Exhibit 10.1





			
	 	 	 
	VIEWPOINT FINANCIAL GROUP
	 	Exhibit 10.1
	Executive Officer Incentive Plan	 	 






	 	 	 
	Element	 	Plan Design
	 
	 	 
	Type of Plan

	 	A target annual incentive plan that provides cash and phantom stock awards based on the achievement of Corporate goals
and goals related to each executive’s area(s) of responsibility.
	 
	 	 
	Effective Date

	 	The plan will be effective as of January 2011.
	 
	 	 
	Plan Objectives

	 	The objectives of the plan are to:
	 
	 	 
	 

	 	•    Ensure mutual understanding of key business strategies and goals by participants and Board members.

	 
	 	 
	 

	 	•    Focus executives on the achievement of annual and long-range results.

	 
	 	 
	 

	 	•    Promote and build teamwork, aligning team and individual efforts toward accomplishing key business priorities.

	 
	 	 
	 

	 	•    Reward outstanding short- and long-term performance results by providing competitive incentive awards
consistent with actual results.

	 
	 	 
	Participation

	 	Participants will be approved by the Compensation Committee each year based on a recommendation from the
President/Chief Executive Officer. 
	 
	 	 
	 

	 	Participation in a given year does not constitute the right to participate in succeeding years.
	 
	 	 
	Performance Period

	 	Each performance period is one year in duration, and corresponds with VPFG’s fiscal year.
	 
	 	 
	Organization
Performance
Threshold

	 	The organization performance threshold requires a certain level of organization performance before any incentive awards
will be paid. The threshold is a defined level of earnings per share (EPS) determined by the Compensation Committee
prior to each performance period.
	 
	 	 
	 

	 	The organization performance threshold functions as an “on/off switch” for the plan in the following manner:
	 
	 	 
	 

	 	•    When the threshold is met, awards will be paid if one or more performance goals are achieved.

	 
	 	 
	 

	 	•    When the threshold is not met, no awards will be paid regardless of actual results on performance goals.






 


 









 





VIEWPOINT FINANCIAL GROUP

Executive Officer Incentive Plan



	 	 	 
	Element	 	Plan Design
	 
	 	 
	Performance Goal Setting

	 	All participants will share a set of Corporate performance goals (business plan and financial). Each
participant will also have performance goals that are specific to their area(s) of responsibility.
	 
	 	 
	 

	 	•    75% of each executive’s award will be based on Corporate results, and

	 
	 	 
	 

	 	•    25% of each executive’s award will be based on goals related to their area(s) of responsibility
and an individual assessment that includes the following performance categories, among others that may be
determined by the Board:

	 
	 	 
	 

	 	•    Leadership.

	 
	 	 
	 

	 	•    Implementation,

	 
	 	 
	 

	 	•    Management,

	 
	 	 
	 

	 	•    Organization,

	 
	 	 
	 

	 	•    Relationships, and

	 
	 	 
	 

	 	•    Board Interaction (President/Chief Executive Officer only).

	 
	 	 
	 

	 	To keep executives focused on the most important goals for the organization, the plan will include a
limited number of Corporate and individual performance goals each year. As part of the goal setting
process, each goal will be:
	 
	 	 
	 

	 	•    Weighted based on its importance to the organization for the performance period,

	 
	 	 
	 

	 	•    Specific in terms of the desired performance and how performance will be measured and evaluated, and

	 
	 	 
	 

	 	•    Aligned with VPFG’s business strategies and goals.

	 
	 	 
	 

	 	The performance goals will come from VPFG’s annual and longer-term business plans. 2011 Corporate goals  will include:
	 
	 	 
	 

	 	•    Return on Average Equity (20%),

	 
	 	 
	 

	 	•    Nonperforming Assets (20%)

	 
	 	 
	 

	 	•    Efficiency Ratio (20%),

	 
	 	 
	 

	 	•    Earnings Per Share (20%),

	 
	 	 
	 

	 	•    Loan Growth (10%), and

	 
	 	 
	 

	 	•    Core Deposit Growth (10%).

	 
	 	 
	 

	 	The Compensation Committee will approve the Corporate performance goals and any individual goals for the
President/Chief Executive Officer. The President/Chief Executive Officer will approve the goals for each
executive’s area of responsibility and review them with the Compensation Committee.





 


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VIEWPOINT FINANCIAL GROUP

Executive Officer Incentive Plan



	 	 	 
	Element	 	Plan Design
	 
	 	 
	Award Opportunities

	 	There are three levels of award opportunities for each performance goal:
	 
	 	 
	 

	 	•    Minimum = 50% of the target award.

	 
	 	 
	 

	 	•    Target = 100% of the award.

	 
	 	 
	 

	 	•    Maximum = 170% of the target award.

	 
	 	 
	 

	 	There will be no award for a performance goal when the actual results are below minimum. Also,
there will be no additional award for a performance goal when actual results are above maximum.
	 
