Filed by Bowne Pure Compliance



 





Schedule 10.07




Compensation of Named Executive Officers




Base Salary 



The salaries of Messrs. Maurer, Roby and Bruin have historically been adjusted on
July 1 of each year. Set forth below are their respective salaries for the fiscal year ending
December 31, 2007.



	 	 	 	 	 	 	 	 	 
	 	 	Base Salary from	 	 	Base Salary from	 
	Named Executive Officer	 	7/01/06 to 6/30/07	 	 	7/01/07 to 6/30/08	 
	Morris L. Maurer
	 	$	312,321	 	 	$	327,937	 
	Philip B. Roby
	 	$	276,321	 	 	$	290,137	 
	Mark E. Bruin
	 	$	210,000	 	 	$	220,500	 






The salary for the fiscal year ending December 31, 2007 of Debra L. Ross, the Senior Vice
President and Chief Financial Officer of the Company, is $165,000, and salary for the fiscal year
ending December 31, 2007 of Terry K. Scott, the chief credit officer of the Company’s wholly-owned
subsidiary, The National Bank of Indianapolis (“Bank”), is $126,000.



Bonus Amounts 



All employees of the Company and the Bank are eligible to participate in the 2007
Incentive Plan. To be eligible to receive awards under the 2007 Incentive Plan, an individual must
be employed by the Company or the Bank at December 31, 2007. Under the terms of the 2007 Incentive
Plan, all participating employees will receive a specified percentage of their annual salary,
depending upon the net income of the Bank. The maximum amount that an individual may receive under
the 2007 Incentive Plan would be an amount equal to 18% of that individual’s annual salary. Under
the terms of the 2007 Incentive Plan, all individuals will receive the same percentage of their
annual salary as the bonus payment.



The 2007 Discretionary Bonus Plan is to be used to reward individuals who have provided
performance critical to the success of the Company and the Bank, and to keep compensation amounts
competitive with competitors of the Bank by supplementing the amounts received under the 2007
Incentive Bonus Plan. The individuals who are eligible to receive a bonus payment pursuant to this
Plan and the amount of any bonus awarded under this Plan are determined by the Compensation
Committee, after considering recommendations by Morris L. Maurer, the President of the Company and
the Bank, and Philip B. Roby, the Executive Vice President and Chief Operating Officer of the
Company and the Bank. Neither Mr. Maurer, Mr. Roby, nor Ms. Ross is eligible to participate in the
2007 Discretionary Bonus Plan. The aggregate amount of bonus payments which can be made under this
plan is $83,000. Awards under the 2007
Discretionary Bonus Plan are not subject to a formula payout (unlike the 2007 Incentive Bonus
Plan).


 


 









 





The 2007 Top Management Discretionary Bonus Plan is to be used to reward top management for
their performance which is considered critical to the success of the Company and the Bank, and to
keep compensation amounts competitive with competitors of the Bank by supplementing the amounts
received under the 2007 Incentive Bonus Plan. The only individuals who are eligible to participate
in the 2007 Top Management Discretionary Bonus Plan are Morris L. Maurer, the President and Chief
Executive Officer of the Company and the Bank, Philip B. Roby, the Executive Vice President and
Chief Operating Officer of the Company and the Bank, and Debra L. Ross, the Senior Vice President
and Chief Financial Officer of the Company and the Bank. Awards under this Plan are made in the
discretion of the Compensation Committee and are not subject to a formula payout. Although the
Compensation Committee did not establish specific performance goals under the terms of this Plan,
in determining awards under this Plan the Compensation Committee will consider matters such as
annual growth in total assets, loans, assets under management, net income and earnings per share;
employee turnover; client retention; accomplishments in marketing; asset liability management;
operations; technology; facilities; credit quality; human resources; organization; comments from
the independent auditors; the nature of the audit opinion; and, results of regulatory examinations.
The aggregate amount which may be awarded under this Plan for each of these named executive
officers, and the percentage of such pay to their respective base salary, is set forth below.



