IFB HOLDINGS, INC.
RECOGNITION AND RETENTION PLAN
1. Plan Purpose.
The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a
means for attracting and retaining directors, advisory directors
and officers of the Corporation and its Affiliates.
2. Definitions.
The following definitions are applicable to the Plan:
"Award" - means the grant by the Committee of Restricted
Stock, as provided in the Plan.
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in
Section 424(e) and (f), respectively, of the Code.
"Bank" - means Investors Federal Bank, National Association
and its predecessors and successors.
"Board" or "Board of Directors" - means the board of
directors of the Corporation or its Affiliate, as applicable.
"Change in Control" of the Bank or the Corporation means a
change in control of a nature that: (i) would be required to be
reported in response to Item 1(a) of the current report on Form
8-K, as in effect on the date hereof, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"); or (ii) results in a Change in Control of the Bank or the
Corporation within the meaning of the Bank Holding Company Act of
1956, as amended ("BHCA"), and applicable rules and regulations
promulgated thereunder, as in effect at the time of the Change in
Control; or (iii) without limitation such a Change in Control
shall be deemed to have occurred at such time as (a) any "person"
(as the term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 25% or more of the
combined voting power of Corporation's outstanding securities
except for any securities purchased by the Bank's employee stock
ownership plan or trust; or (b) individuals who constitute the
Board on the date hereof (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof, provided,
however, that this subsection (b) shall not apply if the
Incumbent Board is replaced by the appointment by a Federal
banking agency of a conservator or receiver for the Bank and,
provided further that any person becoming a director subsequent
to the date hereof whose election was approved by a vote of at
least two-thirds of the directors comprising the Incumbent Board,
or whose nomination for election by the Corporation's
stockholders was approved by the same nominating committee
serving under an Incumbent Board, shall be, for purposes of this
clause (b), considered as though he were a member of the
Incumbent Board; or (c) a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets of the
Bank or the Corporation or similar transaction in which the Bank
or Corporation is not the surviving institution occurs; or (d) a
proxy statement soliciting proxies from stockholders of the
Corporation, by someone other than the current management of the
Corporation, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Corporation or
Bank or similar transaction with one or more corporations as a
result of which the outstanding shares of the class of securities
then subject to such plan or transaction are to be exchanged for
or converted into cash or property or securities not issued by
the Bank or Corporation shall be distributed and the requisite
number of proxies approving such plan of reorganization, merger
or consolidation of the Corporation or Bank are received and
voted in favor of such transactions; or (e) a tender offer is
made for 25% or more of the outstanding securities of the Bank or
Corporation and the shareholders owning beneficially or of record
25% or more of the outstanding securities of the Bank or
Corporation have tendered or
offered to sell their shares pursuant to such tender offer and
such tendered shares have been accepted by the tender offeror.
"Code" - means the Internal Revenue Code of 1986, as
amended.
"Committee" - means the Committee referred to in Section 6
hereof.
"Continuous Service" - means the absence of any interruption
or termination of service as a director, advisory director,
officer or employee of the Corporation or any Affiliate. Service
shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the
Corporation or any Affiliate or in the case of transfers between
payroll locations of the Corporation or between the Corporation,
its subsidiaries or its successor. With respect to any advisory
director, continuous service shall mean availability to perform
such functions as may be required of such persons.
"Corporation" - means IFB Holdings, Inc., a Delaware
corporation.
"Disability" - means the permanent and total inability by
reason of mental or physical infirmity, or both, of an employee
to perform the work customarily assigned to him. Additionally, a
medical doctor selected or approved by the Board must advise the
committee that it is either not possible to determine when such
Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said
Participant's lifetime.
"ERISA" - means the Employee Retirement Income Security Act
of 1974, as amended.
"Non-Employee Director" - means a director who (a) is not
employed by the Company or an Affiliate; (b) does not receive
compensation directly or indirectly as a consultant (or in any
other capacity than as a director) greater than $60,000; (c) does
not have an interest in a transaction requiring disclosure under
Item 404(a) of Regulation S-K; or (d) is not engaged in a
business relationship for which disclosure would be required
pursuant to Item 404(b) of Regulation S-K.
"Normal Retirement" means retirement after reaching 65 years
of age.
"Outside Director" - means a director of the Corporation or
an Affiliate who is not an employee of the Corporation or an
Affiliate.
"Participant" - means any director, advisory director,
officer or employee of the Corporation or any Affiliate who is
selected by the Committee to receive an Award.
"Plan" - means the Recognition and Retention Plan of the
Corporation.
