ex10-11.htm


    Exhibit
      10.11

     

    


     

    


    Exhibit
      10.11

    


     

    


     

    


     

    United
      Bank

     

    Annual
      Incentive Plan

     

    2007
      Plan Summary

     

    


     

    


     

    March,
      2007

     

    


     

    


     

    


     

    


     

    


     


    
      
         
          

      

      
         
          

        
          

        

      

      
         
          

      

    


    2007
      Annual Incentive Plan

     
      
        

      

    

     

    Introduction
      and Objective

     

    United
      Bank’s Annual Incentive Plan is designed to recognize and reward employees for
      their collective contribution to the Bank’s success.  The Plan focuses
      on the financial measures that are critical the Bank’s growth and profitability.
      Individually and collectively, we all have the ability to influence and drive
      our success.  Employees who exhibit superior performance and
      contribute most to our success will receive additional rewards.  This
      document summarizes the elements and features of the Plan.

     

    In
      short,
      the objectives of the Incentive Plan are to:

     

    
      	
              ·

            	
              Align
                all of the Bank’s employees with critical bank goals and
                objectives

            


    

     

    
      	
              ·

            	
              Encourage
                teamwork and collaboration across all areas of the Bank – our collective
                contributions will drive improved business
                results

            


    

     

    
      	
              ·

            	
              Motivate
                and reward the achievement of specific, measurable  performance
                objectives

            


    

     

    
      	
              ·

            	
              Provide
                competitive total compensation
                opportunities

            


    

     

    
      	
              ·

            	
              Enable
                the Bank to attract, motivate and reward talented
                management

            


    

     

    


     

    Eligibility

     

    
      	
              ·

            	
              All
                Bank employees will be eligible to participate in the Incentive Plan
                with
                the exception of commissioned Financial Services
                Representatives.  Personal Bankers can participate in the Bank
                portion of the plan, but not the individual incentive
                modifier.

            


    

     

    
      	
              ·

            	
              New
                employees will receive pro-rated awards based on date of
                hire.

            


    

     

    
      	
              ·

            	
              Part-time
                staff and employees who work a partial year will receive pro-rated
                awards
                based on hours worked.

            


    

     

    
      	
              ·

            	
              Participants
                must maintain a performance level of “meets most requirements” to be
                eligible for a full incentive award.   Participants who
                have a performance level of “meets some requirements” will be eligible for
                a 50% incentive award

            


    

     

    
      	
              ·

            	
              Participants
                must be an active
                employee as of the award payout date to receive an award, unless
                they have
                retired from United Bank or are out on a
                disability.  Individuals who retire during the plan year will
                receive a pro-rated award.

            


    

     

    


     

    Performance
      Period

     

    The
      performance period and plan operates on a calendar year basis (January 1st–
      December 31st).   Actual
      payout awards are made in cash following year-end after Bank financial results
      and performance is known.

    



    
      
         
          

      

      
        1

        
          

        

      

      
         
          

      

    


    Incentive
      Payout Opportunity

     

    Each
      participant will have a target incentive opportunity and range of potential
      payout that is expressed as a percentage of base
      salary.   Incentive targets are based on competitive market
      practice and reflect the amount of incentive to be paid for meeting goals.
      Threshold performance will pay out less and achieving stretch performance will
      payout more.  Performance below threshold will result in no
      payout.

     

    The
      table
      below shows incentive targets and ranges by role/level:

     

    


     

    
      	 
              	
              Annual
                Incentive as % of Base Salary

            
	
              Grade
                Level

            	
              Below

              Threshold

               

            	
              Threshold

              (minimum

              performance
                for

              payout
                – 27% of

              target)

            	
              Target

              (expected

              performance
                )

            	
              Stretch

              (exceptional

              performance
                -

              136%
                of target)

            
	
              27

            	
              0%

            	
              8.1%

            	
              30%

            	
              40.8%

            
	
              25-26

            	
              0%

            	
              6.75%

            	
              25%

            	
              34.0%

            
	
              22-24

            	
              0%

            	
              5.4%

            	
              20%

            	
              27.2%

            
	
              18-21

            	
              0%

            	
              4.05%

            	
              15%

            	
              20.4%

            
	
              11-17
                &

              Personal

              Bankers

            	
              0%

            	
              1.89%

            	
              7%

            	
              9.52%

            


    

    


    Incentive
      Plan Measures

     

    Bank
      performance will be the primary performance measure for award
      payouts.  Actual incentive plan payouts will vary based on the
      achievement of predefined Bank performance goals.  The Bank
      performance goals for 2007 are net operating income, deposit growth and loan
      growth.  The table below shows the weight and specific performance
      goals at threshold, budget and stretch for 2007:

     

    
      	 
              	
              2007
                Performance Goals

            
	
              Performance

              Goal

            	
              Weight

            	
              Threshold

            	
              Budget

            	
              Stretch

            
	
              Net
                Income

            	
              60%

            	
              $3.6
                million

            	
              $3.8
                million

            	
              $8.0
                million

            
	
              Deposit
                Growth

            	
              20%

            	
              6.13%

            	
              6.9%

            	
              13.62%

            
	
              Loan
                Growth

            	
              20%

            	
              6.8%

            	
              7.8%

            	
              15.11%

            


    

    


     

    Performance
      targets and ranges for each
      measure are set in advance of each plan. A minimum achievement of the threshold
      level of performance is required for the plan to pay for each
      component.

