exv10w1




Exhibit 10.1


Certain portions of this exhibit, marked with {****}, have been omitted based upon a

request submitted to the Commission for confidential treatment of certain non-public

information contained herein. The non-public information has been filed with the

Commission as part of the request for confidential treatment.




INDEPENDENT BANK CORP.

AND ROCKLAND TRUST COMPANY

EXECUTIVE OFFICER PERFORMANCE INCENTIVE PLAN



Plan Approval, Plan Year, and Defined Terms



     This Independent Bank Corp. and Rockland Trust Company Executive Officer Performance Incentive
Plan (the “Plan”) has been approved by the Board on April 14, 2011, based upon the recommendation
of the Compensation Committee, for use in the 2011 calendar year.



     Capitalized terms used in this Plan are defined as set forth below in Section 5.



SECTION 1: PURPOSE




     This Plan has been created to provide salaried Executive Officers of the Holding Company and
the Bank who are not entitled to sales commissions with a cash incentive program designed to
motivate them to perform to their full potential and thereby assist the Holding Company and the
Bank in achieving financial success. The financial success of the Holding Company and the Bank
shall be determined by comparing the financial results of the Holding Company with specific
financial performance goals approved by the Board, based upon the recommendation of the
Compensation Committee.



     A diagram depicting the process and computation used to determine a Participant’s Award, which
is more fully described below, is attached hereto as
Schedule 1.



SECTION 2: AWARDS




     Awards to Participants will be determined, and paid, as follows:




	a.	 	Participants. The persons eligible to receive Awards will consist of the Executive Officers
as selected by the compensation committee. Any Executive Officers who are paid sales
commissions are not eligible to participate in this Plan. Executive Officers will be eligible
to participate in this Plan upon their first date of employment. Executive Officers with less
than one year of service will receive a prorated award based on length of service. Newly
elected Executive Officers will participate in this Plan upon election to Executive Officer
status.






	b.	 	Award Determination. The Award for the CEO will be derived from the product of the CEO’s
Target Award multiplied by the combined Bank and Peer Performance




Page 1 of 16









 






	 	 	Factor. The Award for all Participants other than the CEO will be derived from the product of
the Participant’s Target Award multiplied by the combined Bank and Peer Performance Adjustment
Factor and multiplied by the Individual Performance Adjustment Factor. The Award payable to
any Participant, therefore, may be less than or more than the Participant’s Target Award,
depending upon whether, or the extent to which, Bank and Peer Performance Goals and — if
applicable — individual Performance Goals and Objectives for the Plan Year have been achieved.






	c.	 	Target Awards. Target Awards will be established by the Board for each Participant. The
tiers of percentages used to determine Target Awards for Executive Officers for the Plan Year
is attached hereto as Schedule 2.






	d.	 	Bank and Peer Performance Goals. Bank and Peer Performance Goals will be established by the
Board. The Bank and Peer Performance Goals for the Plan Year are attached hereto as Schedule
3 and Schedule 4. In general, Bank and Peer Performance Goals will measure the Holding
Company’s financial performance and also, when appropriate, the achievement of specified
strategic goals and/or operational objectives.






	e.	 	Bank Performance Adjustment Factor. The Bank Performance Adjustment Factor may be adjusted
upward or downward within the parameters set forth on Schedule 3, 3A and 3B based upon the
performance of the Holding Company as to a given performance criteria set forth in the Bank
Performance Goals. The range of the Bank Performance Adjustment Factor for the CEO with
respect to the Earnings Per Share Measure is set forth on Schedule 3A. The range of the Bank
Performance Adjustment Factor for all Participants other than the CEO with respect to the
Earnings Per Share Measure is set forth on Schedule 3B.






	f.	 	Individual Performance Adjustment Factor. The Individual Performance Adjustment Factor will
not be applicable to the CEO. For all Participants other than the CEO, the Individual
Performance Adjustment Factor may be adjusted upward or downward within the parameters set
forth on Schedule 6 based upon an evaluation of their achievement of individual Performance
Goals and Objectives for the Plan Year.






