Exhibit
10.11
  
  
 
  Annual
Incentive Plan
  2009
Plan Summary
  
  
  February
2009
  
  
   
  2009
Annual Incentive Plan
  
  Introduction
and Objective
  United
Bank’s Annual Incentive Plan is designed to recognize and reward employees for
their collective contribution to the Bank’s success.  The Plan focuses
on the financial measures that are critical the Bank’s growth and profitability.
Individually and collectively, we all have the ability to influence and drive
our success.  Employees who exhibit superior performance and
contribute most to our success will receive additional rewards.  This
document summarizes the elements and features of the Plan.
  In short,
the objectives of the Incentive Plan are to:
  ·
              Align
      all of the Bank’s employees with critical bank goals and
      objectives
  ·
              Encourage
      teamwork and collaboration across all areas of the Bank – our collective
      contributions will drive improved business
  results
  ·
              Motivate
      and reward the achievement of specific, measurable  performance
      objectives
  ·
              Establish
      performance goals on a bank and division level that align the interest of
      employees’ with the enhancement of shareholder value.  These
      goals will be established by senior leadership based on the Bank's
      strategic plan.
  ·
              Provide
      competitive total compensation
opportunities.
  ·
              Enable
      the Bank to attract, motivate and reward talented
  staff.
  Eligibility
  ·
              All
      Bank employees will be eligible to participate in the
      Incentive
  ·
              New
      employees will receive pro-rated awards based on date of
    hire.
  ·
              Part-time
      staff and employees who work a partial year will receive pro-rated awards
      based on hours worked.
  ·
              Participants
      must maintain a performance level of “meets most requirements” to be
      eligible for a full incentive award.   Participants who
      have a performance level of “meets some requirements” will be eligible for
      up to a 50% incentive award.
  ·
              Participants must be an active
      employee as of the award payout date to receive an award, unless they have
      retired from United Bank or are out on a
      disability.  Individuals who retire during the plan year will
      receive a pro-rated award.
  Performance
Period
  The
performance period and plan operates on a calendar year basis (January 1 –
December 31st).   Actual
payout awards are made in cash following year-end after Bank financial results
and performance is known.
  
   1
  Incentive
Payout Opportunity
  Each
participant will have a target incentive opportunity that is expressed as a
percentage of base salary.   Incentive targets reflect
competitive awards and are funded and paid based on our
performance.  In order to fund the target incentives, the Bank needs
to achieve certain levels of net income.  In effect, the Bank is
sharing a portion of its profits with employees based on our individual and
collective performance.
  Actual
payouts will reflect our net income and performance relative to goals and may be
above or below these target awards.  Performance below expectations
will result in lower awards while performance above expectations will result in
higher awards.
  The
table below shows incentive targets by role/level.  Actual awards may
range from 0% - 150% of these targets depending on our performance.
  Grade
      Level
                        Normal
      Target
                          %
      of base salary
                        2009
      Target
                          at
      budget- 70%
                          of
      normal target27
                        30%
                        21%25-26
                        25%
                        17.5%22-24
                        20%
                        14%18-21
                        15%
                        10.5%11-17,
      FNSV Reps
                          &
      Personal Bankers
                        7%
                        4.9%
 
  Incentive
Plan Measures
  For 2009,
the incentive plan will reflect a combination of Bank and/or division
performance goals.  Each role will have defined performance measures
that are weighted to reflect the focus and contribution for each role/level in
the Bank.
  Senior Managers’awards will be based on a combination of Bank and/or division
performance.  For 2009, Bank performance will reflect a combination of
net income, deposit growth, loan growth and/or expense control.  Each
member of senior management will have goals defined and weighted to reflect
their contribution to Bank success.  The objective is to align all our
senior managers with the success of the overall Bank.
  The
overall Bank performance goals for 2009 are defined below.  Actual
goals may be sub-defined by division.
  Bank
      Performance Measures
                                  2009
      Bank Performance GoalsThreshold
                                  Budget
                                  Stretch
      BudgetNet
      Income
                                  $
      6,726 million
                                  $
      8,408  million
                                  $10,090  millionDeposit
      Growth
                                  4.90%
                                  7.00%
                                  9.10%Loan
      Growth
                                  3.31%
                                  4.73%
                                  6.15%Expense
      Control / Other
                                  TBD
      by division
                                  TBD
      by division
                                  TBD
      by
division
 
 2
 
  All Other
Participants will have 50% of their incentive based on Bank net income
and 50% based on two additional division performance goals.
  Division
performance goals will consist of two performance measures that reflect the
goals for each of the Bank’s core divisions.  Division performance
goals will be set by the division head and approved by Senior Management and the
Compensation Committee.
  Similar to the Bank goals, performance
targets and ranges for each measure will be set at the beginning of the plan
year.  A minimum achievement of threshold level performance is
required for the plan to pay for each component.
  Individual
Performance
  Individual
performance will be a modifier to the incentive award.  All employees,
with the exception of Personal Bankers will be eligible for an adjustment to the
incentive payout (+/- 10%) to recognize other performance factors and
contributions to Bank success.  The individual performance modifier
will be based on the discretionary recommendation of the individual’s
manager.
  Incentive
Awards
  Each
participant will have a scorecard that defines the Bank and/or Division
performance goals and weights for their role.  At the end of the
performance period, actual performance will be determined and entered into the
scorecard to calculate an award payout.  Actual awards will be
interpolated to reflect incremental performance.
  Once the
incentive award is calculated for Bank and/or Division performance, an
individual multiplier will modify the award as appropriate.
  A sample
scorecard is shown in Exhibit
A.
 
