Unassociated Document


    Exhibit
      10.15 North
      Central Bancshares, Inc. 2006 Incentive Award Plan

    


    


    North
      Central Bancshares, Inc.

    2006
      Incentive Award Plan

    


    THIS
      PLAN
      is effective the 26th
      day of
      May, 2006, by North Central Bancshares, Inc. (the “Company”), the holding
      company for First Federal Savings Bank of Iowa (the “Bank”), located in Fort
      Dodge, IA. 

    


    Article
      1

    


    Purpose

    


    Section
      1.1 General
      Purpose of the Plan.
      The
      purpose of the Plan is to promote the growth and profitability of the Company
      and Bank by providing eligible key officers with an incentive award opportunity
      to achieve corporate objectives and by attracting and retaining individuals
      of
      outstanding competence by aligning their interests with the interests of the
      Company in obtaining superior financial results. The incentive award will
      provide a payment based upon attainment of specified goals and
      objectives.

     

    Article
      2

    


    Definitions

    


    The
      following definitions shall apply for the purposes of this Plan, unless a
      different meaning is plainly indicated by the context:

     

    

      
        	
                Section
                  2.1 

              	
                Base
                  Salary  means
                  the average base salary that the Officer was paid during the twelve
                  month
                  calendar year from January through December of each
                  year.

              
	 	 
	
                Section
                  2.2 

              	
                Bank means
                  First Federal Savings Bank of Iowa and any successor
                  thereto.

              
	 	 
	
                Section
                  2.3 

              	
                Beneficiary means
                  the Person designated by an Eligible Officer to receive a benefit
                  payable
                  under this Plan following the Eligible Officer’s death.

              
	 	 
	
                Section
                  2.4 

              	
                Board means
                  the Board of Directors of the Company or Bank.

              
	 	 
	
                Section
                  2.5 

              	
                Change
                  in Control means
                  any of the following events:

              


      

       

    

    (a)
      consummation by North Central Bancshares, Inc. of a transaction that would
      result in the reorganization, merger or consolidation of North Central
      Bancshares, Inc. with one or more other persons, other than a transaction
      following which:

    

      
        	 	
                (i)
                  at least 51% of the equity ownership interests of the entity
                  

              
	 	
                resulting
                  from such transaction are beneficially owned (within the
                  

              
	 	
                meaning
                  of Rule 13d-3 promulgated under the Exchange Act) in 

              
	 	
                substantially
                  the same relative proportions by persons who, 

              
	 	
                immediately
                  prior to such transaction, beneficially owned (within 

              
	 	
                the
                  meaning of Rule 13d-3 promulgated under the Exchange Act)
                  

              
	 	
                at
                  least 51% of the outstanding equity ownership interests in North
                  

              
	 	
                Central
                  Bancshares, Inc.; and

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (ii)
                at least 51% of the securities entitled to vote generally in the
                 

              election
                of directors of the entity resulting from such transaction  

              are
                beneficially owned (within the meaning of Rule 13d- 3 

              promulgated
                under the Exchange Act) in substantially the same  

              relative
                proportions by persons who, immediately prior to such  

              transaction,
                beneficially owned (within the meaning of Rule 13d-3  

              promulgated
                under the Exchange Act) at least 51% of the securities

              entitled
                to vote generally in the election of directors of North  

              Central
                Bancshares, Inc.;

            


    

    


    (b)
      the
      acquisition of all or substantially all of the assets of North Central
      Bancshares, Inc. or beneficial ownership (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 20% or more of the outstanding securities
      of North Central Bancshares, Inc. entitled to vote generally in the election
      of
      directors by any person or by any persons acting in concert, or approval by
      the
      stockholders of North Central Bancshares, Inc. of any transaction which would
      result in such an acquisition;

    


    (c)
      a
      complete liquidation or dissolution of North Central Bancshares, Inc., or
      approval by the stockholders of North Central Bancshares, Inc. of a plan for
      such liquidation or dissolution;

    