	g.	 	Payment of Awards. Awards will be paid, in cash, as soon as practicable after the close of
the Plan Year. No Award will be payable to any Participant who is not an Employee on the last
day of the Plan Year except that if, during the last eight months of the year, the Participant
takes normal retirement (as defined in the Bank’s principal retirement program), dies, or is
involuntarily terminated other than for Cause, the Participant may be entitled to a prorated
Award as and to the extent determined by the Board. If a Participant is on disability for
more than four months of the Plan Year, the Participant will be entitled to a prorated Award.
If disability lasts four months or less, there will be no reduction in the amount of the
Award. Participants who resign voluntarily after the end of the year, but before Award
payments are made, will be eligible for an Award as and to the extent determined by the Board.
Participants who leave after the end of the Plan Year with an overall rating of “1” or “2” on
their




Page 2 of 16









 






	 	 	Employee Performance Appraisal for the Plan Year will not be eligible for an Award. In the
event of a Change of Control, the funds accrued by the Bank to the date of the Change of
Control will, subject to the approval of the Board, be awarded to the Participants according to
the terms of this Plan.






	h.	 	Peer Performance Factor. The factors, percentile bands and weightings in Schedule 4 will be
used to determine peer performance as measured by the Bank Holding Company Performance Report
(BHCPR) report for bank holding companies for the fiscal year 2011. In the event the fourth
quarter BHCPR is unavailable, the third quarter return will be used in conjunction with peer
bank financial actual data reported for the fourth quarter.






	i.	 	Claw Back Provision. To participate in this Plan Executives must agree to and execute a
clawback agreement in the form adopted by the Compensation Committee at any time during the
performance period, consistent with Section 304 of the Sarbanes-Oxley and any other applicable
regulatory agency requirements.





SECTION 3: ADMINISTRATION




This Plan will be administered by the Board, based upon the recommendations of the Compensation
Committee. All determinations regarding the achievement of any Bank Performance Goals, the
achievement of a Participant’s individual Performance Goals and Objectives, and the amount of any
individual Award will be made by the Board, in its sole and absolute discretion, based upon the
recommendations of the Compensation Committee. Notwithstanding any other provision of this Plan to
the contrary, the Board reserves the right, in its sole and absolute discretion, to: make
adjustments to the Bank Performance Adjustment Factor within the parameters set forth on Schedule 3
based upon either one-time, non-recurring, or extraordinary events or any other reason that the
Board deems appropriate; increase the Award for the CEO up to a maximum of 1.20 times the amount
that would be called for by the product of the CEO’s Target Award multiplied by the Bank
Performance Adjustment Factor; and, to reduce, including a reduction to zero, any Award to a
Participant otherwise payable under this Plan.





	a.	 	Authority. The Board will have authority (i) to exercise all of the powers granted under
this Plan, (ii) to construe, interpret and implement this Plan and any related document, (iii)
to prescribe, amend and rescind rules relating to this Plan, (iv) to make all determinations
necessary or advisable in administering this Plan, and (v) to correct any defect, supply any
omission and reconcile any inconsistency in this Plan. The Board shall also have such other
and further specified duties, powers, authority, and discretion as are elsewhere expressly set
forth in this Plan or as may be conferred upon the Board by necessary implication.






	b.	 	Determinations Final. The actions and determinations of the Board on all matters relating to
the Plan and any Awards will be final and conclusive, except to the extent otherwise provided
by law.




Page 3 of 16









 












	c.	 	Liability. The Board will not be liable for any action taken or determination made in good
faith with respect to this Plan or any Award hereunder, and the Holding Company and the Bank
will indemnify and hold the Board harmless with respect to any actions taken or decisions made
in good faith under this Plan.






	d.	 	Awards. The Board will have authority to determine, among other things, the Executive
Officers to whom, and the time or times at which, Awards will be made and the requisite
conditions thereof.





