EX-10.1



 Exhibit 10.1 

Juniata Valley Financial Corp 
 EXECUTIVE ANNUAL
INCENTIVE PLAN 
 Exhibit A – Participation 
 Plan Year 2012 
 (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 Barber – President and Chief Executive
Officer 
 Category 2 – JoAnn McMinn – Executive Vice President and Chief Financial Officer 

Category 3 – Donna Holmes – SVP-Credit Administration 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 2012 
 Category 1 – CEO Position 
 GOALS 

Performance Measures 

(Basic) Earnings Per Share (75%) 

					
			
	 Threshold
	  	 Target
	  	 Optimum

			
	 $1.04
	  	$1.10	  	$1.21
	
	Return on Average Equity (25%)
			
	 Threshold
	  	 Target
	  	 Optimum

			
	 8.59%
	  	9.04%	  	9.94%
	
	 Awards
 (% of Base Pay)

			
	 Threshold
	  	 Target
	  	 Optimum

			
	 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 2012 
 Category 2 
  

				September 30,				September 30,				September 30,	
	 	    	Bank Goal – EPS and ROAE (same as
Category 1)	 
	 	    	Threshold	 	 	Target	 	 	Optimum	 
				
	 Award as a % of pay
	    	 	4.0	% 	 	 	10.0	% 	 	 	15.0	% 

  

				September 30,				September 30,				September 30,				September 30,				September 30,	
	 	    	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 $1.04 EPS and 8.59% 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 2012 
 Category 3 
  

				September 30,				September 30,				September 30,	
	 	    	Bank Goal – EPS and ROAE (same as
Category 1)	 
	 	    	Threshold	 	 	Target	 	 	Optimum	 
				
	 Award as a % of pay
	    	 	3.0	% 	 	 	7.5	% 	 	 	12.5	% 

  

				September 30,				September 30,				September 30,				September 30,				September 30,	
	 	    	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 $1.04 EPS and 8.59% ROAE to generate any payment. 

  

	2.	Bank performance between ROAE and EPS 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.