	 	 	 	 	 	 	 	 	 
	Named Executive Officer	 	Percentage of Base Salary	 	 	Dollar Amount	 
	Morris L. Maurer
	 	 	20	%	 	$	64,025	 
	Philip B. Roby
	 	 	15	%	 	$	42,484	 
	Debra L. Ross
	 	 	15	%	 	$	24,750	 






Stock Plans



2005 Plan. On April 21, 2005, the board of directors of the Company approved The
National Bank of Indianapolis Corporation 2005 Equity Incentive Plan (the “2005 Plan”), which was
approved by shareholders on June 16, 2005 at the Annual Meeting of Shareholders of the Company.
All employees of the Company or its subsidiaries are eligible to become participants in the 2005
Plan. The Compensation Committee will administer the 2005 Plan and will determine the specific
employees who will be granted awards under the 2005 Plan and the type and amount of any such
awards.



The 2005 Plan authorizes the issuance of up to 333,000 shares of the Company’ s common stock
to participants pursuant to the award of shares of restricted stock or the grant of options. The
2005 Plan’s effective date is July 1, 2005 and it will continue in effect until terminated by the
Board of Directors; provided, however, no awards of “incentive stock options” may be granted under
the 2005 Plan after the ten-year
anniversary of its approval by the shareholders. Any awards that are outstanding after the 2005
Plan terminates will remain subject to the terms of the 2005 Plan.


 


 









 





The Administrative Committee of the 2005 Plan may grant an incentive stock option or
non-qualified stock option to purchase stock at a specified exercise price. The exercise price for
an option cannot be less than the fair market value of the stock to which the option relates at the
time the option is granted. The exercise price of an option may not be decreased after the date of
grant nor may an option be surrendered to Company as consideration for the grant of a replacement
option with a lower exercise price, except as approved by our shareholders or as adjusted for
corporate transactions described above.



Options will be exercisable in accordance with the terms established by the Administrative
Committee. The full purchase price of each share of stock purchased on the exercise of any option
will be paid at the time of exercise. Except as otherwise determined by the Administrative
Committee, the exercise price will be payable in cash, by promissory note (as permitted by law), in
shares of stock owned by the optionee (valued at fair market value as of the day of exercise), or a
combination thereof. The Committee, in its discretion, may impose such conditions, restriction, and
contingencies on stock acquired pursuant to the exercise of an option as it determines to be
desirable.



Terminated 1993 Plans. On April 21, 2005, the board of directors of the Company terminated
the Amended and Restated 1993 Key Employees’ Stock Option Plan and the Amended and Restated 1993
Restricted Stock Plan (collectively, the “1993 Plans”) subject to the shareholders of the Company
approving the 2005 Plan, which approval was received on June 16, 2005, at the Annual Meeting of
Shareholders of the Company. The effective date of the termination of the 1993 Plans was June 30,
2005. The awards which are outstanding under the 1993 Plans will remain outstanding following the
termination of the 1993 Plans subject to their terms, until they are expired, are forfeited or
otherwise lapse or expire.



Deferred Compensation Plan



The Company also has adopted The National Bank of Indianapolis Corporation
Executives’ Deferred Compensation Plan (the “Deferred Compensation Plan”), effective January 1,
2005. Mr. Maurer and Mr. Roby are the only two executives currently eligible to participate in the
Plan. Under the terms of the Deferred Compensation Plan, participants may defer up to 50% of total
cash compensation, and the Company will match 50% of the executive’s deferral. The Deferred
Compensation Plan is unfunded and accruals and earnings on the deferrals are recorded as a
liability on the Company’s financial statements. Earnings accrue interest at a rate equal to the
interest rate on 10-year Treasury securities for the 12-month period ended on September 30 of the
year prior to the plan year to which the earnings rate will apply, plus 150 basis points. The
Company may also make additional matching contributions in any amount as may be determined by the
Committee in its sole discretion. In addition, the Committee may make supplemental contributions.
Matching and supplemental contributions under the plan will vest upon the first to occur of the
following events: five years of service, the
participant attaining age 62, the death of the participant, the total and permanent disability of
the participant, or the date on which there is a change of control of the Company.


 


 









 





Other Compensation Plans 



The Company also has adopted certain broad-based employee benefit plans for all
employees. Senior executives are permitted to participate in these plans on the same terms as
non-executive employees who meet applicable eligibility criteria, subject to any legal limitations
on the amount that may be contributed or the benefits that may be payable under the plans. These
plans include such customary employee benefit plans as medical insurance, life insurance, and a
401(k) plan.