SECTION 4: MISCELLANEOUS





	a.	 	Nonassignability. No Award will be assignable or transferable (including pursuant to a pledge
or security interest) other than by will or by laws of descent and distribution.






	b.	 	Withholding Taxes. Whenever payments under this Plan are to be made, the Bank may withhold
therefrom an amount sufficient to satisfy any applicable governmental withholding tax
requirements related thereto.






	c.	 	Amendment or Termination of this Plan. The Board may from time to time suspend or discontinue
this Plan or revise, amend, or terminate this Plan.






	d.	 	Non-Uniform Determinations. The Board’s determinations under this Plan need not be uniform
and may be made selectively among persons who receive, or are eligible to receive, Awards
under this Plan, whether or not such persons are similarly situated. Without limiting the
generality of the foregoing, the Board will be entitled, among other things, to make
non-uniform and selective determinations and to establish non-uniform and selective Target
Awards. Any non-uniform determinations known at the time this Plan was approved are set forth
on Schedule 7.






	e.	 	Other Payments or Awards. Nothing contained in this Plan will be deemed in any way to limit
or restrict the Holding Company, the Bank, or the Board, from making any award or payment to
any person under any other plan, arrangement or understanding, whether now existing or
hereafter in effect.






	f.	 	Payments to Other Persons. If payments are legally required to be made to any person other
than the person to whom any amount is available under this Plan, payments will be made
accordingly. Any such payment will be a complete discharge of the liability of the Holding
Company, the Bank, and/or the Board.






	g.	 	Unfunded Plan. This is an unfunded Plan. No provision of this Plan will require the Holding
Company or the Bank, for the purpose of satisfying any obligations under this Plan, to
purchase assets or place any assets in a trust or other entity to which contributions are made
or otherwise to segregate any assets, nor will the Holding Company or the Bank maintain
separate bank accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Participants will have no
rights under this Plan other than as




Page 4 of 16









 






	 	 	unsecured general creditors of the Holding Company and the Bank, except that insofar as they
may have become entitled to payment of additional compensation by performance of services, they
will have the same rights as other employees under generally applicable law.






	h.	 	Limits of Liability. Neither the Holding Company, the Bank, the Board, nor any other person
participating in any determination of any question under this Plan, or in the interpretation,
administration or application of this Plan, will have any liability to any party for any
action taken or not taken in good faith under this Plan.






	i.	 	Rights of Employees. Nothing contained in this Plan will confer upon any Employee or
Participant any right to continue in the employ or other service of the Holding Company or the
Bank or constitute any contract or limit in any way the right of the Holding Company or the
Bank to change such person’s compensation or other benefits or to terminate the employment or
other service of such person with or without Cause.






	j.	 	Section Headings. The section headings contained herein are for the purposes of convenience
only, and in the event of any conflict, the text of this Plan, rather than the section
headings, will control.






	k.	 	Invalidity. If any term or provision contained herein will to any extent be invalid or
unenforceable, such term or provision will be reformed so that it is valid, and such
invalidity or unenforceability will not affect any other provision or part hereof.






	l.	 	Applicable Law. The Plan will be governed by the laws of the Commonwealth of Massachusetts
without regard to the conflict of law principles thereof.





SECTION 5: DEFINITIONS




The following terms, as used herein, will have the meaning specified:





	a.	 	“Award” means a cash incentive payment made to a Participant pursuant to this Plan.






	b.	 	“Bank” means Rockland Trust Company.






	c.	 	“Bank Performance Goals” means the criteria set forth on Schedule 3 that have been selected
to measure the Holding Company’s financial performance and also, when appropriate, the
achievement of specified strategic goals and/or operational objectives.






	d.	 	“Bank Performance Adjustment Factor” means a factor determined by the level of performance
against the criteria set forth in the Bank Performance Goals.






	e.	 	“Board” means the Board of Directors of the Holding Company, as it may be comprised from time
to time.




Page 5 of 16









 












	f.	 	“Cause” means (i) a felony conviction of a Participant; (ii) the commission by a participant
of an act of fraud or embezzlement against the Bank or the Holding Company; (iii) willful
misconduct or gross negligence materially detrimental to the Holding Company or the Bank;
(iv) the Participant’s continued failure to implement reasonable requests or directions after
thirty (30) days written notice to the Participant; (v) the Participant’s wrongful
dissemination or use of confidential or proprietary information; (vi) the intentional and/or
habitual neglect by the Participant of his or her duties to the Holding Company or the Bank;
or (vii) a breach of the Code of Ethics for the Holding Company and the Bank; (viii) any other
reasons consistent with the Holding Company’s and/or the Bank’s policies and procedures
regarding dismissals as they are adopted and implemented from time to time.






