exv10w27






Exhibit 10.27




EVERBANK FINANCIAL CORP




2011 EXECUTIVE INCENTIVE PLAN



     1) Purposes of the Plan. This EverBank Financial Corp Executive Incentive Plan sets forth the
plan for payment of cash bonuses to those executive officers of the Company designated for
participation and is intended to increase stockholder value and the success of the Company by
motivating executives to perform to the best of their abilities and to achieve the Company’s
objectives. The Plan’s goals are to be achieved by providing such executives with incentive awards
based on the achievement of goals relating to the performance of the Company or one of its business
units or upon the achievement of objectively determinable performance goals. The Plan is intended
to permit the payment of bonuses that may qualify as Performance-Based Compensation as well as of
bonuses which are not intended to qualify as Performance-Based Compensation.



     2) Definitions.




     (a) “Affiliate” means a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, the Person
specified. An entity shall be deemed an Affiliate of the Company for purposes of this
definition only for such periods as the requisite ownership or control relationship is
maintained.




     (b) “Award” means, with respect to each Participant, the award determined pursuant to
Section 8(a) below for a Performance Period. Each Award is determined by a Payout Formula for a
Performance Period, subject to the Committee’s authority under Section 8(a) to eliminate or
reduce the Award otherwise payable.




     (c) “Base Salary” means, as to any Performance Period, the Participant’s annualized salary
rate on the last day of the Performance Period. Such Base Salary shall be before both (a)
deductions for taxes or benefits, and (b) deferrals of compensation pursuant to
Company-sponsored plans.




     (d) “Board” means the Board of Directors of the Company.




     (e) “Code” means the Internal Revenue Code of 1986, as amended.




     (f) “Committee” means the Compensation Committee of the Board, or a sub-committee of the
Compensation Committee, which shall, with respect to payments hereunder intended to qualify as
performance-based compensation under Code Section 162(m), consist solely of two or more members
of the Board who are not employees of the Company and who otherwise qualify as “outside
directors” within the meaning of Section 162(m).




     (g) “Company” means EverBank Financial Corp or any of its Subsidiaries.




     (h) “Fiscal Year” means a fiscal year of the Company.



 









 






     (i) “Maximum Award” means as to Performance-Based Compensation to any Participant for any
Performance Period, $3.5 million.




     (j) “Participant” means an eligible executive or key employee of the Company selected by
the Committee, in its sole discretion, to participate in the Plan for a Performance Period.




     (k) “Payout Determination Date” means the date upon which the Committee determines the
amounts payable pursuant to the Target Award and Payout Formula with respect to any previously
completed Performance Period, in accordance with Section 8(a).




     (l) “Payout Formula” means, as to any Performance Period, the formula or payout matrix
established by the Committee pursuant to Section 7 in order to determine the Awards (if any) to
be paid to Participants, which is generally expressed as a percentage (which may be more than
100%) of the Target Award. The formula or matrix may differ from Participant to Participant.




     (m) “Performance-Based Compensation” means compensation that is intended to qualify as
“performance-based compensation” within the meaning of Section 162(m).




     (n) “Performance Goals” means performance goals based on one or more of the following
criteria: (i) earnings, including one or more of operating income, earnings before or after
taxes, earnings before or after interest, depreciation, amortization, adjusted EBITDA, economic
earnings, or extraordinary or special items or book value per share (which may exclude
nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per share (basic or
diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi)
return on assets (gross or net), return on investment, return on capital, or return on equity;
(vii) returns on sales or revenues; (viii) operating expenses; (ix) share price or total
shareholder return; (x) cash flow, free cash flow, cash flow return on investment (discounted or
otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi)
implementation or completion of critical projects or processes; (xii) cumulative earnings per
share growth; (xiii) operating margin or profit margin; (xiv) cost targets, reductions and
savings, productivity and efficiencies; (xv) strategic business criteria, consisting of one or
more objectives based on meeting specified market penetration, geographic business expansion,
customer satisfaction, employee satisfaction, human resources management, supervision of
litigation, information technology, and goals relating to acquisitions, divestitures, joint
ventures and similar transactions, and budget comparisons; (xvi) personal professional
objectives, including any of the foregoing performance goals, the implementation of policies and
plans, the negotiation of transactions, the development of long term business goals, formation
of joint ventures, research or development collaborations, and the completion of other corporate
transactions; and (xvii) any combination of, or a specified increase in, any of the foregoing.
Performance goals not specified herein may be used to the extent that an Award is not intended
to comply with Section 162(m) of the Code. Where applicable, the Performance Goals may be
expressed in terms of attaining a specified level of the particular criteria or the attainment
of a percentage increase or decrease in the particular criteria, and may be applied to one or
more of the Company or Affiliate thereof, or a division or strategic business unit of the
Company, or may be applied to the performance of the Company relative to a market index, a group
of other



2









 







companies or a combination thereof, all as determined by the Committee. The Performance
Goals shall be determined in accordance with generally accepted accounting principles and shall
be subject to certification by the Committee; provided, that the Committee shall have
the authority to make equitable adjustments to the Performance Goals in recognition of unusual
or non-recurring events affecting the Company or any Affiliate thereof or the financial
statements of the Company or any Affiliate thereof, in response to changes in applicable laws or
regulations, or to account for items of gain, loss or expense determined to be extraordinary or
unusual in nature or infrequent in occurrence or related to the disposal of a segment of a
business or related to a change in accounting principles.