"Restricted Period" - means the period of time selected by
the Committee for the purpose of determining when restrictions
are in effect under Section 3 hereof with respect to Restricted
Stock awarded under the Plan.
"Restricted Stock" - means Shares which have been
contingently awarded to a Participant by the Committee subject to
the restrictions referred to in Section 3 hereof, so long as such
restrictions are in effect.
"Shares" - means the common stock, par value $0.01 per
share, of the Corporation.
3. Terms and Conditions of Restricted Stock.
The Committee shall have full and complete authority,
subject to the limitations of the Plan, to grant awards of
Restricted Stock and, in addition to the terms and conditions
contained in paragraphs (a) through (f) of this Section 3, to
provide such other terms and conditions (which need not be
identical among Participants) in respect of such Awards, and the
vesting thereof, as the Committee shall determine.
(a) At the time of an award of Restricted Stock, the
Committee shall establish for each Participant a Restricted
Period during which or at the expiration of which, as the
Committee shall determine and provide in the agreement referred
to in paragraph (d) of this Section 3, the Shares awarded as
Restricted Stock shall vest, and subject to any such other terms
and conditions as the Committee shall provide, shares of
Restricted Stock may not be sold, assigned, transferred, pledged,
voted or otherwise encumbered by the Participant, except as
hereinafter provided, during the Restricted Period. Except for
such restrictions, and subject to paragraphs (c) and (e) of this
Section 3 and Section 4 hereof, the Participant as owner of such
shares shall have all the rights of a stockholder. The
Committee shall have the authority, in its discretion, to
accelerate the time at which any or all of the restrictions shall
lapse with respect thereto, or to remove any or all of such
restrictions.
(b) If a Participant ceases to maintain Continuous Service
for any reason (other than death, Disability, Normal Retirement,
or following a Change in Control), all Shares of Restricted Stock
awarded to such Participant and which at the time of such
termination of Continuous Service are subject to the restrictions
imposed by paragraph (a) of this Section 3 shall upon such
termination of Continuous Service be forfeited and returned to
the Corporation. If a Participant ceases to maintain Continuous
Service by reason of death, Disability, Normal Retirement, or
following a Change in Control, Restricted Stock then still
subject to restrictions imposed by paragraph (a) of this
Section 3 will be free of those restrictions and shall be
immediately vested.
(c) Each certificate in respect of Shares of Restricted
Stock awarded under the Plan shall be registered in the name of
the Participant or in the name of the Plan on behalf of the
Participant and deposited by the Participant, together with a
stock power endorsed in blank, with the Corporation and shall
bear the following (or a similar) legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the Recognition
and Retention Plan of IFB Holdings, Inc. Copies of such Plan are
on file in the office of the Secretary of IFB Holdings, Inc., 522
Washington Street, Chillicothe, Missouri 64601."
(d) At the time of any Award, the Participant shall enter
into an agreement with the Corporation in a form specified by the
Committee, agreeing to the terms and conditions of the Award and
such other matters as the Committee, in its sole discretion,
shall determine (the "Restricted Stock Agreement").
(e) After an Award has been granted but before such Award
has been earned, the Participant shall receive any cash dividends
paid with respect to such shares, or shall share in any pro-rata
return of capital to all shareholders with respect to the Common
Stock. Stock dividends declared by the Corporation and paid on
Awards that have not yet been earned shall be subject to the same
restrictions as the Restricted Stock and the certificate(s) or
other instruments representing or evidencing such shares shall be
legended in the manner provided in paragraph 3(c) and shall be
delivered to the Escrow Agent for distribution to the Participant
when the Restricted Stock upon which such dividends were paid are
earned. Unless the Participant has made an election under
Section 83(b) of the Code, cash dividends or other amounts so
paid on shares that have not yet been earned by the Participant
shall be treated as compensation income to the Participant when
paid. If dividends are paid with respect
to shares of Restricted Stock under the Plan that have been
issued but not awarded, or that have been forfeited and returned
to the Corporation or to a trust established to hold issued and
unawarded or forfeited shares, the Committee can determine to
award such dividends to any Participant or Participants under the
Plan, to any other employee or director of the Corporation or the
Bank, or can return such dividends to the Corporation.
(f) After an Award has been granted, the Participant as
conditional owner of the Restricted Stock shall have the
right to vote such shares.
(g) At the expiration of the restrictions imposed by
paragraph (a) of this Section 3, the Corporation shall redeliver
to the Participant (or where the relevant provision of
paragraph (b) of this Section 3 applies in the case of a deceased
Participant, to his legal representative, beneficiary or heir)
the certificate(s) and stock power deposited with it pursuant to
paragraph (c) of this Section 3 and the Shares represented by
such certificate(s) shall be free of the restrictions referred to
in paragraph (a) of this Section 3.