	g.	 	“Change of Control” means that, prior to any payout under this Plan (a) any “person” (as
such term is defined in Section 13 (d) of the Securities Exchange Act of 1934, as amended) is
or becomes the beneficial owner, directly or indirectly, of either (i) a majority of the
outstanding common stock of the Holding Company or the Bank, or (ii) securities of either the
Holding Company or the Bank representing a majority of the combined voting power of the then
outstanding voting securities of either the Holding Company or the Bank, respectively, or (b)
during any period of two consecutive years following the date of this Plan, individuals who at
the beginning of any such two year period constitute the Board of Directors of the Holding
Company cease, at any time after the beginning of such period, for any reason to constitute a
majority of the Board, unless the election of each new director was nominated or approved by
at least two thirds of the directors of the Board then still in office who were either
directors at the beginning of such two year period or whose election or whose nomination for
election was previously so approved.






	h.	 	“CEO” shall mean the Chief Executive Officer of the Holding Company and of the Bank.






	i.	 	“Compensation Committee” means the Joint Compensation Committee of the Boards of Directors of
the Holding Company and the Bank.






	j.	 	“Executive Officer” means the CEO and any other person who has been identified as an
Executive Officer of the Holding Company and/or the Bank in filings with the Securities
Exchange Commission.






	k.	 	“Holding Company” means Independent Bank Corp.






	l.	 	“Individual Performance Adjustment Factor” means a factor (or factors) that will, when
multiplied by a Participant’s Target Award and the Bank Performance Adjustment Factor,
determine the amount of a Participant’s Award.






	m.	 	“Participant” means an Executive Officer selected to participate in this Plan whose cash
compensation (other than salary) is not superseded by an individual employment




Page 6 of 16









 






	 	 	agreement or other incentive plan. If any employee is governed by an individual employment
agreement, such employee may be a Participant in the Plan to the extent the terms of such
agreement does not supersede this Plan. Employees who are paid sales commissions are not
eligible to participate in this Plan.






	n.	 	“Peer Performance” means the results of actual bank performance as compared to Peer Banks and
Performance criteria established by the Compensation Committee of the Board. Peer banks are
those publicly traded banks in New England and Mid-Atlantic with asset size between one half
and twice that of the Bank, with strong commercial balance sheets, and no significant
ownership concentrations. Banks primarily located in New York City are excluded.






	o.	 	“Plan” means this Independent Bank Corp. And Rockland Trust Company Executive Officer
Performance Incentive Plan.






	p.	 	“Plan Year” shall mean the calendar year for which this Plan has been approved.






	q.	 	“Target Award” means the Participant’s base salary on November 1st of the Plan
Year, multiplied by the target percentage established for that Participant.




Page 7 of 16









 












SCHEDULE 1









The Individual Performance Adjustment Factor is not applicable to the CEO.




Page 8 of 16











 





SCHEDULE 2




PERCENTAGE TIERS USED TO DETERMINE

TARGET AWARDS FOR EXECUTIVE OFFICERS




	 	 	 	 	 

	President/CEO
	 	 	55	%
	EVP — Commercial Loan
	 	 	35	%
	EVP —Retail Banking & Residential Lending
	 	 	35	%
	Chief Financial Officer
	 	 	35	%
	Director of Human Resources
	 	 	30	%
	General Counsel
	 	 	30	%
	Chief Technology & Operations Officer
	 	 	30	%






Page 9 of 16









 






SCHEDULE 3




BANK PERFORMANCE ADJUSTMENT FACTORS



ROA and ROE Definition for Schedule 3 and 4



For purposes of computing Holding Company Operating Return on Average Assets (“ROA”) and Holding
Company Operating Return on Average Equity (“ROE”) for purposes of this Plan, earnings are equal to
net income as reflected on the Company’s audited consolidated statement of income adjusted, upwards
or downwards as determined by the committee, for the after-tax effect of material non-recurring
items.