     

    Individual
      performance is also a critical element of the proposed incentive
      plan.  Therefore, the Plan provides all employees, with the exception
      of Personal Bankers, the ability to modify the Bank incentive award +/- 15%
      to
      recognize individual employee contributions to Bank
      success.  Individual performance modifiers will be based on the
      discretion of the manger to recommend.

     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Incentive
      Award Calculation

     

    At
      the
      end of each plan year, there will be two levels of performance
      assessment:

     

    
      	
               
                

            	
              1.

            	
              Bank
                performance is assessed based on our achievement relative to the
                defined
                Bank performance goals. Actual payouts will vary based on performance
                and
                can range from 0% (if threshold performance is not achieved) to 150%
                of
                target award (if all goals reach stretch levels of
                performance).  For each performance goal, the percentage of
                target achieved will be interpolated between target and stretch or
                between
                target and minimum.  These results will then be averaged based
                on the assigned weights for each performance goals.  A final
                performance multiplier will be developed to represent the Bank’s
                performance.

            


    

     

    
      	
               
                

            	
              2.

            	
              Individual
                employee performance is assessed and the individual multiplier will
                be
                applied to the overall bank performance multiplier to determine the
                incentive award.

            


    

     

    Awards
      will be calculated and payments made (if awards are earned) as soon as practical
      after the end of each year.  These awards will cover results for the
      Plan year immediately preceding the award payment date.

     

    Step
      1:  Determine
      Bank performance

     

    Using
      a
      bank performance matrix, a final bank multiplier is determined.  (The
      example shows bank performance indicated as “bold italic”).  The
      performance assumptions for this example are:

    
      	
               
                

            	
              §

            	
              Net
                Income: $3,800 (at target)

            


    

    
      	
               
                

            	
              §

            	
              Total
                Deposit Growth: 6.9% (below target)

            


    

    
      	
               
                

            	
              §

            	
              Total
                Loan Growth: 7.8% (above target)

            


    

    


    The
      bank
      performance multiplier in this example is determined as follows:

     

    60%
      + 15%
      + 23.5% = 98.5%

     

    
      	
              Weight

            	
              60%

            	
              20%

            	
              20%

            
	
              Payout

              (as
                percentage of target)

            	
              Net
                Income

            	
              Award

              Percentage

            	
              Total

              Deposit

              Growth

            	
              Award

              Percentage

            	
              Total

              Loan

              Growth

            	
              Award

              Percentage

            
	
              Threshold

            	
              50.00%

            	
              $5,600

            	
              30.00%

            	
              6.16%

            	
              10.00%

            	
              7.00%

            	
              10.00%

            
	 
              	
              62.50%

            	
              $5,950

            	
              37.50%

            	
              6.82%

            	
              12.50%

            	
              7.75%

            	
              12.50%

            
	 
              	
              75.00%

            	
              $6,300

            	
              45.00%

            	
              7.48%

            	
              15.00%

            	
              8.50%

            	
              15.00%

            
	 
              	
              87.50%

            	
              $6,650

            	
              52.50%

            	
              8.14%

            	
              17.50%

            	
              9.25%

            	
              17.50%

            
	
              Target

            	
              100.00%

            	
              $3,800

            	
              60.00%

            	
              7.80%

            	
              20.00%

            	
              6.90%

            	
              20.00%

            
	 
              	
              108.75%

            	
              $7,350

            	
              65.25%

            	
              9.46%

            	
              21.75%

            	
              10.75%

            	
              21.75%

            
	 
              	
              117.50%

            	
              $7,700

            	
              70.50%

            	
              10.12%

            	
              23.50%

            	
              11.50%

            	
              23.50%

            
	 
              	
              126.25%

            	
              $8,050

            	
              75.75%

            	
              10.78%

            	
              25.25%

            	
              12.25%

            	
              25.25%

            
	
              Stretch

            	
              135.00%

            	
              $8,400

            	
              81.00%

            	
              11.44%

            	
              27.00%

            	
              13.00%

            	
              27.00%

            


    

    


     

    Step
      2:  Determine
      Individual Performance Multiplier

     

    If
      Individual Multiplier = 110%, the incentive calculation would be:

     

    98.5%
      x 110% = 108.4% of target
      incentive award

     

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Terms
      and Conditions

     

    
      
        

      



    Participation

    All
      employees with the exception of commissioned Financial Services Representatives
      are eligible to participate in the Plan.  Personal Bankers are
      eligible for the Bank portion of the incentive payout only.  New
      employees are eligible for a prorated award. 

     

    Effective
      Date

    This
      Program is effective January 1, 2007 to reflect plan year January 1, 2007 to
      December 31, 2007.  The Plan will be reviewed annually by the Bank’s
      Board and Executive Management to ensure proper alignment with the Bank’s
      business objectives.  United Bank retains the rights as described
      below to amend, modify or discontinue the Plan at any time during the specified
      period. The Incentive Plan will remain in effect until December 31,
      2007.