    (d)
      the
      occurrence of any event if, immediately following such event, at least 50%
      of
      the members of the Board of Directors of North Central Bancshares, Inc. do
      not
      belong to any of the following groups:

    


    (i)
      individuals who were members of the Board of Directors of  

    North
      Central Bancshares, Inc. on the effective date of this Plan; or

    


    (ii)
      individuals who first became members of the Board of 

    Directors
      of North Central Bancshares, Inc. after the effective date  

    of
      this
      Plan either:

     

                                      
       (A)
      upon
      election to serve as a member of the Board of   

    Directors
      of North Central Bancshares, Inc. by affirmative vote 

    of
      three-quarters of the members of such Board, or of a   

    nominating
      committee thereof, in office at the time of such  

    first
      election; or

    


                                                    (B)
      upon
      election by the stockholders of North Central    

    Bancshares,
      Inc. to serve as a member of the Board of North   

    Central
      Bancshares, Inc., but only if nominated for election by  

    affirmative
      vote of three-quarters of the members of the Board   

    of
      Directors of North Central Bancshares, Inc., or of a   

    nominating
      committee thereof, in office at the time of such   

    first
      nomination; provided,
      however,
      that
      such individual's  

    election
      or nomination did not result from an actual or   

    threatened
      election contest (within the meaning of Rule 14a-11 

    of
      Regulation 14A promulgated under the Exchange Act) or  

    other
      actual or threatened solicitation of proxies or consents  

    (within
      the meaning of Rule 14a-11 of Regulation 14A   

    promulgated
      under the Exchange Act) other than by or on  

    behalf
      of
      the Board of North Central Bancshares, Inc.; or

    


    (e)
      any
      event which would be described in section 2.5(a), (b), (c) or (d) if the term
      "Bank" were substituted for the term "North Central Bancshares, Inc."
      therein.

    


    In
      no
      event, however, shall a Change in Control be deemed to have occurred as a result
      of any acquisition of securities or assets of North Central Bancshares, Inc.,
      the Bank, or a subsidiary of either of them, by North Central Bancshares, Inc.,
      the Bank, or a subsidiary of either of them, or by any employee benefit plan
      maintained by any of them. For purposes of this section 2.5, the term "person"
      shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of
      the
      Exchange Act.

     

    Section
      2.6  Code
      means
      the Internal Revenue Code of 1986 (including the corresponding provisions of
      any
      succeeding law).

    


    Section
      2.7  Company means
      North Central Bancshares, Inc., a corporation organized and existing under
      the
      laws of the State of Iowa, and any successor thereto, the Bank and any successor
      thereto, and with the prior approval of the Board, any other savings bank,
      savings and loan association, bank, corporation, financial institution or other
      business organization or institution. 

    


    Section
      2.8  Disability
      means a
      condition of incapacity, mental or physical, for the performance of services
      which the Committee determines, on the basis of competent medical evidence,
      is
      likely to be permanent, to continue for an indefinite period of at least one
      hundred eighty (180) days, or to result in death.

    


    Section
      2.14 Effective
      Date
      means
      May 26, 2006.

    


    Section
      2.15 Incentive
      Award Unit
      means a
      hypothetical unit, the value of which is equivalent to 1/10th
      of 1% of
      budgeted net income for that year or as otherwise determined by the Board of
      Directors. The value of units awarded in subsequent years will be adjusted
      to
      reflect the formula detailed above or as determined by the Board of Directors.
      

    


    Section
      2.16  Eligible
      Officers means
      any
      employee of the Company or Bank whom the Board may determine to be a key
      officer.

    


    Section
      2.17  Plan
      means
      the North Central Bancshares, Inc. 2006 Incentive Award Plan, as amended from
      time to time.

    


    Section
      2.18   Plan
      Year means
      the
      calendar year. The “Initial
      Plan Year”
is
      defined as the calendar year ended December 31, 2006.