EPS Definition for Schedules 3A and 3B and 4



For purposes of computing Operating Earnings Per Share (“EPS”) for purposes of this Plan, earnings
are equal to net income as reflected on the Company’s audited consolidated statement of income
adjusted upwards or downwards as determined by the committee, for the after-tax effect of material
non-recurring items.



Charge Offs Definition for Schedules 3A and 3B and 4



Net losses as a percentage of average loans and leases.



Non Performing Assets Definition for Schedules 3A and 3B and 4



Non Accrual Assets as a percent of total assets.




Consistent with this Plan, the Board reserves the right to adjust any Awards by

considering factors including — but not limited to — regulatory compliance

and credit quality








Page 10 of 16









 









SCHEDULE 3A




2011 BANK PERFORMANCE ADJUSTMENT FACTORS

FOR CEO AT SPECIFIED LEVELS OF EPS ATTAINMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CEO	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	Operating
EPS	 	 	 	 	 	 	 	 	 	 
	 

	 	$ {****}
	 	or less
	 	 	 	 	 	 	-50.00	%
	93%

	 	$ {****}
	 	Threshold
	 	 	50.00	%	 	 	-25.00	%
	94%

	 	$ {****}
	 	 	 	 	54.00	%	 	 	-23.00	%
	94%

	 	$ {****}
	 	 	 	 	58.00	%	 	 	-21.00	%
	95%

	 	$ {****}
	 	 	 	 	62.00	%	 	 	-19.00	%
	95%

	 	$ {****}
	 	 	 	 	66.00	%	 	 	-17.00	%
	96%

	 	$ {****}
	 	 	 	 	70.00	%	 	 	-15.00	%
	96%

	 	$ {****}
	 	 	 	 	74.00	%	 	 	-13.00	%
	97%

	 	$ {****}
	 	 	 	 	78.00	%	 	 	-11.00	%
	97%

	 	$ {****}
	 	 	 	 	82.00	%	 	 	-9.00	%
	98%

	 	$ {****}
	 	 	 	 	86.00	%	 	 	-7.00	%
	98%

	 	$ {****}
	 	 	 	 	90.00	%	 	 	-5.00	%
	99%

	 	$ {****}
	 	 	 	 	94.00	%	 	 	-3.00	%
	99%

	 	$ {****}
	 	 	 	 	96.00	%	 	 	-2.00	%
	100%

	 	$ {****}
	 	 	 	 	98.00	%	 	 	-1.00	%
	100%

	 	$ {****}
	 	Target
	 	 	100.00	%	 	 	0.00	%
	100%

	 	$ {****}
	 	 	 	 	102.00	%	 	 	1.00	%
	101%

	 	$ {****}
	 	 	 	 	104.00	%	 	 	2.00	%
	101%

	 	$ {****}
	 	 	 	 	106.00	%	 	 	3.00	%
	102%

	 	$ {****}
	 	 	 	 	112.29	%	 	 	6.14	%
	102%

	 	$ {****}
	 	 	 	 	118.57	%	 	 	9.29	%
	103%

	 	$ {****}
	 	 	 	 	124.86	%	 	 	12.43	%
	103%

	 	$ {****}
	 	 	 	 	131.14	%	 	 	15.57	%
	104%

	 	$ {****}
	 	 	 	 	137.43	%	 	 	18.71	%
	104%

	 	$ {****}
	 	 	 	 	143.71	%	 	 	21.86	%
	105%

	 	$ {****}
	 	Maximum
	 	 	150.00	%	 	 	25.00	%






Page 11 of 16









 






SCHEDULE 3B




2011 BANK PERFORMANCE ADJUSTMENT FACTORS

FOR PARTICIPANTS OTHER THAN CEO

AT SPECIFIED LEVELS OF EPS ATTAINMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Executives	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	Operating
EPS	 	 	 	 	 	 	 	 	 	 
	 