     

    Program
      Administration

    The
      Plan
      is authorized by the Board of Directors.  The Board of Directors has
      the sole authority to interpret the Plan and to make or nullify any rules and
      procedures, as necessary, for proper administration.  Any
      determination by the Board of Directors will be final and binding on all
      participants.

    


    Program
      Changes or Discontinuance

    United
      Bank has developed the plan based on existing business, market and economic
      conditions.  If substantial changes occur that affect these
      conditions, United Bank may add to, amend, modify or discontinue any of the
      terms or conditions of the plan at any time.

    


    The
      Board
      of Directors may, at its sole discretion, waive, change or amend any of the
      Plan
      as it deems appropriate.

    


    Incentive
      Award Payments

    Awards
      will be paid as a cash bonus before the end of the first quarter following
      the
      Plan year.   Awards will be paid out as a percentage of a
      participant’s effective base salary as of December 31st
      for a
      given calendar year. Incentive awards will be considered taxable income to
      participants in the year paid and will be subject to withholding for required
      income and other applicable taxes.

     

    Any
      rights accruing to a participant or his/her beneficiary under the Plan shall
      be
      solely those of an unsecured general creditor of United Bank. Nothing contained
      in the Plan, and no action taken pursuant to the provisions hereof, will create
      or be construed to create a trust of any kind, or a pledge, or a fiduciary
      relationship between United Bank or the CEO and the participant or any other
      person. Nothing herein will be construed to require United Bank or the CEO
      to
      maintain any fund or to segregate any amount for a participant’s
      benefit.

     

    Program
      Funding

    The
      Plan
      is funded and accrued based on Bank performance results for a given
      year.  Achieving higher levels of performance will increase the Plan
      payouts to participants.  Similarly, achieving less than target
      performance will reduce the Plan payouts.  If the Bank does not
      achieve its threshold bank performance goal, the Plan will not be
      paid.

     

    New
      Hires, Reduced Work Schedules, Promotions, and Transfers

    Participants
      who are not employed by United Bank at the beginning of the Plan year will
      receive a pro rata incentive award based on their length of employment during
      a
      given year.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Part
      time
      employees are eligible to participate.  Their award percentage will
      reflect their earned compensation based on actual hours worked.  A
      participant whose work schedule changes during the year will be eligible for
      prorated treatment that reflects his/her time in the different
      schedules.

     

    If
      a
      participant changes his/her role or is promoted during the Plan year, he/she
      will be eligible for the new role’s target incentive award opportunity on a pro
      rata basis (i.e. the award will be prorated based on the number of months
      employed in the respective positions.)

     

    Termination
      of Employment

    If
      a Plan
      participant is terminated by the Bank, no incentive award will be
      paid.  To encourage employees to remain in the employment of United
      Bank, a participant must be an active employee of the Bank on the date the
      incentive is paid to receive an award. (See exceptions for death, disability
      and
      retirement below.)

     

    Disability,
      Death or Retirement

    If
      a
      participant is disabled by an accident or illness, and is disabled long enough
      to be placed on long-term disability, his/her bonus award for the Plan period
      shall be prorated so that no award will be earned during the period of long-term
      disability.

     

    In
      the
      event of death, United Bank will pay to the participant’s estate the pro rata
      portion of the award that had been earned by the participant.

     

    Individuals
      who retire during the plan year will receive a pro-rata portion of the award
      based on the retirement date.

     

    Ethics
      and Interpretation

    If
      there
      is any ambiguity as to the meaning of any terms or provisions of this plan
      or
      any questions as to the correct interpretation of any information contained
      therein, the Bank’s interpretation expressed by Board of Directors will be final
      and binding.

     

    The
      altering, inflating, and/or inappropriate manipulation of performance/financial
      results or any other infraction of recognized ethical business standards, will
      subject the employee to disciplinary action up to and including termination
      of
      employment.  In addition, any incentive compensation as provided by
      the plan to which the employee would otherwise be entitled will be
      revoked.

     

    Participants
      who have willfully engaged in any activity, injurious to the Bank, will upon
      termination of employment, death, or retirement, forfeit any incentive award
      earned during the award period in which the termination occurred.

     

    Miscellaneous

    The
      Plan
      will not be deemed to give any participant the right to be retained in the
      employ of United Bank, nor will the Plan interfere with the right of United
      Bank
      to discharge any participant at any time.

     

    In
      the
      absence of an authorized, written employment contract, the relationship between
      employees and United Bank is one of at-will employment. The Plan does not alter
      the relationship.

     

    This
      incentive plan and the transactions and payments hereunder shall, in all
      respect, be governed by, and construed and enforced in accordance with the
      laws
      of the state of Massachusetts.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    Each
      provision in this Plan is severable, and if any provision is held to be invalid,
      illegal, or unenforceable, the validity, legality and enforceability of the
      remaining provisions shall not, in any way, be affected or impaired
      thereby.

     

    This
      plan is proprietary and confidential to United Bank and its employees and should
      not be shared outside the organization.

     

     

     

     

     

    6