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UCFC > SEC Filings for UCFC > Form 8-K on 21-Jul-2009All Recent SEC Filings

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Form 8-K for UNITED COMMUNITY FINANCIAL CORP


21-Jul-2009

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On July 15, 2009, the Compensation Committee and the Board of Directors of United Community Financial Corporation ("UCFC") approved the Executive Incentive Plan ("EIP"). Messrs. McKay, Bevack and Reske, in addition to other executive officers, will participate in the EIP. The EIP provides incentive compensation awards based upon UCFC's actual performance for the calendar year compared to the actual performance of an established peer group for the same calendar year, looking at six performance measures. See the "Weightings" table below. The Compensation Committee and the Board of Directors used the following criteria to establish the 2009 peer group: (a) assets between $1.75 and $5.0 billion; and (b) publicly traded banks and thrifts headquartered in Ohio, Indiana, Michigan and Western Pennsylvania. Old Second Bancorp, Inc., Aurora, Illinois, was also included in the peer group based upon management's recommendation. The 2009 peer group is as follows:

        S&T Bancorp, Inc.                1st Source Corporation
        First Merchants Corporation      Chemical Financial Corporation
        First Financial Bancorp.         Integra Bank Corporation
        First Place Financial Corp.      Independent Bank Corporation
        Old Second Bancorp, Inc.         MainSource Financial Group, Inc.
        First Financial Corporation      Lakeland Financial Corporation
        Mercantile Bank Corporation      Macatawa Bank Corporation
        Citizens First Bancorp, Inc.     ESB Financial Corporation
        First Defiance Financial Corp.   Peoples Bancorp Inc.
        Parkvale Financial Corporation

In order for any awards to be made under the EIP for a calendar year's performance, UCFC must report positive net income for that calendar year, calculated in accordance with GAAP, but adjusted to exclude the effect of extraordinary items. If this threshold is met, incentive awards will be calculated based upon UCFC's performance against its peers in the six weighted performance measures. See the "Weightings" table below. For 2009, the target and maximum incentive awards, respectively, measured as a percentage of base salary are as follows: Mr. McKay-50%, 100%; Mr. Bevack-45%, 90%; and Mr. Reske-40%, 80%. Once the award under the EIP is calculated, it is paid 60% in cash and 40% in restricted stock or stock options. The restricted stock or stock option awards will be awarded under the Amended and Restated United Community 2007 Long-Term Incentive Plan and vest equally over three years, beginning on the first anniversary of the award. Awards under the EIP cannot be made until all peer companies have reported full calendar year earnings.
The calculation of the incentive awards under the EIP is as follows. First, it must be determined where UCFC's actual performance falls in comparison to the peer group for each of the six performance measures. The comparison is based upon percentiles which correspond to a threshold level for that performance measure. See the "Threshold Levels" table below. Then, the threshold level achieved is used to determine the bonus percentage for that performance measure based upon the


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executive officer's position. See the "Bonus Percentages" table below. This bonus percentage is multiplied by the performance measure's assigned weighting and by the executive's base salary to determine what amount, if any, is awarded for UCFC's actual performance for that performance measure. The amount earned for each performance measure is added together to determine the total incentive award under the EIP.
Bonus Percentages As Percent of Base Compensation

       Threshold       CEO       Pres/COO        CFO
         Level       Group 1      Group 2      Group 3    Actual Performance versus Peers

              1         0.0 %         0.0 %       0.0 %   Below 25th Percentile
              2        10.0 %         9.0 %       8.0 %   Above 25th percentile
              3        20.0 %        18.0 %      16.0 %   Above 30th percentile
              4        30.0 %        27.0 %      24.0 %   Above 35th Percentile
              5        40.0 %        36.0 %      32.0 %   Above 40th Percentile

              6        50.0 %        45.0 %      40.0 %   At or Above Median

              7        60.0 %        54.0 %      48.0 %   Above 55th Percentile
              8        70.0 %        63.0 %      56.0 %   Above 60th Percentile
              9        80.0 %        72.0 %      64.0 %   Above 65th Percentile
             10        90.0 %        81.0 %      72.0 %   Above 70th Percentile
             11       100.0 %        90.0 %      80.0 %   At or Above 75th Percentile

Weightings for Performance Measures

                                                 Weight
                          Profitability            40.0 %

                          ROAE                      5.0 %
                          ROAA                     25.0 %
                          Budget Net Income        10.0 %

                          Growth                   10.0 %

                          Core Deposit Growth      10.0 %

                          Asset Quality            50.0 %

                          Texas Ratio              40.0 %
                          NCOs/Average Loans       10.0 %

                          Total Weighting         100.0 %



Definitions:    "Core" ROAE and ROAA": GAAP performance excluding extraordinary
                items Core Deposit Growth: Total Deposits less CDs>$100,000,
                brokered deposits and public deposits Texas Ratio: Nonperforming
                Assets divided by sum of Tangible Common Equity plus Loan Loss
                Reserve


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Threshold Levels

                    Overall Profitability           Growth Rate        Asset Quality
                                                                                 NCOs/
              Core        Core       Net Income     Core Deposit     Texas      Average
    Level     ROAE        ROAA         Budget          Growth        Ratio       Loans

      1     <25th Pct   <25th Pct   70% of Budget    <25th Pct     <25th Pct   <25th Pct

      2       25th        25th           75%            25th         25th        25th
      3       30th        30th           80%            30th         30th        30th
      4       35th        35th           85%            35th         35th        35th
      5       40th        40th           95%            40th         40th        40th

      6      Median      Median         100%           Median       Median      Median

      7       55th        55th          105%            55th         55th        55th
      8       60th        60th          115%            60th         60th        60th
      9       65th        65th          120%            65th         65th        65th
     10       70th        70th          125%            70th         70th        70th
     11     >75th Pct   >75th Pct       130%         >75th Pct     >75th Pct   >75th Pct

Definition: Pct: Percentile Rank within defined Peer Group For example, if UCFC's Core ROAE for 2009 falls into the 40th percentile when compared to its peers, Mr. McKay's incentive award for that performance measure would be as follows:

       Incentive Plan     Bonus Percentage (based)
       Weighting         on Threshold Level achieved     Base Salary
            5.0%      X              40%             X   $   382,000     = $7,640


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