	 	$ {****}
	 	or less
	 	 	 	 	 	 	-50.00	%
	93%

	 	$ {****}
	 	Threshold
	 	 	75.00	%	 	 	-12.50	%
	94%

	 	$ {****}
	 	 	 	 	77.00	%	 	 	-11.50	%
	94%

	 	$ {****}
	 	 	 	 	79.00	%	 	 	-10.50	%
	95%

	 	$ {****}
	 	 	 	 	81.00	%	 	 	-9.50	%
	95%

	 	$ {****}
	 	 	 	 	83.00	%	 	 	-8.50	%
	96%

	 	$ {****}
	 	 	 	 	85.00	%	 	 	-7.50	%
	96%

	 	$ {****}
	 	 	 	 	87.00	%	 	 	-6.50	%
	97%

	 	$ {****}
	 	 	 	 	89.00	%	 	 	-5.50	%
	97%

	 	$ {****}
	 	 	 	 	91.00	%	 	 	-4.50	%
	98%

	 	$ {****}
	 	 	 	 	93.00	%	 	 	-3.50	%
	98%

	 	$ {****}
	 	 	 	 	95.00	%	 	 	-2.50	%
	99%

	 	$ {****}
	 	 	 	 	97.00	%	 	 	-1.50	%
	99%

	 	$ {****}
	 	 	 	 	98.00	%	 	 	-1.00	%
	100%

	 	$ {****}
	 	 	 	 	99.00	%	 	 	-0.50	%
	100%

	 	$ {****}
	 	Target
	 	 	100.00	%	 	 	0.00	%
	100%

	 	$ {****}
	 	 	 	 	101.00	%	 	 	0.50	%
	101%

	 	$ {****}
	 	 	 	 	102.00	%	 	 	1.00	%
	101%

	 	$ {****}
	 	 	 	 	103.00	%	 	 	1.50	%
	102%

	 	$ {****}
	 	 	 	 	106.14	%	 	 	3.07	%
	102%

	 	$ {****}
	 	 	 	 	109.29	%	 	 	4.64	%
	103%

	 	$ {****}
	 	 	 	 	112.43	%	 	 	6.21	%
	103%

	 	$ {****}
	 	 	 	 	115.57	%	 	 	7.79	%
	104%

	 	$ {****}
	 	 	 	 	118.71	%	 	 	9.36	%
	104%

	 	$ {****}
	 	 	 	 	121.86	%	 	 	10.93	%
	105%

	 	$ {****}
	 	Maximum
	 	 	125.000	%	 	 	12.50	%






Page 12 of 16









 






SCHEDULE 4




PEER PERFORMANCE ADJUSTMENT FACTORS




Peer Performance Matrix




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Percentile	 	ROA	 	 	ROE	 	 	COs	 	 	NPAs	 
	76-100
	 	 	12.50	%	 	 	12.50	%	 	 	-50.00	%	 	 	-50.00	%
	56-75
	 	 	6.25	%	 	 	6.25	%	 	 	-6.25	%	 	 	-6.25	%
	46-55
	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%
	26-45
	 	 	-6.25	%	 	 	-6.25	%	 	 	6.25	%	 	 	6.25	%
	0-25
	 	 	-50.00	%	 	 	-50.00	%	 	 	12.50	%	 	 	12.50	%






Page 13 of 16









 






SCHEDULE 5




2011 PERFORMANCE PAYOUT EXAMPLES




Example A - Good performance




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Peer Perfomance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Measure
	 	ROA	 	ROE	 	Cos	 	NPAs
	Percentile
	 	 	65	 	 	 	65	 	 	 	15	 	 	 	15	 
	Result
	 	 	6.25	%	 	 	6.25	%	 	 	12.50	%	 	 	12.50	%
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Average	 	 	9.375	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPS Performance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Actual
	 	 	{****}	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Execs	 	CEO	 	 	 	 	 	 	 	 
	Result
	 	 	1.500	%	 	 	3.000	%	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Performance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Peer	 	EPS	 	Combined	 	 	 	 
	Execs
	 	 	9.375	%	 	 	1.500	%	 	 	110.875	%	 	 	 	 
	CEO
	 	 	9.375	%	 	 	3.000	%	 	 	112.375	%	 	 	 	 






