Exhibit 10.23


 


HUMAN RESOURCES


EXECUTIVE
INCENTIVE PLAN


 


PURPOSE


 


First Community Bancorp
is the sponsor of this incentive plan (“the Plan”).  First Community Bancorp and its subsidiaries
(“the Company”) have designed the Plan to focus First Community Bancorp
executives on achieving the annual business plan during a particular
Performance Period.  The Plan provides
aggressive award opportunities and is intended to provide significant rewards
to First Community Bancorp’s executive team for exceptional corporate
performance.


 


APPROVAL AND ADMINISTRATION


 


The Plan has been
approved by the Compensation, Nominating and Governance (“CNG”) Committee of
the Board of Directors and will be administered by the Incentive Plan Committee
(“the IP Committee”) which is comprised of First Community Bancorp’s CEO and
executives reporting directly to the CEO. 
The IP Committee will recommend to the CNG Committee, for their approval
as early in the Performance Period as possible: the Plan Participants; Plan
Performance Measures; Performance Measure Weights; Achievement Levels and
corresponding Award Opportunities. At the end of the Performance Period, the IP
Committee will review achievements against Performance Measures, present
results and recommend Awards to the CNG Committee for their approval.  In evaluating any such Awards, the CNG
Committee shall do so outside the presence of management, except the CNG Committee
may request the presence of the CEO when considering Awards to members of
executive management other than the CEO. 
Notwithstanding any recommendations from the IP Committee, the CNG
Committee will be solely responsible for determining and granting any Awards
pursuant to the Plan.


 


Interpretation and
application of the Plan to a particular circumstance will be made by the CNG
Committee in its sole discretion. 
Subject to any authority granted to the full Board of Directors or a
committee of the independent directors thereof, the CNG Committee has the sole
and absolute power and authority to make all factual determinations, construe
and interpret terms and make eligibility and Award determinations in accordance
with its interpretation of the Plan.


 


ELIGIBILITY


 


Executives in salary
grades 1, 2, 3, A, and B are eligible for participation in the Plan.  The IP Committee will review those eligible
and recommend Participants to CNG Committee for their approval.  The IP Committee may recommend executives in
salary grade C for participation in the Plan on an exception basis for approval
by the CNG Committee.


 


PARTICIPANT


 


An individual who has
been recommended for participation in the Plan by the IP Committee and approved
by the CNG Committee is a Participant.


 


 


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PERFORMANCE MEASURES


 


The IP Committee will
select one to two Performance Measures for the Plan for approval by the CNG Committee.  All Performance Measures will be key
indicators of financial performance.


 


Each Performance Measure
will operate independently i.e. it is possible for one Performance Measure to
generate an award and not the other; likewise, it is possible for one
Performance Measure to be achieved at a higher level than the other.  Performance Measures will be individually
weighted i.e. one Performance Measure may be counted more heavily in
calculating Awards than the other. 
Weights for each Performance Measure will be recommended at the
beginning of the Performance Period by the IP Committee for approval by the CNG
Committee; however, the CNG Committee will retain absolute authority over the
selection and weights accorded to any Performance Measures.  Achievement Levels will be established for
each Performance Measure along with corresponding Award Opportunities.


 


ACHIEVEMENT LEVELS AND AWARD
OPPORTUNITIES


 


Achievement Levels and
Award Opportunities for any Performance Period as approved by the CNG Committee
are set forth below, and are expressed as a percentage of base salary. The
table shows achievement of various levels of the established performance
measure, as a percentage of the performance target, during a  Performance Period and illustrates the corresponding
and maximum Award Opportunity at each specified Achievement Level.  Mathematical interpolation will be used to
calculate Awards for achievement between the levels established below.


 


The performance measure
and performance target for the current Performance Period, as approved by the
CNG Committee, along with corresponding Award opporunities, are set forth on Exhibit
A.


 


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Performance Period:  January 1, xxxx – December 31, xxxx


 


	
  Overall Performance Measure:
          

  	
   

  	
  Performance Target:
  $          

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Achievement
  Level (% of Target)

  	
   

  	
  90%

  	
   

  	
  100%

  	
   

  	
  Over 100%

  	
   

  
	
  Award Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CEO
  First Community Bancorp (Grade 1)

  	
   

  	
  60% of Base $

  	
   

  	
  100% of Base $

  	
   

  	
  Board Discretion

  	
   

  
	
  Other
  Executives (Grades 2,3 and A)

  	
   

  	
  50% of Base $

  	
   

  	
  80% of Base $

  	
   

  	
  CEO/Board Discretion

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Achievement
  Level (% of Target)

  	
   

  	
  90%

  	
   

  	
  100%

  	
   

  	
  Over 100%

  	
   

  
	
  Award Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Key Contributors
  (Grades B)

  	
   

  	
  10% of Base $

  	
   

  	
  30% of Base $

  	
   

  	
  CEO Discretion

  	
   

  
	
  Other Key Officers
  (Grade C)

  	
   

  	
  10% of Base $

  	
   

  	
  20% of Base $

  	
   

  	
  30% of Base $

  	
   

  



 


AWARDS


 


Awards under the Plan
based upon achievement of  Performance
Measures and will be submitted by the IP Committee to the CNG Committee for
approval.


