exv10w1



 






Exhibit 10.1




Description of Advanta Management Incentive Program V




     The Advanta Management Incentive Program is generally an annual bonus program. However, the
program also offers participants, with the exception of the members of the Office of the Chairman,
the opportunity to elect to receive up to 100% of their target bonuses in restricted shares of the
Company’s Class B Common Stock in lieu of cash (the “election percentage”). Members of the Office
of the Chairman are automatically enrolled in the AMIP program with a 100% stock election
percentage. Each of the other Named Executive Officers has made a current 100% stock election
under the AMIP V Program.



     The award of stock under the AMIP V program is administered by the appropriate committee under
the Omnibus Plan. The Committee that administers the AMIP program for executive officers is the
Plan Administration Committee for Principal Officers and is comprised of the members of the
Committee. The committee for all other participants is the Plan Administration Committee for
Non-Principal Officers and is comprised of the members of the Office of the Chairman.



     The current AMIP program, the AMIP V program, covers performance years 2002 through 2005.
With the exception of the Office of the Chairman, as described above, each employee who is eligible
to participate in the AMIP program is required to make an election upon his or her enrollment into
the program specifying what percentage, if any, of the participant’s bonus will be paid in shares
of the Company’s Class B Common Stock in lieu of cash. Elections are effective from the
participant’s first date of eligibility in the program (the “enrollment date”) through the end of
the 2005 performance year. For participants who elect to receive all or a portion of their bonus
in stock, enough restricted shares of Class B Common Stock (“AMIP Shares”) are issued to the
participant to satisfy target awards for each year of the program in accordance with his or her
stock election percentage for that year. The number of AMIP Shares for each year is determined by
multiplying the participant’s target award at enrollment by the election percentage for the
performance year and dividing by the grant price of the shares (determined for the enrollment date
in accordance with the applicable AMIP program). Restricted shares for all full or partial years
of participation in the program are issued as of the enrollment date and, subject to certain
exceptions, vest ten years after they have been issued (as long as the participant remains employed
by the Company).



     With each award of an annual bonus that is at or below target for a performance year, the
appropriate Plan Administration Committee may elect to accelerate the vesting of up to 100% of the
AMIP Shares related to that year. The decision of whether and how much to accelerate the vesting
of AMIP Shares in any given year is based on an assessment of a number of different factors,
including the extent to which individual and Company business objectives and performance goals for
that year have been met. With acceleration of the vesting of an individual’s AMIP Shares, his or
her actual annual bonus would be awarded in whole or in part with AMIP Shares.



     An annual bonus award which exceeds target is paid up to target in AMIP Shares and/or cash,
depending upon each participant’s election percentage, and the above target amount is paid in cash
or by accelerating AMIP Shares related to any prior years’ bonuses which have not otherwise been
accelerated. This allows flexibility so that if AMIP Shares are not vested on an accelerated basis
in a year in which performance targets are not met, the applicable Plan Administration Committee
can elect to accelerate some or all of them in future years in which performance targets are
exceeded. In such event the cash payment which would have been paid for above target performance
is reduced by the value of the additional shares accelerated (valued using the grant price for the
enrollment date as described above).