UNITED COMMUNITY FINANCIAL CORP. (NASDAQ:UCFC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On December31, 2016, the Compensation Committee of the Board
of Directors of United Community Financial Corp. (the Company)
approved the United Community Financial Corp. Deferred
Compensation Plan, Amended and Restated Effective January1, 2017
(the DCP), effective January1, 2017. The DCP amends and restates
the Companys existing Deferred Compensation Plan, which was
effective January1, 2016. The terms of the prior Deferred
Compensation Plan continue to apply for amounts deferred prior to
January1, 2017. The terms of the DCP apply for all amounts
deferred on or after January1, 2017.
The DCP is an unfunded deferred compensation plan for a select
group of key management or highly compensated employees,
including named executive officer, of the Company and its
affiliates. The DCP provides additional deferral and employer
contribution opportunities and certain other changes. Under the
DCP certain eligible employees now have the opportunity to defer
receipt of all or a portion of their base salary and bonus
compensation. The DCPs purpose is to provide a select group of
management or highly compensated employees (within the meaning of
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA), including
named executive officers, of the Company and participating
affiliates, who contribute significantly to the future business
success of the Company and its affiliates, with supplemental
retirement income benefits through the elective deferral of base
salary and bonus compensation and through discretionary employer
contributions in order to further long-term growth of the
Company. The DCP allows certain senior level employees to defer
receipt of certain compensation, keeping their financial
interests aligned with the Company, and providing them with a
long-term incentive to continue providing services to the
Company.
The DCP is an unfunded, non-qualified benefit arrangement
designed to provide participants with the opportunity to make
elective deferrals and receive employer contributions that such
participants would have been able to make and receive under The
Home Savings Loan Company 401(k) Savings Plan (401(k) Plan) but
for certain Internal Revenue Code (Code) limitations.
The DCP provides for three types of contributions: (1)elective
deferrals, (2)employer matching contributions, and (3)employer
nonelective contributions. The DCP provides a participant with
the opportunity to elect to defer into the DCP (i)excess
contributions (as defined in Code section 401(k)(8)), excess
deferrals (as defined in Code section 402(g)(2)(A)), and excess
annual additions (under Code section 415) that are distributable
to the participant from the 401(k) Plan, and (ii)for eligible
participants selected by the Compensation Committee, base salary
and bonus compensation (and for which a matching contribution may
apply) as well as certain non-deductible amounts under Code
section 162(m).
A participant who had his or her matching contributions limited
under the 401(k) Plan due to limitations imposed by the
nondiscrimination testing requirements (and who makes a timely
election) will receive an employer contribution equal to the
difference between the matching contribution the participant
would have received under the 401(k) Plan if the
nondiscrimination testing limitations had not been imposed and
the matching contribution the participant actually received. A
participant who has his or her employer nonelective contribution
limited under the 401(k) Plan due to limitations imposed by the
nondiscrimination testing requirements (and who makes a timely
election) will receive an employer contribution equal to the
difference between the employer nonelective contribution the
participant would have received under the 401(k) Plan if the
nondiscrimination testing limitations had not been imposed and
the nonelective contributions the participant actually received.
If a participant is eligible to defer base salary and/or bonus
compensation, and makes a timely election to defer such amounts,
the Company may match such deferrals at the rate utilized by the
401(k) Plan for amounts deferred under that plan.
Participants may make hypothetical investments of their
hypothetical deferred amounts and any employer matching
contribution. The ultimate benefit for a participant will depend
on the hypothetical contributions on the participants behalf and
the hypothetical earnings thereon. Earnings are calculated based
on hypothetical investment options which are expected to be
real-world mutual funds. It is not anticipated that hypothetical
investment in Company stock will be available. The Company may
set aside funds in a so-called Rabbi Trust to provide a resource
for paying benefits.
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A participant is 50% vested in elective deferrals made to the DCP
but generally must complete three years of service to be vested
in employer contributions made to the DCP. A participant will
become 50% vested in employer contributions upon death, change in
control (as defined in the DCP) and attainment of age 65.
A participant is entitled to a distribution from the DCP upon the
earlier of the date the participant separates from service (as
defined in the DCP) with the Company and its affiliates, the DCP
termination, or the participants death. Distributions due to
separation from service are delayed until the first day of the
seventh month following separation regardless of whether the
participant is a specified employee. Distributions of corrective
amounts from the DCP due to separation from service generally are
paid in three substantially equal annual installment payments,
while distributions from the DCP to a beneficiary upon the death
of a participant will be paid in a lump sum payment as soon as
administratively feasible following the participants death. If a
participant is eligible to defer salary and/or bonus
compensation, the participant may have two additional
distribution options. First, the participant may elect to have
distributions commence on a designated date (provided that date
occurs before any other payment event) as a lump sum or in three
substantially equal annual installments. Second, the participant
may be permitted to elect payment in eleven substantially equal
annual installments following a separation from service.
A copy of the United Community Financial Corp. Deferred
Compensation Plan, Amended and Restated Effective January1, 2017,
is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item9.01 |
Financial Statements and Exhibits |
(d) |
Exhibits |
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| 10.1 |
United Community Financial Corp. Deferred Compensation Plan, Amended and Restated Effective January 1, 2017 |
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About UNITED COMMUNITY FINANCIAL CORP. (NASDAQ:UCFC)
United Community Financial Corp. is a unitary thrift holding company for The Home Savings and Loan Company of Youngstown, Ohio (the Bank). The Bank operates through banking services segment. The Bank conducts its business through over 30 retail banking offices and loan production centers located throughout Ohio and western Pennsylvania. The Bank is engaged in the origination of mortgage loans, including construction loans on residential and nonresidential real estate located in Home Savings’ primary market area, which consists of Ashland, Columbiana, Cuyahoga, Erie, Franklin, Geauga, Huron, Lake, Mahoning, Portage, Richland, Stark, Summit and Trumbull Counties in Ohio and Allegheny and Beaver Counties in Pennsylvania. In addition to real estate lending, the Bank originates commercial loans and consumer loans. UNITED COMMUNITY FINANCIAL CORP. (NASDAQ:UCFC) Recent Trading Information
UNITED COMMUNITY FINANCIAL CORP. (NASDAQ:UCFC) closed its last trading session down -0.01 at 8.84 with 43,454 shares trading hands.