined objectives which promote the success of CFSB Bancorp,
Inc. (CFSB). One objective of the Community First Bank (CFB) incentive plan is
to help CFB senior managers see their success is tied to the success of CFSB as
a whole. Other objectives include improved retention, teamwork, and
understanding of and commitment to corporate financials. This plan ties
individual compensation to the attainment of corporate goals and overall
success. Accompanying base salaries and annual merit adjustments reward
individual effort and achievement.
II. Program Policy and Procedures
A. Duration of Plan. The incentive plan, measures, and targets described
herein are to apply for the period of January 1, 1998, to December 31,
1998. Prudent and justified revisions to the plan during the year are
possible, and revisions for the following year are anticipated.
B. Administration. The Director of Human Resources will serve as the Program
Administrator (PA). The PA is responsible for assuring the accurate,
timely and equitable administration of the incentive plan.
1. Plan Changes. All changes in the plan, at any time, must be reviewed
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and approved by the PA with concurrence of the CEO and the
Compensation Committee of the Board of Directors of Community First
Bank. The Compensation Committee retains the right to change or
discontinue the plan or its contents at any time as it, in its sole
discretion, may deem appropriate.
2. Payment Approval. The PA will verify all incentive calculations and
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will approve the final payment form for payroll. Incentives will not
be paid without the approval of the PA and Chief Executive Officer.
3. Frequency of Payment. Payment of Plan incentives will be made
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annually, based on performance during the previous calendar year.
Payments will be distributed as soon as possible (approximately 90
days following year end), based upon receipt of necessary company and
peer group financials and verification of incentive calculations.
4. Interim Performance Reports. Each quarter an interim performance
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report will be distributed to plan participants. The report will
contain information on the performance of CFSB relative to goals.
5. Payment. The incentive payment will be in the form of a check to be
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delivered in one of three ways: a) the CEO will deliver the checks
to each employee, b) the head of each department will deliver checks
to employees, or c) distribution will be made to individuals at a
group meeting. It has been demonstrated that making a celebration of
incentive delivery makes the payment more effective as a reward.
C. Performance Objectives. The plan is driven by two measures of corporate
performance -- return on average assets (ROAA) and return on average equity
(ROAE).
1. Peer Group Comparisons. The Corporation's performance will be
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compared to other publicly traded thrifts and thrift holding companies
nationally with assets between $500 million and $1 billion as
published by the SNL Securities Thrift Performance Report.
Target is established as 110% of the 50th percentile of the peer
group. Threshold is 95% of target; Maximum is 115% of target. If,
however, the Corporation's ROAA or ROAE for the year is less than
fifty (50%) percent of the previous year's ROAA or ROAE, no incentive
compensation will be paid.
2. Incentive Opportunities. ROAA and ROAE goals will be weighted equally
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for purposes of awarding incentives as a factor of base salary. To
provide continuous encouragement and incentive reflective of
performance, interpolation between percentage levels will be made.
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Participation
Category Threshold Target Maximum
Group I 17.5% 25.0% 40.0%
Group II 10.0% 20.0% 30.0%
Group III 7.5% 15.0% 20.0%
Group IV 5.0% 10.0% 15.0%
D. Eligibility. Participation in each group is based on position held within
the Bank's organizational structure as follows:
Group I Chief Executive Officer
Group II Chief Lending Officer
Chief Operating Officer
Group III Chief Financial Officer
Director of Retail Banking
Director of Human Resources
Director of Marketing
Director of Operations
Group IV Branch Administrator
Director of Lending Operations
Manager of Residential Lending
Manager of Central Operations
Manager of Consumer Lending
Director of Corporate Services
Manager of Data Processing
1. Termination of Employment. Annual incentives will be forfeited by
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termination of employment before the payment date, even if termination
occurs after the end of the qualifying calendar year but prior to the
actual payment date. No distinction is made based on the cause of
termination, whether voluntary or involuntary. However, no forfeiture
will occur if termination is due to death, disability or normal
retirement (age 62 or older at time of departure).
2. Newly hired employees. Any participant who is hired during the
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calendar year will have the annual portion of the incentive pro-rated
from date of hire. Pro-ration will be based upon full calendar months
worked during the year.
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3. Probationary employees. Any employee who is on disciplinary probation
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will not earn incentive while on probation. Employees who are on any
form of disciplinary probation or suspension are eligible for
incentive on the first day of the first full month after the probation
is lifted.
4. Extended leave. Any participant who is on an extended leave of
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absence (more than 90 days) will not earn incentive for the entire
period of the absence. Pro-rated incentive will be calculated on the
number of full calendar months worked during the plan year.
E. Incentive Calculation. Incentives will be calculated as whole dollar
amounts as a percentage of base annual salary. Changes in base salary
through the plan year will result in pro-rated incentive amounts.
F. Vacation/Sick Time Calculations. Incentive pay for the month during which
an employee takes vacation or sick time will not be pro-rated.
G. Benefit Calculations. For the purpose of calculating maximum contributions
to the Bank's 401(k) and ESOP Plans, incentive pay from this plan will be
included in gross wage figures.
H. Taxes. All federal, state and local taxes will be withheld from the
incentive payment as required by law.
I. Job Changes During the Year. Incentive payment for any plan year in which
an employee changes from a job in one bonus group to another, or enters a
group for the first time upon promotion or hire, will be pro-rated for the
year.
J. Guarantees and Right of Assignment. The receipt of a payment under this
plan shall not give any employee any right to continued employment with
CFB; CFB remains an "employment at will" employer and reserves the right to
terminate any employee at any time, with or without cause.
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The receipt of an incentive payment in any measurement period shall not
give an employee the right to receive incentive payments in any subsequent
measurement period. No right or interest of any participant in an incentive
plan shall be assignable or transferable.
K. ROAA and ROAE Adjustments. The Compensation Committee of the Board of
Directors reserves the right to adjust ROAA and ROAE percentages for
extraordinary and unusual income or expense items. Examples (not all
inclusive) are: IRS refunds, expense for post-retirement benefits, et
cetera.
L. Changes in the Plan. Significant changes in job function, equipment, work
input, procedures, et cetera, may require adjustment to the plan. The
intent of any such adjustments is not to avoid payment of earned incentive;
rather, it is to ensure continuation of equivalent and appropriate
opportunity to earn incentive. Any changes in the plan will require
approval by the PA, CEO and the Compensation Committee of the Board of
Directors. Participants affected by such changes will be notified at least
thirty (30) days prior to the effective date of the change. The Board of
Directors and/or its Compensation Committee may elect to make no incentive
payments to the extent that the Bank would not be profitable or well-
capitalized due to such payments.
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