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EXHIBIT 10.4 -- SCHEDULE OF NAMED EXECUTIVE OFFICER COMPENSATION
BASE SALARY. For 2005, the named executive officers will receive the
following base salaries:
NAME AND PRINCIPAL POSITION SALARY
- --------------------------------------------------------- -----------
DONALD E. SMITH $517,984.22
President and Chairman of the Corporation;
Chairman of FFB
NORMAN L. LOWERY $417,218.92
Vice Chairman, CEO and Vice President of the Corporation;
President and CEO of FFB
MICHAEL A. CARTY $166,500.00
CFO, Secretary and Treasurer of the Corporation;
Senior Vice President of FFB
RICHARD O. WHITE $143,593.00
Senior Vice President of FFB
THOMAS S. CLARY $140,600.00
Senior Vice President of FFB and COO
ANNUAL BONUS AMOUNTS. The Compensation Committee determines whether a
bonus should be paid based primarily upon the overall performance of the
Corporation.
LONG-TERM INCENTIVE PLAN. Beginning in 1999 the Board began discussions
with several consultants regarding compensation programs. These consultations
and discussions focused on an analysis of compensation programs of other
financial institutions and what actions were needed to provide comparable
compensation packages to directors, officers and key employees. These
discussions and the analysis of the information received culminated with the
adoption by the Board in November 2000 of the 2001 Long-Term Incentive Plan,
effective January 1, 2001. The plan expires on December 31, 2009.
This plan was adopted after lengthy Board discussions with and
consultation from Clarke Bardes Consulting. The plan is designed to enhance
stockholder value of the Corporation by attracting and retaining directors,
officers and other key employees and provide further incentive for directors,
officers and other key employees to give their maximum effort to the continued
growth and success of the Corporation. This is an unfunded, nonqualified plan of
deferred compensation which is administered by the Compensation Committee.
Directors and executive officers who are "highly compensated employees"
within the meaning of Section 201(2) of ERISA, and who are age 65 of under are
eligible to participate in the plan. The Compensation Committee has designated
as participants in the plan all directors of the Corporation, the executive
officers listed in the summary compensation table below, the presidents of its
subsidiary banks and certain other officers. Individuals are not eligible to
receive rewards of compensation under the plan after age 65. Messrs. Smith,
Niemeyer and O'Leary are exempted from the age limitations of the plan at the
plan's inception. Messrs. Niemeyer and O'Leary are non-employee directors of the
Corporation.
Rewards of compensation under the plan are based upon the specific "award
amount" for each individual specified in the plan. There are four tiers of
participants in the plan, with a different award amount specified for each tier.
The award amounts were established after discussions with and receipt of advice
from the Corporation's consultant, who had performed an analysis of a peer group
of companies for the Corporation and the financial institution industry
generally.
Rewards of compensation equal 90, 100 or 110 percent of the individual's
award amount. The percentage of the award made is dependent upon whether the
Corporation and the subsidiary banks attain either the first, second or third
target level of performance goals established by the Compensation Committee for
the Corporation and each subsidiary bank. If the first target level is not
attained, no award is made. If the first, second or third levels of the
performance goals are attained, the award will equal 90, 100 or 110 percent of
the award amount, respectively.
Payments under the plan generally do not begin until the earlier of
January 1, 2015, or the January 1 immediately following the year in which the
participant reaches age 65. Payments are in cash only and are generally made in
180 equal consecutive monthly installments.
Directors and executives become 100 percent vested in their awards if or
when they have provided five years of service to the Corporation or the
respective subsidiary.
Awards for 2005 will be based on a weighted point total of the following
target goals for the Corporation and its subsidiary banks: return on average
assets, return on average equity, net after-tax income and corporate earnings
per share.
EMPLOYEE STOCK OWNERSHIP PLAN. The Corporation sponsors the First
Financial Corporation Employee Stock Ownership Plan ("ESOP") and the First
Financial Corporation Employees' Pension Plan ("Pension Plan") for the benefit
of substantially all of the employees of the Corporation and its subsidiaries.
These plans constitute a "floor offset" retirement program, so that the Pension
Plan provides each participant with a minimum benefit which is offset by the
benefit provided by the ESOP.
Under the terms of the ESOP, the Corporation or its subsidiaries, as
participating employers, may contribute Corporation common stock to the ESOP or
contribute cash to the ESOP, which will be primarily invested in the
Corporation's common stock. The amount of contributions, when they are made, is
determined by the Board of Directors of the Corporation. No participant
contributions are required or allowed under the ESOP. Participants have the
right to direct the voting of the shares of the Corporation's stock allocated to
their accounts under the ESOP on all corporate matters.
DEFINED BENEFIT PLAN. The Pension Plan was adopted in conjunction with,
but is separate from, the ESOP. The monthly guaranteed minimum benefit under the
Pension Plan is reduced by the monthly benefit derived from the participant's
vested portion of his ESOP account balance, calculated by the actuary for the
Pension Plan as a single life annuity. The normal retirement benefit will begin
at age 65 and be paid monthly for as long as the participant lives.
The Corporation implemented a nonqualified supplemental retirement plan
and a nonqualified deferred compensation plan to replace benefits lost due to
the Internal Revenue Code limitations on benefits and compensation and
limitations imposed on employer contributions under the ESOP and the pension
plan. These plans are unfunded, and no contributions by the Corporation were
made to these plans during the last three fiscal years.
OTHER COMPENSATION PLANS. At various times in the past the Corporation has
adopted certain broad-based employee benefit plans in which the executive
officers are permitted to participate on the same terms as other corporation
employees who meet applicable eligibility criteria, subject to any legal
limitations on the amount that may be contributed or the benefits that may be
payable under the plans.