	 	 
	 

	 	All awards are a percentage of the salary earned by each participant during the performance
period. The award opportunities are tiered by position level as follows:






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Award Opportunities	 
	Position	 	Minimum	 	 	Target	 	 	Maximum	 
	President/CEO
	 	 	25	%	 	 	50	%	 	 	85	%
	Executive Vice Presidents
	 	 	15	%	 	 	30	%	 	 	51	%






	 	 	 
	 

	 	Each year, award opportunities will be determined based on competitive annual incentive
practices in the markets defined in VPFG’s Total Compensation Philosophy. The Compensation
Committee will approve the award opportunities for all participants based on a recommendation
from their outside compensation consultant.





 


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VIEWPOINT FINANCIAL GROUP

Executive Officer Incentive Plan



	 	 	 
	Element	 	Plan Design
	 
	 	 
	Award Determination

	 	Awards will be determined at the end of the performance period based on actual performance goal results
and an assessment of individual performance.
	 
	 	 
	 

	 	If the Organization Performance Threshold is achieved, an award will be earned if at least one
performance goal is accomplished above the Minimum level. The total award will be the sum of the
awards for each performance goal, and an assessment of the executive’s overall performance.
	 
	 	 
	 

	 	The President/Chief Executive Officer (in conjunction with the executive team) will initially calculate
actual organization goal performance. These calculations will be reviewed and approved by the
Compensation Committee.
	 
	 	 
	Form and Timing of Payment

	 	50% of any annual incentive award will be paid in cash and 50% will be converted to phantom stock which
mirrors VPFG’s stock price and vests two years from the grant date based on achievement of the
Organization Performance Threshold over the two year period:
	 
	 	 
	 

	 	•     If the threshold is achieved both years, the restrictions will lapse and the phantom shares
will be earned and paid in cash on or before March 15 of the fiscal year following the end of the two
year period.

	 
	 	 
	 

	 	•     If the threshold is achieved one year, one-half of the phantom shares will be earned and paid
in cash on or before March 15 of the fiscal year following the end of the two year period.

	 
	 	 
	 

	 	•     If the threshold is not achieved either year, the phantom will be cancelled and not earned.

	 
	 	 
	 

	 	The cash award from each phantom share will be equal to the closing stock price on the day the phantom
share awards are paid.
	 
	 	 
	Change of Position

	 	If a participant moves into a position with a
higher or lower incentive opportunity during a
performance period, he or she will generally
receive a prorated award based on the length of
time they were in each position during the
performance period and actual performance
results.
	 
	 	 
	New Hires

	 	Participants who are hired into a position
during a performance period will be eligible for
a prorated award based on the length of time
they are in the position and actual performance
results. Generally, an executive must be in the
position at least three months to be eligible
for an award.





 


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VIEWPOINT FINANCIAL GROUP

Executive Officer Incentive Plan



	 	 	 
	Element	 	Plan Design
	 
	 	 
	Termination

	 	In the event that a participant is terminated or voluntarily leaves the organization prior to the end
of a performance period for reasons other than stated below, any potential award (including phantom
shares) will usually be forfeited. An award is at the discretion of the Compensation Committee based
on a recommendation from the President/Chief Executive Officer.
	 
	 	 
	Death, Disability or Retirement

	 	If a participant retires, dies or becomes disabled (meeting the disability definition under the
long-term disability plan) during a performance period, a prorated award (including phantom shares) may
be earned based on the length of time the participant was a full-time employee. An award is at the
discretion of the Compensation Committee based on a recommendation from the President/Chief Executive
Officer.
	 
	 	 
	Award Recoupment in the Event of Financial Restatement

	 	If for any reason VPFG has to restate its
financial statements, the Board or Committee
will take, in its sole discretion, such action
as it deems necessary to make adjustments to any
short- or long-term incentive awards earned
during the current year and up to three years
before the restatement. The Board or Committee
may require reimbursement of any bonus or
incentive compensation awarded to current and
past officers or cancel unvested restricted
stock or other stock or stock-based awards
previously granted to such officers in the
amount by which such compensation exceeded any
lower payment that would have been made based on
the restated financial results.
	 
	 	 
	Plan Reviews

	 	The Compensation Committee will review the
annual incentive plan every year to ensure it
continues to meet the needs of VPFG and
participants.
	 
	 	 
	Plan Changes or Termination

	 	The annual incentive plan may be changed or terminated at any time at the discretion of the Board.
	 
	 	 
	Terms of Employment

	 	Nothing in this plan should interfere with or
limit in any way the right of ViewPoint
Financial Group to terminate any participant’s
employment at any time, or confer upon any
participant any right to continue in the employ
of the organization.
	 
	 	 
	 

	 	No participant in the plan will have any
interest whatsoever in any specific asset of
ViewPoint Financial Group as a result of this
plan or any provision thereof.
	 
	 	 
	Governance

	 	The Compensation Committee is responsible for the overall governance of the plan. Specifically, the Committee is responsible for the
plan design and for approving the organization performance threshold, incentive participation, award opportunities, organization
performance goals, and incentive awards based on recommendations from the President/Chief Executive Officer.
	 
	 	 
	 

	 	All determinations of the Committee will be conclusive and binding on all parties.







 


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