EX-10.12 Summary Sheet



 






Exhibit 10.12




Summary Sheet of Director and Officer Compensation




Director Compensation




     All directors who are not also officers of the Company or the Bank receive an annual
director’s fee from the Bank of $21,860. Directors are reimbursed for expenses incurred in
connection with attendance at Board and Committee meetings.



Executive Officer Compensation




     On January 25, 2006, the Bancorp Compensation Committee of the Board of Directors approved
executive officer base compensation for 2006 and authorized payment of incentive compensation for
2005 performance. The individuals listed below will begin to receive their new base salary and
incentive compensation payment on February 1, 2006:



	 	 	 	 	 	 	 	 	 
	 	 	2006	 	 	2005	 
	 	 	Base	 	 	Incentive	 
	Inside Directors and Executive Officer	 	Salary	 	 	Compensation	 
	David A. Bochnowski, Director, Chairman and
Chief Executive Officer
	 	$	309,672	 	 	$	90,301	 
	Joel Gorelick, Director, President and Chief
Administrative Officer
	 	$	180,077	 	 	$	37,080	 
	Edward J. Furticella, Director and Consultant
	 	$	82.50 	(1)	 	$	20,550	 
	Jon E. DeGuilio, Executive Vice President,
General Counsel and Secretary
	 	$	137,224	 	 	$	15,425	 
	Robert T. Lowry, Senior Vice President and
Chief Financial Officer
	 	$	118,584	 	 	$	14,570	 








 




			
	(1)	 	Mr. Furticella is a part-time employee with the Bancorp and earns an hourly rate of
pay.





     The Bancorp Compensation Committee has established an incentive compensation system
designed to offer positive salary rewards for peak performance to all employees. The incentive
compensation is geared towards rewarding performance that results in increased profitability of the
Bancorp. In addition, incentive compensation is awarded for consistent performance tied to
corporate goals rather than short-swing profits. The incentive compensation is discretionary and
approved by the Board on an annual basis, as strategic goals are achieved.



     The incentive compensation is paid from a pool of funds created each year based on the
Bancorp’s return on equity, return on assets, and increase in earnings per basic share. Each of
the three measures is tied to a factor, which is then multiplied by the Bancorp’s annual net income
after incentive compensation expense to determine the incentive compensation pool. The Board also
has the discretion to increase the size of the incentive compensation pool to reward outstanding
performance consistent with long and short-range goals. No Board discretionary funds were included
in the 2005 incentive compensation pool. The incentive compensation pool is generally allocated to
the Bancorp’s employees in the following manner: 30% to the Chief Executive Officer, 52% to the
President and Vice Presidents and 18% to other employees. The Chief Executive Officer, with Board
approval, may reallocate a portion of his incentive compensation pool to the other compensation pools.



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     The allocated incentive compensation pools can be utilized to supplement the cash remuneration
of the Bancorp’s management according to the following guidelines: Vice Presidents up to 10% of
salary; Senior Vice Presidents up to 20% of salary; President and Executive Vice President up to
35% of salary; and Chief Executive Officer up to 50% of salary. The incentive compensation for
Vice Presidents, Senior Vice Presidents, Executive Vice President and President is awarded based on
a performance review by the Chief Executive Officer, which is reviewed and approved by the
Bancorp’s Compensation Committee and Board. The performance review incorporates the following
criteria: strategic plan implementation and goal achievement; leadership based on communication,
responsiveness, efficiencies, focus and innovation; professional growth; and community involvement.
The Compensation Committee conducts the Chief Executive Officer’s performance review and
determines his incentive compensation.



     The Bancorp maintains an Employees’ Savings and Profit Sharing Plan and Trust for all
employees who meet the plan qualifications. Contributions to the Employees’ Profit Sharing Plan
and Trust are made at the discretion of the Bancorp’s Board of Directors. Contributions to the
Company’s executive officers and employees for the year ended December 31, 2005, were based on 8%
of the participants’ total compensation excluding incentives.



     The Bancorp maintains an Unqualified Deferred Compensation Plan. Participants’ accounts are
credited each year with an amount based on a formula involving the participant’s employer funded
contributions under all qualified plans and the limitations imposed by Internal Revenue Code
subsection 401(a)(17) and Code section 415.



     Pursuant to a stock option plan, the Company has reserved shares of the Bancorp’s common stock
for issuance in respect of incentive awards granted to officers and other employees of the Bancorp
and the Bank.



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