     (o) “Performance Period” means any Fiscal Year or such other period as determined by the
Committee in its sole discretion.




     (p) “Person” shall have the meaning given in Section 3(a)(9) of the Securities and Exchange
Act of 1934, as modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) the Company or any Subsidiary thereof, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary thereof,
(iii) an underwriter temporarily holding securities pursuant to an offering of such securities,
or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of shares of the Company.




     (q) “Plan” means this EverBank Financial Corp Executive Incentive Plan.




     (r) “Section 162(m)” means Section 162(m) of the Code, or any successor to Section 162(m),
as that Section may be interpreted from time to time by the Internal Revenue Service, whether by
regulation, notice or otherwise.




     (s) “Subsidiary” means, with respect to any Person, as of any date of determination, any
other Person as to which such first Person owns or otherwise controls, directly or indirectly,
more than 50% of the voting shares or other similar interests or a sole general partner interest
or managing member or similar interest of such other Person. An entity shall be deemed a
Subsidiary of the Company for purposes of this definition only for such periods as the requisite
ownership or control relationship is maintained.




     (t) “Target Award” means the target award payable under the Plan to a Participant for the
Performance Period, expressed as a percentage of his or her Base Salary or a specific dollar
amount, as determined by the Committee in accordance with Section 6.




     (u) “Target Determination Cutoff Date” means the latest possible date that will not
jeopardize a Target Award’s qualification as Performance-Based Compensation.




     (v) “Target Determination Date” means the date upon which the Committee sets the Target
Award and Payout Formula with respect to any Performance Period, in accordance with Section 7.



     3) Plan Administration.



3









 






     (a) The Committee shall be responsible for the general administration and interpretation of
the Plan and for carrying out its provisions. Subject to the requirements for qualifying
compensation as Performance-Based Compensation, the Committee may delegate specific
administrative tasks to Company employees or others as appropriate for proper administration of
the Plan. The Plan is intended to comply with or be exempt from Section 409A of the Code, and
shall be administered, construed and interpreted in accordance with such intent. To the extent
that an Award and/or payment is subject to or exempt from Section 409A of the Code, it shall be
awarded and/or paid in a manner that will comply with Section 409A of the Code or the applicable
exemption of Section 409A, including any applicable regulations or guidance issued by the
Secretary of the United States Treasury Department and the Internal Revenue Service with respect
thereto. Subject to the limitations on Committee discretion imposed under Section 162(m) to the
extent the Committee intends that bonuses payable hereunder constitute performance-based
compensation under Section 162(m), the Committee shall have such powers as may be necessary to
discharge its duties hereunder, including, but not by way of limitation, the following powers
and duties, but subject to the terms of the Plan:




     i) discretionary authority to adopt Target Awards and Payout Formulae under this Plan
for a given Performance Period on or prior to the Target Determination Cutoff Date;




     ii) discretionary authority to construe and interpret the terms of the Plan, and to
determine eligibility, Awards and the amount, manner and time of payment of any Awards
hereunder;




     iii) to prescribe forms and procedures for purposes of Plan participation and
distribution of Awards; and




     iv) to adopt rules, regulations and bylaws and to take such actions as it deems
necessary or desirable for the proper administration of the Plan.




     (b) Any rule or decision by the Committee that is not inconsistent with the provisions of
the Plan shall be conclusive and binding on all persons, and shall be given the maximum
deference permitted by law.



     4) Eligibility. The employees eligible to participate in the Plan for a given Performance
Period shall be determined by the Committee, and are generally expected to include executive
officers of the Company who are subject to Section 16 of the Securities and Exchange Act of 1934
and any other key employees who are specifically designated by the Committee for participation in
the Plan in its sole discretion. Unless specifically excepted, a Participant must be actively
employed on the last day of the Performance Period to be eligible to receive a payment hereunder.
No person shall be automatically entitled to participate in the Plan.



     5) Performance Goal Determination. On the Target Determination Date, the Committee, in its
sole discretion, shall establish the Performance Goals for each Participant for the Performance
Period. Such Performance Goals shall be set forth in writing on or prior to the Target
Determination Cutoff Date.



4









 





     6) Target Award Determination. On the Target Determination Date, the Committee, in its sole
discretion, shall establish a Target Award for each Participant. Each Participant’s Target Award
shall be determined by the Committee in its sole discretion, and each Target Award shall be set
forth in writing on or prior to the Target Determination Cutoff Date.



     7) Determination of Payout Formula. On the Target Determination Date, the Committee, in its
sole discretion, shall establish a Payout Formula for purposes of determining the Award (if any)
payable to each Participant. Each Payout Formula (a) shall be set forth in writing on or prior to
the Target Determination Cutoff Date, (b) shall provide for the payment of a Participant’s Award if
the Performance Goals for the Performance Period are achieved, and (c) may provide for an Award
payment greater than or less than the Participant’s Target Award, depending upon the extent to
which the Performance Goals are achieved. Notwithstanding the preceding, in no event shall a
Participant’s Award for any Performance Period exceed the Maximum Award.