 Terms
and Conditions
 
  Participation
  All
employees are eligible to participate in the Plan.  New employees are
eligible for a prorated award.
  Effective
Date
  This
Program is effective January 1, 2009 to reflect plan year January 1, 2009 to
December 31, 2009.  The Plan will be reviewed annually by the Bank’s
Board and Executive Management to ensure proper alignment with business
objectives.  The Board of Directors of United Bank retains the rights
as described below to amend, modify or discontinue the Plan at any time during
the specified period. The Incentive Plan will remain in effect until December
31, 2009.
  Program
Administration
  The Plan
is authorized by the Board of Directors.  The Board of Directors has
the sole authority to interpret the Plan and to make or nullify any rules and
procedures, as necessary, for proper administration.  Any
determination by the Board of Directors will be final and binding on all
participants.
  Program
Changes or Discontinuance
  United
Bank has developed the plan based on existing business, market and economic
conditions.  If substantial changes occur that affect these
conditions, United Bank may add to, amend, modify or discontinue any of the
terms or conditions of the plan at any time.
   3
  The Board
of Directors may, at its sole discretion, waive, change or amend the Plan as it
deems appropriate.
  Incentive
Award Payments
  Awards
will be paid as a cash bonus before the end of the first quarter following the
Plan year.   Awards will be paid out as a percentage of a
participant’s effective base salary as of December 31 for a given calendar year.
Incentive awards will be considered taxable income to participants in the year
paid and will be subject to withholding for required income and other applicable
taxes.
  Any
rights accruing to a participant or his/her beneficiary under the Plan shall be
solely those of an unsecured general creditor of United Bank. Nothing contained
in the Plan, and no action taken pursuant to the provisions hereof, will create
or be construed to create a trust of any kind, or a pledge, or a fiduciary
relationship between the Board of Directors of United Bank or the CEO and the
participant or any other person. Nothing herein will be construed to require The
Board of Directors of United Bank or the CEO to maintain any fund or to
segregate any amount for a participant’s benefit.
  Program
Funding
  The Plan
is funded and accrued based on Bank performance results for a given
year.  Achieving higher levels of performance will increase the Plan
payouts to participants.  Similarly, achieving less than target
performance will reduce the Plan payouts.  If the Bank does not
achieve its threshold bank performance goal, the Plan will not be
paid.
  New
Hires, Reduced Work Schedules, Promotions, and Transfers
  Participants
who are not employed by United Bank at the beginning of the Plan year will
receive a pro rata incentive award based on their length of employment during a
given year.
  Part time
employees are eligible to participate.  Their award percentage will
reflect their earned compensation based on actual hours worked.  A
participant whose work schedule changes during the year will be eligible for
prorated treatment that reflects his/her time in the different
schedules.
  If a
participant changes his/her role or is promoted during the Plan year, he/she
will be eligible for the new role’s target incentive award on a pro rata basis
(i.e. the award will be prorated based on the number of months employed in the
respective positions.)
  Termination
of Employment
  If the
Bank terminates a Plan participant, no incentive award will be
paid.  To encourage employees to remain in the employment of United
Bank, a participant must be an active employee of the Bank on the date the
incentive is paid to receive an award. (See exceptions for death, disability and
retirement below.)
  Disability,
Death or Retirement
  If a
participant is disabled by an accident or illness, and is disabled long enough
to be placed on long-term disability, his/her bonus award for the Plan period
shall be prorated so that no award will be earned during the period of long-term
disability.
  In the
event of death, United Bank will pay to the participant’s estate the pro rata
portion of the award that had been earned by the participant.
  Individuals
who retire during the plan year will receive a pro-rata portion of the award
based on the retirement date.
  Ethics
and Interpretation
  If there
is any ambiguity as to the meaning of any terms or provisions of this plan or
any questions as to the correct interpretation of any information contained
therein, the Bank’s interpretation expressed by Board of Directors will be final
and binding.
   4
  The
altering, inflating, and/or inappropriate manipulation of performance/financial
results or any other infraction of recognized ethical business standards, will
subject the employee to disciplinary action up to and including termination of
employment.  In addition, any incentive compensation as provided by
the plan to which the employee would otherwise be entitled will be
revoked.
  Participants
who have willfully engaged in any activity, injurious to the Bank, will upon
termination of employment, death, or retirement, forfeit any incentive award
earned during the award period in which the termination occurred.
  Miscellaneous
  The Plan
will not be deemed to give any participant the right to be retained in the
employ of United Bank, nor will the Plan interfere with the right of United Bank
to discharge any participant at any time.
  In the
absence of an authorized, written employment contract, the relationship between
employees and United Bank is one of at-will employment. The Plan does not alter
the relationship.
  This
incentive plan and the transactions and payments hereunder shall, in all
respect, be governed by, and construed and enforced in accordance with the laws
of the Commonwealth of Massachusetts.
  Each
provision in this Plan is severable, and if any provision is held to be invalid,
illegal, or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not, in any way, be affected or impaired
thereby.
  This
plan is proprietary and confidential to United Bank and its employees and should
not be shared outside the organization.






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