 


For purposes of the Plan,
salary means annual base salary in effect at the end of the performance year.
Awards will be made through the payroll system, minus legally required and
authorized deductions.  Awards under the
Plan shall be considered eligible compensation for purposes of employee benefit
calculations in each case where permitted under the relevant employee benefit
plan.


 


Awards for individuals
who are Participants for less than a full Plan Year will be prorated using Participant’s
actual base salary paid during the time of participation in the Plan.  Awards for Participants who leave First
Community Bancorp during a Plan Year due to retirement, total and permanent
disability or death will be prorated using the same method.


 


To be eligible to receive
an Award under the Plan, a Participant must have a performance descriptor of “Achieves
Expectations” or better for the Performance Period.


 


ADJUSTMENTS


 


Performance Measures,
Achievement Levels and Award Opportunities may be adjusted during the Plan Year
only upon approval by the CNG Committee as it deems appropriate.  It is anticipated that such adjustments will
be made infrequently and only in the most extraordinary circumstances.


 


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Because the Plan has
aggressive Award Opportunities intended for use with below market base salaries,
some adjustments may need to be made to Awards to recognize the fact that some Participant
base salaries are currently above market. 
In such cases, the CNG Committee may reduce an Award as it deems
appropriate to achieve a reasonable level of total compensation for each  participant.


 


PAYMENT OF AWARDS


 


Awards
will be paid as soon as administratively feasible after review of performance
against targets and approval by the CNG Committee.  To be eligible for Award payment, a
Participant must have been an employee of First Community Bancorp for at least
three months and be an employee of First Community Bancorp on the date that
Awards are paid or have left First Community Bancorp during the Performance
Period due to retirement, total and permanent disability or death.


 


Participants otherwise
eligible to receive an Award and who were assigned to different parts of the
organization during the Performance Period will have their Award calculated
based upon the part of the organization they are in at the end of the
Performance Period and the Performance targets achieved by that group for the
Performance Period.


 


NO
RIGHT OF ASSIGNMENT


 


No right or interest of
any Participant in the Plan is assignable or transferable.  In the event of a Participant’s death,
payment of any earned but unpaid Awards will be made to the Participant’s legal
successor, if not prohibited by law.


 


NO
RIGHT OF EMPLOYMENT


 


The Plan does not give any
employee any right to continue in the employment of First Community Bancorp and
does not constitute any contract or agreement of employment or interfere in any
way with the right the organization has to terminate such person’s
employment.  First Community Bancorp is
an “at will” employer and as such, can terminate an employment relationship
between itself and any of its employees at will, with or without cause, and
with or without notice.


 


AMENDMENT
OR TERMINATION OF THE PLAN


 


First Community Bancorp reserves
the right to change, amend, modify, suspend, continue or terminate all or any
part of the Plan either in an individual case or in general, at any time
without notice.


 


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Exhibit
A


 


Performance Period:  January 1, 2005 – December 31, 2005


 


	
  Overall Performance Measure:
          

  	
   

  	
  Performance Target:
  $          

  	
   

  



 


	
  Achievement
  Level (% of Target)

  	
   

  	
  90%

  	
   

  	
  100%

  	
   

  	
  Over 100%

  	
   

  
	
  Award Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CEO First Community
  Bancorp (Grade 1)

  	
   

  	
  60% of Base $

  	
   

  	
  100% of Base $

  	
   

  	
  Board Discretion

  	
   

  
	
  Other Executives
  (Grades 2,3 and A)

  	
   

  	
  50% of Base $

  	
   

  	
  80% of Base $

  	
   

  	
  CEO/Board Discretion

  	
   

  



 


	
  Achievement Level (% of Target)

  	
   

  	
  90%

  	
   

  	
  100%

  	
   

  	
  Over 100%

  	
   

  
	
  Award Opportunities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Key Contributors
  (Grades B)

  	
   

  	
  10% of Base $

  	
   

  	
  30% of Base $

  	
   

  	
  CEO Discretion

  	
   

  
	
  Other Key Officers
  (Grade C)

  	
   

  	
  10% of Base $

  	
   

  	
  20% of Base $

  	
   

  	
  30% of Base $

  	
   

  



 


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