EX-10.26





Exhibit 10.26



AMENDED AND RESTATED

COMMUNITY FIRST BANK AND TRUST

MANAGEMENT INCENTIVE COMPENSATION PLAN




Objective





	A.	 	To maximize the Bank’s long term profitability and the return on shareholders
equity.
	 
	B.	 	To promote teamwork among members of management and to encourage superior
individual performance.
	 
	C.	 	To provide management the ability to earn incentive compensation proportional
to the Bank’s success and their individual contributions.





Eligibility




All senior officers of the Bank may be eligible for consideration as plan participants.
Actual participation will be recommended by Senior Bank Management and approved by the Board
of Directors. To be recommended an individual participant must:




	1.	 	be performing in a fully satisfactory manner; and
	 
	2.	 	hold a position appropriate for the use of incentive compensation.





Participation Groups




The plan will have three groups of participants based upon level of management
responsibilities.



Plan Components




The Management Incentive Compensation Plan has two components:




	1.	 	The Bank and/or unit performance measurement; and
	 
	2.	 	The individual measurement.





Individual Awards




Individual awards are expressed as a percentage of each individual’s base salary as of
December 31 of the plan year, and are payable by virtue of Bank and/or Branch performance.



If approved for participation, an employee hired during the plan year will be eligible to
receive partial incentive compensation based upon the base salary at time of eligibility and
the period remaining in the plan year. No payment will be made for participation of less
than two months of the plan year.



 









 





A.    Ineligibility During Plan Period




An individual participant who becomes ineligible during the plan year for any reason other
than normal retirement as defined in the Bank’s retirement plan, death or disability, will
cease to participate in the plan and will not receive any incentive payment for the period
of eligibility.



B.    Calculation of Performance Targets




All performance targets will be calculated on an after bonus basis.



C.    Distribution of Awards




Payments will be made upon recommendation by Senior Bank Management and approval of the
Board of Directors and shall occur between January 1 and March 15 following the completion
of the management incentive compensation year. Any undistributed funds will revert to the
Bank and the fund will terminate.



D.    Termination of Employment




Except as specifically provided below, to receive payment an employee must be an active
employee at the end of the management incentive compensation year.



E.    Retirement




A participant in the plan who has been employed during the entire plan year, but who is
retired, as defined in the Bank’s retirement plan, at the time the awards are paid, will be
eligible for full management incentive compensation payment. Employees retiring prior to the
end of the plan year will be eligible for pro-rata participation based upon Bank and/or
Branch performance for the plan year, the employee’s individual performance, and the time of
the employee’s active participation in the plan, provided such participation is at least two
months.



F.    Leave of Absence or Disability




A participant in the plan who becomes disabled, as defined in the Bank’s long-term
disability plan, or who, for other reasons, must take a leave of absence during the plan
year may, at the discretion of Bank management, be eligible to receive partial management
incentive compensation. Such award, if approved, will be based upon Bank and/or Branch
performance for the plan year, the employee’s individual performance, and the time of the
employee’s active participation in the plan, provided such participation is at least two
months.



G.    Death




The estate of a participant in the plan who has been employed during the entire plan year,
but who dies prior to the time the awards are paid, will be eligible to receive full
management incentive compensation payment. The estate of employees dying prior to the end of
the plan year will be eligible to receive pro-rata participation based upon Bank



 









 







and/or Branch performance for the plan year, the employee’s individual performance, and the
time of the employee’s active participation in the plan, provided such participation is at
least two months.



H.    Amendments




The Bank reserves the rights to change, modify, or terminate this plan, with or without
notice, in whole or in part, at any time. However, if the decision is ever made to change,
modify, or terminate the plan, then, incentive compensation earned prior to the date the
decision to change, modify, or terminate the plan is made, will be pro-rated and paid
accordingly.



I.    General Information




No individual employee or other person has any claim to be included in the plan or to be
paid management incentive compensation under the plan until said individual has been
declared an eligible participant by Senior Bank Management and approved by the Board of
Directors. In addition, all of the applicable provisions of the Management Incentive
Compensation Plan must have been met, including the availability of funds, the determination
of the extent to which goals have been met, and the individual performance evaluation.



General Program Provisions




A.    Administration of the Plan




Senior Bank Management has full power and final authority to construe, interpret, and
administer the plan. No member of management shall be personally liable for damage, in the
absence of bad faith, for any act or omission with respect to the operation or
administration of the plan.



B.    Eligibility During Plan Period




Any employee, who becomes eligible for participation in the plan due to employment or
promotion during the plan year, will be considered for inclusion in a participant group
consistent with the employee’s assigned position.



If approved for participation, the employee will be eligible to receive partial incentive
compensation based upon the base salary at time of eligibility and the period remaining in
the plan year. No payment will be made for participation of less than two months of the plan
year.



C.    Ineligibility During Plan Period




An individual participant who becomes ineligible during the plan year for any reason other
than normal retirement as defined in the Bank’s retirement plan, death or disability, will
cease to participate in the plan, and will not receive any incentive payment for the period
of eligibility.



 









 





D.    Calculation of Performance Targets




All performance targets will be calculated on an after bonus basis.



E.    Distribution of Awards




Payments will be made upon approval by Senior Bank Management and shall occur between
January 1 and March 15 following the completion of the incentive compensation year. Any
undistributed funds will revert to the Bank and the fund will terminate.



F.    Termination of Employment




Except as specifically provided below, to receive payment an employee must be an active
employee at the end of the incentive compensation year.



G.    Retirement




A participant in the plan who has been employed during the entire plan year, but who is
retired, as defined in the Bank’s retirement plan, at the time the awards are paid, will be
eligible for full incentive compensation payment. Employees retiring prior to the end of
the plan year will be eligible for pro-rata participation based upon Branch performance for
the plan year, the employee’s individual performance, and the time of the employee’s active
participation in the plan, provided such participation is at least two months.



H.    Leave of Absence or Disability




A participant in the plan who becomes disabled, as defined in the Bank’s long-term
disability plan, or who, for other reasons, must take a leave of absence during the plan
year may, at the discretion of Bank management, be eligible to receive partial incentive
compensation. Such award, if approved, will be based upon Branch performance for the plan
year, the employee’s individual performance, and the time of the employee’s active
participation in the plan, provided such participation is at least two months.



I.    Death




The estate of a participant in the plan who has been employed during the entire plan year,
but who dies prior to the time the awards are paid, will be eligible to receive full
incentive compensation payment. The estate of employees dying prior to the end of the plan
year will be eligible to receive pro-rata participation based upon Branch performance for
the plan year, the employee’s individual performance, and the time of the employee’s active
participation in the plan, provided such participation is at least two months.



J.    Amendments




The Bank reserves the rights to change, modify, or terminate this plan, with or without
notice, in whole or in part, at any time. However, if the decision is ever made to change,
modify, or terminate the plan, then, incentive compensation earned prior to the date the



 









 







decision to change, modify, or terminate the plan is made, will be pro-rated and paid
accordingly.



K.    General Information




No individual employee or other person has any claim to be included in the plan or to be
paid incentive compensation under the plan until said individual has been declared an
eligible participant by Senior Bank Management. In addition, all of the applicable
provisions of the Management Incentive Compensation Plan must have been met, including the
availability of funds, the determination of the extent to which goals have been met, and the
individual performance evaluation.