    


    Section
      2.19  Termination
      of Employment
      means
      the Eligible Officer ceasing to be employed by the Company for any reason
      whatsoever, voluntary or involuntary, other than by reason of an approved leave
      of absence.

    


    Section
      2.20  Termination
      for Cause means
      for
      an Eligible Officer who is an officer or employee of a bank or savings
      institution regulated by the Office of Thrift Supervision, termination of
      employment for personal dishonesty, incompetence, willful misconduct, breach
      of
      fiduciary duty involving personal profit, intentional failure to perform stated
      duties, willful violation of any law, rule or regulation (other than traffic
      violations or similar offenses) or final cease and desist order, or for any
      reason constituting cause for termination under any written employment agreement
      between the Employer and such Eligible Employee, in each case as measured
      against standards generally prevailing at the relevant time in the savings
      and
      community banking industry.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    Article
      3

     

    Administration

    


    Section
      3.1  Committee.

    


    (a) Subject
      to section 3.1(b), the Plan shall be administered by the members of the
      Compensation Committee of North Central Bancshares, Inc. or First Federal
      Savings Bank of Iowa who are Disinterested Board Members. If the Committee
      consists of fewer than two Disinterested Board Members, then the Board shall
      appoint to the Committee such additional Disinterested Board Members as shall
      be
      necessary to provide for a Committee consisting of at least two Disinterested
      Board Members.

    


    (b) The
      Board
      may, in its discretion, take any action and exercise any power, privilege or
      discretion conferred on the Committee under the Plan with the same force and
      effect under the Plan as if done or exercised by the Committee.

    


    (c) No
      member
      of the Committee on the Board shall participate in any action taken by such
      body
      under the Plan if he or she is personally affected thereby, unless all members
      of the Committee or Board, as applicable, are similarly affected.

    


    Section
      3.2 Committee
      Action.

    


    The
      Committee shall hold such meetings, and may make such administrative rules
      and
      regulations, as it may deem proper. A majority of the members of the Committee
      shall constitute a quorum, and the action of a majority of the members of the
      Committee present at a meeting at which a quorum is present, as well as actions
      taken pursuant to the unanimous written consent of all of the members of the
      Committee without holding a meeting, shall be deemed to be actions of the
      Committee. All actions of the Committee shall be final and conclusive and shall
      be binding upon the Company and all other interested parties. Any Person dealing
      with the Committee shall be fully protected in relying upon any written notice,
      instruction, direction or other communication signed by the Secretary of the
      Committee and one member of the Committee, by two members of the Committee
      or by
      a representative of the Committee authorized to sign the same in its behalf.
      

    


    Section
      3.3 Committee
      Responsibilities.

    


    Subject
      to the terms and conditions of the Plan and such limitations as may be imposed
      by the Board, the Committee shall be responsible for the overall management
      and
      administration of the Plan and shall have such authority as shall be necessary
      or appropriate in order to carry out its responsibilities, including, without
      limitation, the authority: 

    


    (a) to
      interpret and construe the Plan, and to determine all questions that may arise
      under the Plan as to eligibility for participation in the Plan and the terms
      and
      conditions thereof;

    


    (b) 
      to adopt
      rules and regulations and to prescribe forms for the operation and
      administration of the Plan; and 

    


    (d) to
      take
      any other action not inconsistent with the provisions of the Plan that it may
      deem necessary or appropriate. 

    


    All
      decisions, determinations and other actions of the Committee made or taken
      in
      accordance with the terms of the Plan shall be final and conclusive and binding
      upon all parties having an interest therein.

    


     

    Article
      4

     

    Incentive

    


    Section
      4.1  Incentive
      Award. 

    


    For
      each
      position there will be a number of units that can be earned each year assuming
      the Award Objectives are accomplished as described in this section:

    

      
        	 	 	
                 

              
	
                Incentive 

                Tier

              	
                Threshold

              	
                Target

              	
                Number
                  of Units
Above-Target

              	
                Maximum

              
	
                1

              	
                3

              	
                6

              	
                9

              	
                12

              
	
                2

              	
                2

              	
                4

              	
                6

              	
                8

              
	
                3

              	
                2

              	
                3

              	
                4

              	
                6

              
	
                4

              	
                2

              	
                3

              	
                4

              	
                6

              


      

    

     

    Section
      4.2  Award
      Objectives.
      