Example B - Poor performance




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Peer Perfomance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Measure
	 	ROA	 	ROE	 	Cos	 	NPAs
	Percentile
	 	 	30	 	 	 	30	 	 	 	62	 	 	 	81	 
	Result
	 	 	-        6.25	%	 	 	-        6.25	%	 	 	-        6.25	%	 	 	-        50.00	%
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Average	 	 	-17.188	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPS Performance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Actual
	 	 	{****}	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Execs	 	CEO	 	 	 	 	 	 	 	 
	Result
	 	 	-        9.500	%	 	 	-        19.000	%	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Performance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Peer	 	EPS	 	Combined	 	 	 	 
	Execs
	 	 	-        17.188	%	 	 	-        9.500	%	 	 	73.313	%	 	 	 	 
	CEO
	 	 	-        17.188	%	 	 	-        19.000	%	 	 	63.813	%	 	 	 	 






Example C - Average performance




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Peer Perfomance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Measure
	 	ROA	 	ROE	 	Cos	 	NPAs
	Percentile
	 	 	50	 	 	 	50	 	 	 	50	 	 	 	50	 
	Result
	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Average	 	 	0.000	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPS Performance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Actual
	 	 	{****}	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Execs	 	CEO	 	 	 	 	 	 	 	 
	Result
	 	 	0.000	%	 	 	0.000	%	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Performance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Peer	 	EPS	 	Combined	 	 	 	 






Example D - Below threshold EPS performance with average peer




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Peer Perfomance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Measure
	 	ROA	 	ROE	 	Cos	 	NPAs
	Percentile
	 	 	50	 	 	 	50	 	 	 	50               	 	 	 	50	 
	Result
	 	 	0.00	%	 	 	0.00	%	 	 	0.00  	%	 	 	0.00	%
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Average	 	 	0.000	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPS Performance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Actual
	 	 	{****}	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Execs	 	CEO	 	 	 	 	 	 	 	 
	Result
	 	 	-        12.500	%	 	 	-        25.000	%	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Performance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Peer	 	EPS	 	Combined	 	 	 	 
	Execs
	 	 	0.000	%	 	 	-        12.500	%	 	 	87.500	%	 	 	 	 
	CEO
	 	 	0.000	%	 	 	-        25.000	%	 	 	75.000	%	 	 	 	 






Example E - Max EPS performance with below average peer




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Peer Perfomance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Measure
	 	ROA	 	ROE	 	Cos	 	NPAs
	Percentile
	 	 	30	 	 	 	15	 	 	 	70	 	 	 	80	 
	Result
	 	 	-        6.25	%	 	 	-        50.00	%	 	 	-        6.25	%	 	 	-        50.00	%
	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Average	 	 	-        28.125	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPS Performance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Actual
	 	 	{****}	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Execs	 	CEO	 	 	 	 	 	 	 	 
	Result
	 	 	12.500	%	 	 	25.000	%	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Performance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Peer	 	EPS	 	Combined	 	 	 	 
	Execs
	 	 	-        28.125	%	 	 	12.500	%	 	 	84.375	%	 	 	 	 
	CEO
	 	 	-        28.125	%	 	 	25.000	%	 	 	96.875	%	 	 	 	 






Page 14 of 16









 






SCHEDULE 6




INDIVIDUAL PERFORMANCE ADJUSTMENT FACTORS




	 	 	 	 	 
	 	 	Individual Performance	 
	Individual Goals and Objectives for Plan Year	 	Adjustment Factor	 
	Does Not Meet Most
	 	 	0.0	 
	Meets Most
	 	 	0.6 - 0.8	 
	Fully Meets All or all the most important
	 	 	0.8 - 1.05	 
	Exceeds Most or most meaningful
	 	 	1.05 - 1.20	 
	Exceeds All or performs beyond objectives
	 	 	1.20 - 1.40	 





An Executive Officer’s achievement of individual performance Goals and Objectives will be
measured at his/her broadest level of individual responsibility, based upon the “Goals for Next
Year” section of his/her performance appraisal for the Plan Year. The Board may adjust an
Executive Officer’s entire Award downward if non-goals aspects of performance (e.g., values)
assessed with the Bank’s Employee Performance Appraisal are considered less than acceptable.
Awards, however, may not be increased for performance at or better than acceptable levels on
non-goals aspects of performance.






Page 15 of 16









 








SCHEDULE 7




NON-UNIFORM DETERMINATIONS FOR 2011




No non-uniform determinations have yet been made for 2011





Page 16 of 16