4. Adjustments Upon Changes in Capitalization.
In the event of any change in the outstanding Shares
subsequent to the effective date of the Plan by reason of any
reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any
change in the corporate structure or Shares of the Corporation,
the maximum aggregate number and class of shares as to which
Awards may be granted under the Plan and the number and class of
shares with respect to which Awards theretofore have been granted
under the Plan shall be appropriately adjusted by the Committee,
whose determination shall be conclusive. Any shares of stock or
other securities received, as a result of any of the foregoing,
by a Participant with respect to Restricted Stock shall be
subject to the same restrictions and the certificate(s) or other
instruments representing or evidencing such shares or securities
shall be legended and deposited with the Corporation in the
manner provided in Section 3 hereof.
5. Assignments and Transfers.
No Award nor any right or interest of a Participant under
the Plan in any instrument evidencing any Award under the Plan
may be assigned, encumbered or transferred except, in the event
of the death of a Participant, by will or the laws of descent and
distribution or pursuant to a domestic relations order as defined
in the Code or Title I of ERISA or the rules thereunder.
6. Administration.
The Plan shall be administered by a Committee of the Board
consisting of either (i) at least two Non-Employee Directors of
the Corporation, or (ii) the entire Board of the Corporation.
Except as limited by the express provisions of the Plan, the
Committee shall have sole and complete authority and discretion,
to (i) select Participants and grant Awards; (ii) determine the
number of shares to be subject to types of Awards generally, as
well as to individual Awards granted under the Plan; (iii)
determine the terms and conditions upon which Awards shall be
granted under the Plan; (iv) prescribe the form and terms of
instruments evidencing such grants; and (v) establish from time
to time regulations for the administration of the Plan, interpret
the Plan, and make all determinations deemed necessary or
advisable for the administration of the Plan.
A majority of the Committee shall constitute a quorum, and
the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by a
majority of the Committee without a meeting, shall be acts of the
Committee.
7. Shares Subject to Plan.
Subject to adjustment by the operation of Section 4 hereof,
the maximum number of Shares with respect to which Awards may be
made under the Plan is 4% of the total Shares sold in the Bank's
conversion to stock form. The shares with respect to which
Awards may be made under the Plan may be either authorized and
unissued shares or issued shares reacquired and held as treasury
shares. An Award shall not be considered to have been made under
the Plan with respect to Restricted Stock which is forfeited and
new Awards may be granted under the Plan with respect to the
number of Shares as to which such forfeiture has occurred.
8. Employee Rights Under the Plan.
No director, officer or employee shall have a right to be
selected as a Participant nor, having been so selected, to be
selected again as a Participant and no director, officer,
employee or other person shall have any claim or right to be
granted an Award under the Plan or under any other incentive or
similar plan of the Corporation or any Affiliate. Neither the
Plan nor any action taken thereunder shall be construed as giving
any employee any right to be retained in the employ of the
Corporation, the Bank or any Affiliate.
9. Withholding Tax.
Upon the termination of the Restricted Period with respect
to any shares of Restricted Stock (or at any such earlier time
that an election is made by the Participant under Section 83(b)
of the Code, or any successor provision thereto, to include the
value of such shares in taxable income), the Corporation may
withhold from any payment or distribution made under this Plan
sufficient Shares or may withhold or cause to be paid by
Participant sufficient cash to cover any applicable withholding
and employment taxes. The Corporation shall have the right to
deduct from all dividends paid with respect to shares of
Restricted Stock the amount of any taxes which the Corporation is
required to withhold with respect to such dividend payments. No
discretion or choice shall be conferred upon any Participant with
respect to the form, timing or method of any such tax
withholding.
10. Amendment or Termination.
The Board of Directors of the Corporation may amend, suspend
or terminate the Plan or any portion thereof at any time,
provided, however, that no such amendment, suspension or
termination shall impair the rights of any Participant, without
his consent, in any Award theretofore made pursuant to the Plan.
Any amendment or modification of the Plan or an outstanding Award
under the Plan, including but not limited to the acceleration of
vesting of an outstanding Award for reasons other than death,
Disability, Normal Retirement, or termination following a Change
in Control, shall be approved by the Committee or the full Board
of the Corporation.
11. Term of Plan.
The Plan shall become effective on January 1, 1998 following
its ratification by stockholders of the Corporation. It shall
continue in effect until the earlier of (i) ten years from the
effective date unless sooner terminated under Section 10 hereof,
or (ii) the date on which all shares of common stock available
for award hereunder have vested in the recipients of such Awards.