    


    The
      Incentive Award for each position is based upon company and/or individual
      objectives, or as otherwise determined by the Board of Directors.

     

    
      	 
	
               

              Incentive
                Tier

            	
               

              Company

            	
               

              Individual

            
	
              1

            	
              100%

            	
              -

            
	
              2

            	
              75%

            	
              25%

            
	
              3

            	
              50%

            	
              50%

            
	
              4

            	
              25%

            	
              75%

            


    

    


    Each
      of
      the two objectives will be based upon one or more goals, and will consist of
      threshold, target, above-target and maximum levels. The specific goals are
      determined annually, are separate from this document, and are subject to change
      by action of the Committee or Board of Directors. 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    Article
      5

     

    Settlement
      of Award Units

     

    Section
      5.1  Settlement
      of Award Units.
      

     

    Unless
      otherwise provided in the applicable Incentive Unit Award agreement, all
      Incentive Award Units shall be settled in accordance with the
      following:
      Payment
      for Units shall be based on the most recent Annual Budget adopted by the Board
      of Directors for the current Fiscal Year and shall be paid in a lump sum within
      two and one-half (21⁄2) months following the end of the Fiscal Year in accordance
      with Article 4. 

     

    Notwithstanding
      the foregoing, upon a Change in Control of the Company, payment for all unpaid
      Incentive Award Units shall be paid in a single lump sum no later than the
      date
      of closing of the applicable Change in Control, and shall include amounts that
      would have been due based on attainment of Budgeted goals if the Change in
      Control occurs before the end of the current Fiscal Year.

     

     

    Article
      6

     

    Beneficiaries

     

    Section
      6.1  Beneficiary
      Designations.
      

    


    The
      Officer shall designate a beneficiary by filing a written designation with
      the
      Company. The Officer may revoke or modify the designation at any time by filing
      a new designation. However, designations will only be effective if signed by
      the
      Officer and accepted by the Company during the Officer's lifetime. The Officer's
      beneficiary designation shall be deemed automatically revoked if the beneficiary
      predeceases the Officer, or if the Officer names a spouse as beneficiary and
      the
      marriage is subsequently dissolved. In the case of a divorce, the Officer shall
      file a written change of beneficiary within 30 days of the event. If the Officer
      dies without a valid beneficiary designation, all payments shall be made to
      the
      Officer's estate.

     

    Article
      7

    


    Claims
      and Review Procedures

    


    Section
      7.1  Claims
      Procedure.
      

    


    The
      Company shall notify any person or entity that makes a claim against the
      Agreement (the “Claimant”) in writing, within ninety (90) days of Claimant’s
      written application for benefits, of his or her eligibility or noneligibility
      for benefits under the Agreement. If the Company determines that the Claimant
      is
      not eligible for benefits or full benefits, the notice shall set forth (1)
      the
      specific reasons for such denial, (2) a specific reference to the provisions
      of
      the Agreement on which the denial is based, (3) a description of any additional
      information or material necessary for the Claimant to perfect his or her claim
      and a description of why it is needed, and (4) an explanation of the Agreement's
      claims review procedure and other appropriate information as to the steps to
      be
      taken if the Claimant wishes to have the claim reviewed. If the Company
      determines that there are special circumstances requiring additional time to
      make a decision, the Company shall notify the Claimant of the special
      circumstances and the date by which a decision is expected to be made, and
      may
      extend the time for up to an additional ninety (90) days.

    


    Section
      7.2  Review
      Procedure.
      

