EX-10.1






Exhibit 10.1




FORM OF

2009 INCENTIVE COMPENSATION PLAN




     For each calendar year during the term of the Agreement, the Compensation Committee
(“Committee”) of the Board of Directors of Fidelity will establish in its sole discretion (after
discussion with Management) the percentage of base salary available for incentive compensation
consideration and the executive incentive compensation evaluation criteria, which will include
corporate and individual performance measurements, goals and objectives, both financial and
non-financial, for such calendar year prior to or at the commencement of the calendar year. _______
will be paid incentive compensation (“Incentive Compensation”), if any, in cash as determined by
the Committee following its evaluation of Corporate and individual performance relative to the
executive compensation criteria established at the beginning of the calendar year and such other
measures or modifications as the Committee at its sole discretion, may consider.



     The Committee has determined that in 2009 _______will be eligible for 20% of base compensation
as Incentive Compensation, or such amount as may be determined by the Compensation Committee. The
Committee will evaluate Fidelity’s and _______’s 2009 performance relative to the following financial
and non-financial measurements, goals and objectives, and such other measures and modifications as
the Committee, in its sole discretion, may consider in the determination of Incentive Compensation
to be paid for 2009.




	 	1.	 	Financial Performance Measurements based on the approved 2009 Budget (These
measurements may be modified for evaluation purposes at any time during 2009 based on
changes in the strategic plan, the business plan, competitive or economic factors, changes
in regulatory or accounting rules, laws or regulations or such other factors as the
Compensation Committee, in its sole discretion, may determine.):






	 	•	 	Net income
	 
	 	•	 	Earnings per share (EPS)
	 
	 	•	 	Return on equity (ROE)
	 
	 	•	 	Return on assets (ROA)
	 
	 	•	 	Total stockholder return
	 
	 	•	 	Loan growth
	 
	 	•	 	Asset quality
	 
	 	•	 	Deposit growth
	 
	 	•	 	Net interest margin
	 
	 	•	 	Noninterest income
	 
	 	•	 	Noninterest expense management and control
	 
	 	•	 	Business unit net income






	 	2.	 	Non-financial Corporate and Individual Goals including but not limited to:






	 	•	 	Compliance with laws and regulations including Compliance and Safety and
Soundness ratings of 2 or better
	 
	 	•	 	Hiring proven lenders and managers, as identified, to grow loans and deposits or
develop, expand or improve operations and products and services and their delivery
	 
	 	•	 	Opening new branches and loan production offices to profitably expand market
presence
	 
	 	•	 	Market share growth




 









 












	 	•	 	Development/expansion of profitable products/services and delivery systems
	 
	 	•	 	Furtherance of or achievement of strategic goals and objectives
	 
	 	•	 	Individual performance based on competitive, legal, regulatory, and economic
conditions
	 
	 	•	 	Such other factors as the Compensation Committee in its sole discretion may
consider in determining the amount, if any, of Incentive Compensation to be
awarded.





     The right of _______to receive Incentive Compensation, if any, hereunder related to a calendar
year shall vest on the last day of such calendar year. In the event _______is entitled pursuant to
the Agreement and the determination of the Committee at its sole discretion to Incentive
Compensation for a period of less than a full year, the Incentive Compensation, if any, for such
year shall vest on the last day of his employment.



     Within 60 days after the end of 2009, management shall calculate and evaluate Fidelity’s and
_______’s performance relative to the 2009 Criteria and provide such calculations and evaluations to
the Committee for its review.



     The Committee shall, within 90 days after the end of 2009, make its own independent assessment
of the extent to which the 2009 Criteria and such other measures and modifications as the
Committee, in its sole discretion, may consider have been achieved; and, based on its assessment,
shall award Incentive Compensation in such amounts, if any, as it deems to have been earned by
_______.



     The Committee may revise or modify the 2009 Criteria for the year to the extent the Committee,
in the exercise of its sole and absolute discretion, believes necessary or deems equitable in light
of any unexpected or unusual or non-recurring circumstances or events, including but not limited
to, changes in accounting rules, accounting practices or procedures, tax and other laws and
regulations, or in the event of mergers, acquisitions, divestitures, unanticipated increases in
regulatory fees or costs, any extraordinary or unanticipated competitive or economic circumstances,
or any other factors as the Committee may determine.



     In addition, in determining whether or to the extent that any one or more of the 2009 Criteria
have been met, the Committee may adjust the Corporation’s financial results to exclude the effects
of any or all extraordinary items (as determined under generally accepted accounting principles)
and any other unusual or non-recurring items that distort year-to-year comparisons of results or
otherwise distort results for the year (either on an entity, business unit, or consolidated basis)
and consider the impact on results of other events, including but not limited to, charges or costs
associated with restructurings of the Corporation, discontinued operations, acquisitions or
dispositions of business entities or assets, reorganizations, mergers or divestures, the effects of
competition or economic conditions, and of changes in tax, regulatory or accounting rules, laws or
regulations.



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     Payment is to be made in cash during the three-and-one-half month period in the calendar year
following the calendar year for which the Incentive Compensation is earned ending on April 15. The
Committee, in its sole discretion, during such period may make a non-refundable prepayment of a
portion of the Incentive Compensation to _______if it believes that the partial payment will not
exceed the amount of the Incentive Compensation for the prior calendar year.



	 	 	 	 	 
	 	



FIDELITY SOUTHERN CORPORATION


 	 
	 	By:  	 	 
	 
	 	Name:  	 	 
	 
	 	Title:  	Chairman 	 
	 
	 
	 	FIDELITY BANK


 	 
	 	By:  	 	 
	 
	 	Name:  	 	 
	 
	 	Title:  	Chairman 	 
	 
	 	 	 
	 	By:  	
 	 
	 
	 	Name:  	
 	 
	 
	 	Date: 	
 	 
	 




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