Exhibit 10.4
IRWIN UNION BANK AND TRUST COMPANY
BUSINESS DEVELOPMENT BOARD COMPENSATION PROGRAM
AND STATEMENT OF PURPOSE
IRWIN UNION BANK AND TRUST COMPANY, its successors and assigns (hereinafter referred to as
“Bank”) desires to retain from time to time the services of certain persons as advisors to the Bank
to assist in the conduct of the Bank’s business development activities. The Bank’s overall
objective is to promote its business and profitability and the interests of its shareholders, with
due regard to the effect of such activities on the needs and interests of its depositors,
customers, employees and the communities the Bank serves.
The following describes the procedures for the establishment and operations of the Business
Development Boards and certain duties and functions to be used as guidelines to assist Business
Development Directors in fulfilling their responsibilities.
1. ESTABLISHMENT OF BUSINESS DEVELOPMENT BOARDS
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1.1. |
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Establishment. The Bank may establish a Business Development Board for each of
its market areas. |
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1.2. |
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Name. The Business Development Boards shall be known as the “[Name comprising
the specific market of the Bank] Board of Irwin Union Bank and Trust Company.” |
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1.3. |
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Initial Appointment. The president of the Bank shall appoint the initial
Business Development Boards for each market. Individuals appointed to the Business
Development Boards primarily shall be individuals actively involved in the specific
market whom the president of the Bank believes would fulfill the duties of a Business
Development Director as set forth in this Statement of Purpose. |
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1.4. |
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Vacancies. When any vacancy occurs among the Business Development Directors,
the market president and the remaining members of the Business Development Board may
review and recommend replacement candidates to the president of the Bank, who shall
appoint an individual to fill such vacancy. |
2. BUSINESS DEVELOPMENT DIRECTORS
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2.1. |
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Number and Terms. Business Development Boards shall consist of not less than
four members nor more than twelve members who are not employees or directors of the
Bank (“Business Development Directors”), plus the appropriate market president.
Membership shall be for an initial term of two years and annually renewable thereafter. |
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2.2. |
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Director Affirmation. Each Business Development Director shall be required to
execute a “DIRECTOR AFFIRMATION” in the form attached hereto. Each |
AMENDMENT
IRWIN UNION BANK BUSINESS DEVELOPMENT BOARD COMPENSATION
PROGRAM AND STATEMENT OF PURPOSE
By Resolutions of the Boards of Directors of Irwin Union Bank and Trust Company and Irwin Financial
Corporation dated
August 15, 2000 and
August 24, 2000, respectively, the Irwin Union Bank Business
Development Board Compensation Program and Statement of Purpose is amended to apply to Business
Development Boards of Irwin Union Bank, F.S.B., as well as to Business Development Boards of Irwin
Union Bank and Trust Company.
IRWIN UNION BANK AND TRUST COMPANY
BUSINESS DEVELOPMENT BOARD COMPENSATION PROGRAM
AND STATEMENT OF PURPOSE
AMENDMENT NUMBER TWO
The terms and conditions of the Irwin Union Bank and Trust Company Business Development Board
Compensation Program (the “Program”) and Statement of Purpose (which are effective by amendment for
Irwin Union Bank, F.S.B.) shall be amended to read as follows:
Section 2.3 (Compensation)
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The second paragraph of Section 2.3 of the Statement of Policy for the
Program is amended as follows: |
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“Such compensation shall be payable in the form of a grant of shares of Common
Stock of Irwin Financial Corporation (“IFC Common Stock”). In each case, the
number of shares to be granted shall equal the specified dollar amount of the
fees to be paid divided by the closing market price, which is defined as the
price at which IFC Common Stock was last sold in the principal United States
Market for such IFC Common Stock as of the date for which the closing market
price is determined, which shall be the last business day of the applicable
calendar quarter, rounded up or down to the nearest whole share. Certificates
evidencing the shares, bearing the appropriate legends will be issued in name of
the Business Development Director, or as otherwise instructed by the Business
Development Director, and will be delivered to or for the account pursuant to
the instructions of such Business Development Director as promptly as
practicable following each calendar quarter.” |
In all other respects, the Statement of Policy for the Program shall be and remain unchanged.