     8) Payout Determination; Award Payment.




     (a) Payout Determination and Certification. On the Payout Determination Date, the
Committee shall certify in writing (which may be by approval of the minutes in which the
certification was made) the extent to which the Performance Goals applicable to each Participant
for the Performance Period were achieved or exceeded. The Award for each Participant shall be
determined by applying the Payout Formula to the level of actual performance that has been
certified by the Committee. Notwithstanding any contrary provision of the Plan, the Committee,
in its sole discretion, may eliminate or reduce the Award payable to any Participant below that
which otherwise would be payable under the Payout Formula.




     (b) Right to Receive Payment. Each Award under the Plan shall be paid solely from the
general assets of the Company. Nothing in this Plan shall be construed to create a trust or to
establish or evidence any Participant’s claim of any right to payment of an Award other than as
an unsecured general creditor with respect to any payment to which he or she may be entitled.




     (c) Form of Distributions. The Company shall distribute all Awards to the Participant in
cash.




     (d) Timing of Distributions. Subject to Section 8(e) below, the Company shall distribute
amounts payable to Participants as soon as is practicable following the determination and
written certification of the Award for a Performance Period, but in no event later than 2 1/2
months after the end of the applicable Performance Period.




     (e) Deferral. The Committee may defer payment of Awards, or any portion thereof, to
Participants as the Committee, in its discretion, determines to be necessary or desirable to
preserve the deductibility of such amounts under Section 162(m). In addition, the Committee, in
its sole discretion, may permit a Participant to defer receipt of the payment of cash that would
otherwise be delivered to a Participant under the Plan. Any such deferral elections shall be
subject to such rules and procedures as shall be determined by the



5









 







Committee in its sole discretion; provided, however, that any such deferral elections shall
be made in accordance with the requirements of Section 409A of the Code.



     9) Non-Performance-Based Compensation Bonuses. Notwithstanding and without regard to any
other provision in this Plan, the Committee may determine to pay cash bonuses hereunder that are
not intended to constitute Performance-Based Compensation and which shall be payable pursuant to
such terms and conditions as the Committee may determine in its sole discretion; provided, however,
that in no event shall payment of a bonus hereunder that is not intended to be Performance-Based
Compensation be contingent upon failure to achieve the performance goals under an otherwise
performance-based arrangement, in accordance with Section 1.162-27(e)(2)(v) of the regulations
promulgated under Section 162(m).



     10) Term of Plan. The Plan was approved by the Company’s shareholders on January 21, 2011,
and shall continue until terminated under Section 11 of the Plan.



     11) Amendment and Termination of the Plan. The Committee may amend, modify, suspend or
terminate the Plan, in whole or in part, at any time, including adopting amendments deemed
necessary or desirable to correct any defect or to supply omitted data or to reconcile any
inconsistency in the Plan or in any Award granted hereunder; provided, however, that no amendment,
alteration, suspension or discontinuation shall be made which would (i) impair any payments to
Participants made prior to such amendment, modification, suspension or termination, unless the
Committee has made a determination that such amendment or modification is in the best interests of
all persons to whom Awards have theretofore been granted; provided further, however, that in no
event may such an amendment or modification result in an increase in the amount of compensation
payable pursuant to such Award or (ii) cause compensation that is, or may become, payable hereunder
to fail to qualify as Performance-Based Compensation. To the extent necessary or advisable under
applicable law, including Section 162(m), Plan amendments shall be subject to stockholder approval.
At no time before the actual distribution of funds to Participants under the Plan shall any
Participant accrue any vested interest or right whatsoever under the Plan except as otherwise
stated in this Plan.



     12) Withholding. Distributions pursuant to this Plan shall be subject to all applicable
federal and state tax and withholding requirements.



     13) At-Will Employment. No statement in this Plan should be construed to grant any employee
an employment contract of fixed duration or any other contractual rights, nor should this Plan be
interpreted as creating an implied or an expressed contract of employment or any other contractual
rights between the Company and its employees. The employment relationship between the Company and
its employees is terminable at-will. This means that an employee of the Company may terminate the
employment relationship at any time and for any reason or no reason.



     14) Successors. All obligations of the Company under the Plan, with respect to awards granted
hereunder, shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business or assets of the Company.



6









 





     15) Indemnification. Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and from (a) any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or failure to act under
the Plan or any award, and (b) from any and all amounts paid by him or her in settlement thereof,
with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such
claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled under the
Company’s Amended and Restated Certificate of Incorporation or Amended and Restated By-laws, by
contract, as a matter of law, or otherwise, or under any power that the Company may have to
indemnify them or hold them harmless.



     16) Nonassignment. The rights of a Participant under this Plan shall not be assignable or
transferable by the Participant except by will or the laws of intestacy.



     17) Governing Law. The Plan shall be governed by the laws of the State of Delaware.




7