    


    If
      the
      Claimant is determined by the Company not to be eligible for benefits, or if
      the
      Claimant believes that he or she is entitled to greater or different benefits,
      the Claimant shall have the opportunity to have such claim reviewed by the
      Company by filing a petition for review with the Company within sixty (60)
      days
      after receipt of the notice issued by the Company. Said petition shall state
      the
      specific reasons which the Claimant believes entitle him or her to benefits
      or
      to greater or different benefits. Within sixty (60) days after receipt by the
      Company of the petition, the Company shall afford the Claimant (and counsel,
      if
      any) an opportunity to present his or her position to the Company verbally
      or in
      writing, and the Claimant (or counsel) shall have the right to review the
      pertinent documents. The Company shall notify the Claimant of its decision
      in
      writing within the sixty-day period, stating specifically the basis of its
      decision, written in a manner calculated to be understood by the Claimant and
      the specific provisions of the Agreement on which the decision is based. If,
      because of the need for a hearing, the sixty-day period is not sufficient,
      the
      decision may be deferred for up to another sixty (60) days at the election
      of
      the Company, but notice of this deferral shall be given to the
      Claimant.

    


    


    Article
      8

    


    Amendments
      and Termination

    


    The
      Company may amend or terminate this Agreement at any time if, pursuant to
      legislative, judicial or regulatory action, continuation of the Agreement would
      (i) cause benefits to be taxable to the Officer prior to actual receipt, or
      (ii)
      result in significant financial penalties or other significantly detrimental
      ramifications to the Company (other than the financial impact of paying the
      benefits).

    


    Article
      9

    


    Miscellaneous

    


     Section
      9.1   Binding
      Effect. 

    


    This
      Agreement shall bind Eligible Officers, and the Company, and their
      beneficiaries, survivors, executors, successors, administrators and
      transferees.

    


    Section
      9.2  No
      Right to Continued Employment.
      

    


    Neither
      the establishment of the Plan nor any provisions of the Plan nor any action
      of
      the Board or the Committee with respect to the Plan shall be held or construed
      to confer upon any Eligible Officer any right to a continuation of his or her
      position as an employee of the Company. The Employers reserve the right to
      dismiss any Eligible Officer or otherwise deal with any Eligible Officer to
      the
      same extent as though the Plan had not been adopted

     

    Section
      9.3  Non-Transferability.

    


    Benefits
      under this Agreement cannot be sold, transferred, assigned, pledged, attached
      or
      encumbered in any manner.

     

    Section
      9.4  Tax
      Withholding.
      

    


    The
      Company shall withhold any taxes that are required to be withheld from the
      benefits provided under this Agreement.

    


    Section
      9.5  Applicable
      Law.
      

    


    The
      Agreement and all rights hereunder shall be governed by the laws of the State
      of
      Iowa, except to the extent preempted by the laws of the United States of
      America.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Section
      9.6  Unfunded
      Arrangement.
      

    


    The
      Officer and beneficiary are general unsecured creditors of the Company for
      the
      payment of benefits under this Agreement. The benefits represent the mere
      promise by the Company to pay such benefits. The rights to benefits are not
      subject in any manner to anticipation, alienation, sale, transfer, assignment,
      pledge, encumbrance, attachment, or garnishment by creditors. 

    


    Section
      9.7  Entire
      Agreement.
      

    


    This
      Agreement constitutes the entire agreement between the Company and the Eligible
      Officer as to the subject matter hereof. No rights are granted to the Eligible
      Officer by virtue of this Agreement other than those specifically set forth
      herein.

    


    Section
      9.8  Designated
      Fiduciary.
      

    


    The
      Company shall be the named fiduciary and plan administrator under the Agreement.
      The named fiduciary may delegate to others certain aspects of the management
      and
      operation responsibilities of the Plan including the employment of advisors
      and
      the delegation of ministerial duties to qualified individuals.

    


    IN
      WITNESS WHEREOF, a duly authorized Company officer has signed this
      Plan.

    


    COMPANY:

    


    North
      Central Bancshares, Inc.

    


    By
      ___________________________________ 

    


    Title
      _________________________________