ex10.22 2014 10K


EXHIBIT 10.22




Valley Bank
Employee Profit Sharing Plan
2014


Valley Bank (“Company”) recognizes the importance of a well-designed profit-sharing plan that rewards individual performance as well as allows employees to share in the profits of the Company when strategic goals are met.   As such, the Company has developed the Employee Profit Sharing Plan (“Plan”) as part of the Company’s overall Strategic Plan.  The Plan is designed to reward performance for meeting individual goals and objectives that are aligned with the Company’s overall Strategic Plan.  All Company compensation programs shall exclude incentives for SEOs to take unnecessary and excessive risks that threaten the value of the Company and shall not incorporate any activities that would encourage manipulation of reported earnings to enhance the compensation of any employee.
Administration
    
Eligible Employees:


Employees eligible to participate in the Plan include all employees, hired prior to July 1 of the current year. Part-time employees’ bonus amount will be prorated at 62.5% of award amount.  Additionally, bonuses will be prorated for eligible employees hired during the year based on number of months employed.  Employees must be employed (and not in a termination or resignation period) through the date of payment to be eligible for payment.  


Calculation of Award


The profit sharing plan award amount totaling $550,000 (exclusive of any employer taxes associated with the award) will be included in the Company’s budget and accrued on a monthly basis.  The payout amount will be 100% if the Company meets its profitability budget for the year (“profitability budget” defined as budgeted net income available to common shareholders less profit earned from residential real estate and mortgage lines of business).  If the Company does not meet its profitability budget, the total profit sharing contribution will be reduced by the amount required for the Bank to hit the profitability budget.  The remaining contribution, if any, will be allocated on a pro-rata basis according to the full contribution schedule:    




	
		
	Title
	Profit Sharing % of Base Salary*

	President
	15%

	Executive Vice President
	12%

	Senior Vice President - Exec. Officer
	10%

	Senior Vice President - Other 
	9%

	Vice President 
	8%

	Assistant Vice President 
	7%

	Bank Officer 
	5%

	Exempt, non-officer
	3%

	Non-exempt, non-officer
	Flat $500






		
	•
	The base salary for employees on a commission only pay structure has been pre-determined as follows:




SVP, Wealth Management:  $125,000
VP, Mortgage Officer:  $96,000
AVP, Mortgage Officer:  $48,000
Mortgage Officer:  $35,000


If the Company exceeds its profitability budget,  the profit sharing award may be increased at the discretion of the Human Resources Committee to the maximum allowable under the Plan, as long as the total profit sharing award does not exceed 10% of reportable net income to common shareholders for the year ended December 31, 2014. In no event will the total profit sharing contribution exceed 10% of reportable net income to common shareholders for the year ended December 31, 2014.





EXHIBIT 10.22






Clawback Provision


Any profit-sharing awards made under this Plan will be subject to a “clawback” if payments were based upon materially inaccurate financial statements or any other materially inaccurate performance criteria or if it is subsequently determined that the employee has violated the Company’s Code of Ethics.  This provision is not exclusively applicable to accounting restatements and covers material inaccuracies of performance metrics in addition to the actual financial statements.


Payment of Award


Payment of the award will be made on or about January 31, 2015 (after the Company has released earnings for the year ended December 31, 2014).


Additional Awards
    


The Human Resources Committee has the authority to make additional awards at its discretion.