Exhibit 10.1






Exhibit 10.1




Exhibit A — Participation




Plan Year 2011




(Participating employees and their participant categories should be listed at the beginning of each
year and adjusted for changes in participation throughout the year.)




Category 1 — Marcie A. Barber — President and Chief Executive Officer




Category 2 — JoAnn McMinn — CFO, SVP




Category 3 — Pamela Eberman — SVP-Human Resource Manager




Donna Holmes — SVP — Credit Division Manager



Steven Kramm — SVP-Operations/Technology Division Manager



Corbett Monica — SVP-Loan Division Manager



Donald Shawley — SVP-Trust and Investment Management Division



Patricia Yearick — SVP-Community Banking Division


 


 









 





Juniata Valley Financial Corp




Executive Annual Incentive Plan




Exhibit B — Bank Performance Factors and Award Schedule




Plan Year 2011




Category 1 — CEO Position




Goals

Performance Measures

(Basic) Earnings Per Share (75%)




	 	 	 	 	 
	Threshold	 	Target	 	Maximum
	$1.09
	 	$1.15
	 	$1.27






Return on Average Equity (25%)




	 	 	 	 	 
	Threshold	 	Target	 	Maximum
	9.15%
	 	9.63%
	 	10.59%






Awards

(% of Base Pay)




	 	 	 	 	 
	Threshold	 	Target	 	Maximum
	12%
	 	20%
	 	30%






Parameters





1. Company measures will be 75% EPS and 25% ROAE.




2. After the award is calculated according to the above schedule, the Board has the authority
to adjust the award plus or minus 10% based on the participant’s individual performance for the
year.




3. Both Financial Measures must meet threshold to initiate an award in the plan.




4. Will interpolate awards between threshold, target, and optimum.




5. Will pay for performance above optimum at a scale of one-half the increase between
target and optimum.




6. Pay is defined as total base pay for the applicable plan year.


 


 









 




Juniata Valley Financial Corp




Executive Annual Incentive Plan




Exhibit B — Bank Performance Factors and Award Schedule




Plan Year 2011




Category 2




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Bank Goal — EPS and ROAE (same as Category 1)	 
	 	 	Threshold	 	 	Target	 	 	Maximum	 
	Award as a % of pay
	 	 	4.0	%	 	 	10.0	%	 	 	15.0	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Individual Award	 
	 	 	Not Meet	 	 	Meets Minimal	 	 	Meets	 	 	Exceeds Some	 	 	Exceeds Most	 
	Award as a % of pay
	 	 	0	%	 	 	2-2.5	%	 	 	4-6	%	 	 	6-7	%	 	 	8-10	%






Notes:





	1.	 	Bank must achieve minimum of $1.09 EPS and 9.15% ROAE to generate any payment.
	 
	2.	 	Bank performance between EPS and ROAE points is interpolated for awards.
	 
	3.	 	Moderate flexibility in total award.
	 
	4.	 	Employee must be at least at “meets minimal” level to earn individual award portion and annual performance evaluation must be at
least satisfactory for payment of an award
under plan.
	 
	5.	 	Individual award rating determined by assessing performance of established objectives.
	 
	6.	 	Pay is defined as total base pay for applicable plan year.



 


 









 










Juniata Valley Financial Corp




Executive Annual Incentive Plan




Exhibit B — Bank Performance Factors and Award Schedule




Plan Year 2011




Category 3




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Bank Goal — EPS and ROAE (same as Category 1)	 
	 	 	Threshold	 	 	Target	 	 	Maximum	 
	Award as a % of pay
	 	 	3.0	%	 	 	7.5	%	 	 	12.5	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Individual Award	 
	 	 	Not Meet	 	 	Meets Minimal	 	 	Meets	 	 	Exceeds Some	 	 	Exceeds Most	 
	Award as a % of pay
	 	 	0	%	 	 	2-2.5	%	 	 	4-6	%	 	 	6-7	%	 	 	8-10	%






Notes:





	1.	 	Bank must achieve minimum of $1.09 EPS and 9.15% ROAE to generate any payment.
	 
	2.	 	Bank performance between EPS and ROAE points is interpolated for awards.
	 
	3.	 	Moderate flexibility in total award.
	 
	4.	 	Employee must be at least at “meets minimal” level to earn individual award portion and annual performance evaluation must be at
least satisfactory for payment of an award under plan.
	 
	5.	 	Individual award rating determined by assessing performance of established objectives.
	 
	6.	 	Pay is defined as total base pay for applicable plan year.



 


 









 











Individual Performance Ratings Guidelines




Not Meet — Participant did not sufficiently meet his/her goals for the year. Was late in
achieving, did not meet expectations in quality of objective, goal was met but because achieved
substantially by another individual not under participant’s direction. Participant in this
category typically is on or nearing probation — may not remain in current level for any
substantial time period




Meets Minus — Meets Minimal — Participant has achieved most or all of goals but
accomplishments fell short in timing, quality, or by some other measure. May be that 3 of 5
goals were met well but other 2 were substandard. Participant typically has areas of
improvement, needs coaching, should be able to improve to the point of having fully acceptable
performance.




Meets All — Participant has achieved all goals established. Met goals timely, with expected
quality, utilizing appropriate resources. Is good, solid performance. Assuming goals were
established with sufficient stretch, implies that area performance met budgeted and strategic
objectives.




Exceeds Some — Participant has met all and exceeded some goals. May have exceeded time
deadlines, quality levels, volumes, or other metrics in objectives. Is very strong performer and
performance translates into customer and shareholder value.




Exceeds Most or All —  Highest level of performance. Exceeds most or all goals for the year.
Exceeds volume, quality, timing and/or other objective metric. Top performer. Highest award
level and has delivered high value to customer and shareholder.



 


 









 






Goals and Objectives Guidelines





	1)	 	Must be measurable — timing, quality, volume, resources utilized
	 
	2)	 	Must be in writing, stated with all expectations and measures
	 
	3)	 	Should be minimum of three and maximum of five per year
	 
	4)	 	Goals which carry over calendar year should have interim measure points
	 
	5)	 	Goals and objectives should add/retain value for Bank, customers, and shareholders
	 
	6)	 	Goals and objectives need to be attainable but with “stretch”
	 
	7)	 	Goals and objectives need to have “mutual buy-in” between CEO and participant
	 
	8)	 	Goals among participants should not be contradictory or mutually exclusive — should
enhance/promote teamwork
	 
	9)	 	Goals should develop participants to grow and to be challenged