EX-10.1






Exhibit 10.1




Summary of 2008 Fiscal Year Executive Officer Bonus Plan




The purpose of the Bancinsurance Corporation (the “Company”) 2008 Fiscal Year Executive Officer
Bonus Plan (the “Plan”) is to attract, retain and motivate high quality executives and reward
executives for Company profitability. Under the Plan, each executive officer is eligible to receive
a cash bonus equal to a specified percentage of his base salary based upon the achievement of
pre-established Company and individual performance goals (with each component being weighted
differently based on the executive officer’s position with the Company). For fiscal year 2008, the
target bonus and the weighting of the Company goal and individual goal components for each named
executive officer are as follows:



	 	 	 	 	 	 	 	 	 
	 	 	Target Bonus as a % of	 	Company
	 	 	Base	 	Goal/Individual Goal
	Named Executive Officer	 	Salary(1)	 	Weighted Component
	John S. Sokol, Chairman,
Chief Executive Officer
and President
	 	 	60	%	 	 	100%/0	%
	Matthew C. Nolan, Vice
President, Chief
Financial Officer,
Treasurer and Secretary
	 	 	25	%	 	 	100%/0	%
	Daniel J. Stephan,
President of OIC Lender
Services, a division of
Ohio Indemnity Company
	 	 	50	%	 	 	50%/50	%
	Stephen J. Toth, Vice
President of Specialty
Products of Ohio
Indemnity Company
	 	 	25	%	 	 	50%/50	%







	 	 	(1) For fiscal year 2008, the base salaries for Messrs. Sokol, Nolan, Stephan and Toth
are $349,650, $210,000, $180,810 and $120,120, respectively.





Company Performance Goal Component



For fiscal year 2008, the Compensation Committee has established a 15% return on beginning
equity (“ROE”) as the target Company performance goal. Under the Plan, ROE is calculated by
dividing (1) the Company’s net income for fiscal year 2008 (excluding the after-tax effect of
expenses incurred for fiscal year 2008 relating to the Company’s ongoing SEC investigation) by (2)
total shareholders’ equity at the beginning of fiscal year 2008.



The minimum and maximum Company performance goals for fiscal year 2008 were set by the
Compensation Committee at a 7.5% ROE and a 20% ROE, respectively. Under the Plan:




	 	•	 	if ROE for fiscal year 2008 is less than 7.5%, no bonus will be awarded for the
Company goal component;






	 	•	 	if the Company achieves ROE of 7.5% for fiscal year 2008, each executive officer
will be entitled to receive a bonus equal to the product of (1) 50% of the amount of
the executive officer’s target bonus and (2) the percentage of his bonus allocated to
the Company goal component;






	 	•	 	if the Company achieves ROE of 15% for fiscal year 2008, each executive officer will
be entitled to receive a bonus equal to the product of (1) 100% of the amount of the
executive officer’s target bonus and (2) the percentage of his bonus allocated to the
Company goal component; and






	 	•	 	if the Company achieves ROE of at least 20% for fiscal year 2008, each executive
officer will be entitled to receive a bonus equal to the product of (1) 125% of the
amount of his target bonus and (2) the percentage of his bonus allocated to the Company
goal component.





If ROE for fiscal year 2008 falls between 7.5% and 15%, a straight-line schedule will be used to
determine the percentage of the amount of target bonus (ranging between 50% and 100%) each
executive officer will be entitled to receive in respect of the Company goal component.



Individual Performance Goal Component



Under the Plan, the Compensation Committee has established individual performance goals for each
applicable executive officer. For fiscal year 2008, the individual performance goals consist of
product line financial targets with respect to the product line for which the applicable executive
officer has responsibility (Daniel J. Stephan has responsibility for the Company’s lender service
product line and Stephen J. Toth has responsibility for the Company’s unemployment compensation
product line). Following the completion of the 2008 fiscal year, the Compensation Committee will
evaluate each applicable executive officer’s performance with respect to his individual performance
goals and determine his bonus relating to the individual goal component (equal up to the product of
(1) the amount of the executive officer’s target bonus and (2) the percentage of his bonus
allocated to the individual goal component).



Total Cash Bonus 



Following the 2008 fiscal year, each executive officer will be entitled to receive a cash bonus
equal to the sum of the Company performance goal component achieved and the individual performance
goal component achieved. Under the Plan, bonuses for fiscal year 2008 performance will be paid to
participants in early 2009.



Miscellaneous



Notwithstanding anything to the contrary set forth in the Plan, the Compensation Committee shall
have the right, in its sole discretion and for any reason, to reduce or eliminate the amount of any
cash bonus otherwise payable to any executive officer under the Plan.



In the event that, at any time prior to the payment date of a cash bonus under the Plan, (1) an
executive officer’s employment with the Company is terminated for any reason (whether voluntarily
or involuntarily) or (2) a “change in control event” (as such term is defined in the Treasury
Regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended) occurs
with respect to the Company, the Compensation Committee shall have the right, in its sole
discretion and for any reason, to determine whether, and the extent to which, cash bonuses shall be
paid to any executive officer under the Plan.