EX-10.1 FORM OF INCENTIVE COMPENSATION PLAN



 





Exhibit 10.1




FORM OF




2008 INCENTIVE COMPENSATION PLAN




          For each calendar year, the Compensation Committee (“Committee”) of the Board of Directors of
Fidelity will establish in its sole discretion (after discussion with Management) the percentage of
base salary available for incentive compensation consideration and the executive incentive
compensation evaluation criteria, which will include corporate and individual performance
measurements, goals and objectives, both financial and non-financial, for such calendar year prior
to or at the commencement of the calendar year. ___will be paid incentive compensation
(“Incentive Compensation”), if any, in cash as determined by the Committee following its evaluation
of Corporate and individual performance relative to the executive compensation criteria established
at the beginning of the calendar year and such other measures or modifications as the Committee at
its sole discretion, may consider.




          The Committee has determined that in 2008 ___will be eligible for 20% of base
compensation as Incentive Compensation, or such amount as may be determined by the Compensation
Committee. The Committee will evaluate Fidelity’s and ___’s 2008 performance relative to
the following financial and non-financial measurements, goals and objectives, and such other
measures and modifications as the Committee, in its sole discretion, may consider in the
determination of Incentive Compensation to be paid for 2008.





	 	1.	 	Financial Performance Measurements based on the approved 2008 Budget (These
measurements may be modified for evaluation purposes at any time during 2008 based on
changes in the strategic plan, the business plan, competitive or economic factors, changes
in regulatory or accounting rules, laws or regulations or such other factors as the
Compensation Committee, in its sole discretion, may determine.):






	 	•	 	Net income
	 
	 	•	 	Earnings per share (EPS)
	 
	 	•	 	Return on equity (ROE)
	 
	 	•	 	Return on assets (ROA)
	 
	 	•	 	Total stockholder return
	 
	 	•	 	Loan growth
	 
	 	•	 	Asset quality
	 
	 	•	 	Deposit growth
	 
	 	•	 	Net interest margin
	 
	 	•	 	Noninterest income
	 
	 	•	 	Noninterest expense management and control
	 
	 	•	 	Business unit net income






	 	2.	 	Non-financial Corporate and Individual Goals including but not limited to:






	 	•	 	Compliance with laws and regulations including Compliance and Safety and
Soundness ratings of 2 or better














 






	 	•	 	Hiring proven lenders and managers, as identified, to grow loans and deposits or
develop, expand or improve operations and products and services and their delivery
	 
	 	•	 	Opening new branches and loan production offices to profitably expand market
presence
	 
	 	•	 	Market share growth
	 
	 	•	 	Development/expansion of profitable products/services and delivery systems
	 
	 	•	 	Furtherance of or achievement of strategic goals and objectives
	 
	 	•	 	Individual performance based on competitive, legal, regulatory, and economic
conditions
	 
	 	•	 	Such other factors as the Compensation Committee in its sole discretion may
consider in determining the amount, if any, of Incentive Compensation to be
awarded.





          The right of ___to receive Incentive Compensation, if any, hereunder related to a
calendar year shall vest on the last day of such calendar year. In the event ___is
entitled pursuant to the Agreement and the determination of the Committee at its sole discretion to
Incentive Compensation for a period of less than a full year, the Incentive Compensation, if any,
for such year shall vest on the last day of his employment.




          Within 60 days after the end of 2008, management shall calculate and evaluate Fidelity’s and
___’s performance relative to the 2008 Criteria and provide such calculations and
evaluations to the Committee for its review.




          The Committee shall, within 90 days after the end of 2008, make its own independent assessment
of the extent to which the 2008 Criteria and such other measures and modifications as the
Committee, in its sole discretion, may consider have been achieved; and, based on its assessment,
shall award Incentive Compensation in such amounts, if any, as it deems to have been earned by
___.




          The Committee may revise or modify the 2008 Criteria for the year to the extent the Committee,
in the exercise of its sole and absolute discretion, believes necessary or deems equitable in light
of any unexpected or unusual or non-recurring circumstances or events, including but not limited
to, changes in accounting rules, accounting practices or procedures, tax and other laws and
regulations, or in the event of mergers, acquisitions, divestitures, unanticipated increases in
regulatory fees or costs, any extraordinary or unanticipated competitive or economic circumstances,
or any other factors as the Committee may determine.




          In addition, in determining whether or to the extent that any one or more of the 2008 Criteria
have been met, the Committee may adjust the Corporation’s financial results to exclude the effects
of any or all extraordinary items (as determined under generally accepted accounting principles)
and any other unusual or non-recurring items that distort year-to-year comparisons of results or
otherwise distort results for the year (either on an entity, business unit, or consolidated basis)
and consider the impact on results of other events, including but not limited to, charges or costs
associated with restructurings of the Corporation, discontinued operations, acquisitions or
dispositions of business entities or assets, reorganizations, mergers or divestures, the effects of
competition or economic conditions, and of changes in tax, regulatory or accounting rules, laws or
regulations.





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          Payment is to be made in cash promptly after the amount is determined but in no event later
than April 15 of the calendar year following the calendar year for which the Incentive Compensation
is earned. The Committee, in its sole discretion, during a calendar year may make a non-refundable
prepayment of a portion of the Incentive Compensation to ___if it believes that the partial
payment will not exceed the amount of the Incentive Compensation for that calendar year.




	 	 	 	 	 
	 	 	FIDELITY SOUTHERN CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	Chairman
	 
	 	 	 	 
	 	 	FIDELITY BANK
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	Chairman
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 






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