Exhibit 10.1







10.1 – Exhibits A-B to 2004 Executive Annual Incentive Plan




Juniata Valley Financial Corp




Executive Annual Incentive Plan – Committee Approved 01/30/09




Exhibit A – Participation




Plan Year 2009




(Participating employees and their participant categories should be listed at the beginning of
each year and adjusted for changes in participation throughout the year.)




Category
1 – Francis Evanitsky – President and Chief Executive Officer




Category
2 – Marcie Barber – COO, SVP-Community Banking Division Manager





JoAnn McMinn – CFO, SVP-Chief Financial Officer



Category
3 – Pamela Eberman – SVP-Human Resource Manager





Steven Kramm – SVP-Operations/Technology Division Manager




Donald Shawley – SVP-Trust and Investment Management Division Manager




Wesley Weymers – SVP-Loan Division Manager


 












 





Juniata Valley Financial Corp




Executive Annual Incentive Plan




Exhibit B – Bank Performance Factors and Award
Schedule 




Plan Year 2009




Category 1 – CEO Position




Goals

Performance Measures

(Basic) Earnings Per Share (75%)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Threshold	 	 	 	 	Target	 	 	Optimum	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	$	1.27	 	 	 
	 	$	1.34	 	 	$	1.47	 






Return on Average Equity (25%)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Threshold	 	 	 	 	Target	 	 	Optimum	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	10.93	%	 	 
	 	 	11.51	%	 	 	12.66	%






Awards

(% of Base Pay)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Threshold	 	 	 	 	Target	 	 	Optimum	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	12	%	 	 
	 	 	20	%	 	 	30	%






Category 1 – CEO

(Actual 2008 total base pay — $197,342)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Threshold	 	 	 	 	Target	 	 	Optimum	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	$	23,681	 	 	 
	 	$	39,468	 	 	$	59,203	 






Parameters





	 	1.	 	Corporation measures will be 75% EPS and 25% ROAE .

	 
	 	2.	 	After the award is calculated according to the above schedule, the Board has the authority
to adjust the award plus or minus 10% based on the participant’s individual performance for the
year.

	 
	 	3.	 	Both Financial Measures must meet threshold to initiate an award in the plan.

	 
	 	4.	 	Will interpolate awards between threshold, target, and optimum.

	 
	 	5.	 	Will pay for performance above optimum at a scale of one-half the increase between
target and optimum.

	 
	 	6.	 	Pay is defined as total base pay for the applicable plan year.




 












 











Juniata Valley Financial Corp




Executive Annual Incentive Plan




Exhibit B – Bank Performance Factors and Award
Schedule




Plan Year 2009




Category 2




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Bank Goal – EPS and ROAE (same as	 
	 	 	Category 1)	 
	 	 	Threshold	 	 	Target	 	 	Optimum	 
	Award as a % of pay
	 	 	4.0	%	 	 	10.0	%	 	 	15.0	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Individual Award	 
	 	 	Not	 	 	Meets	 	 	 	 	 	 	Exceeds	 	 	Exceeds	 
	 	 	Meet	 	 	Minimal	 	 	Meets	 	 	Some	 	 	Most	 
	Award as a % of pay
	 	 	0	%	 	 	2-2.5	%	 	 	4-6	%	 	 	6-7	%	 	 	8-10	%






Notes:




	 	1.	 	Bank must achieve minimums for both EPS and ROAE to generate any payment.

	 
	 	2.	 	Bank performance between EPS and ROAE points is interpolated for awards.

	 
	 	3.	 	Moderate flexibility in total award.

	 
	 	4.	 	Employee must be at least at “meets minimal” level to earn individual award portion and annual
performance evaluation must be at least satisfactory for payment of an award under plan.

	 
	 	5.	 	Individual award rating determined by assessing performance of established objectives.

	 
	 	6.	 	Pay is defined as total base pay for applicable plan year.





 












 










Juniata Valley Financial Corp




Executive Annual Incentive Plan




Exhibit B – Bank Performance Factors and Award Schedule




Plan Year 2009




Category 3




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Bank Goal – EPS and ROAE (same as	 
	 	 	Category 1)	 
	 	 	Threshold	 	 	Target	 	 	Optimum	 
	Award as a % of pay
	 	 	3.0	%	 	 	7.5	%	 	 	12.5	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Individual Award	 
	 	 	Not	 	 	Meets	 	 	 	 	 	 	Exceeds	 	 	Exceeds	 
	 	 	Meet	 	 	Minimal	 	 	Meets	 	 	Some	 	 	Most	 
	Award as a % of pay
	 	 	0	%	 	 	2-2.5	%	 	 	4-6	%	 	 	6-7	%	 	 	8-10	%






Notes:






	 	1.	 	Bank must achieve minimums for both EPS and ROAE to generate any payment.

	 
	 	2.	 	Bank performance between EPS points is interpolated for awards.

	 
	 	3.	 	Moderate flexibility in total award.

	 
	 	4.	 	Employee must be at least at “meets minimal” level to earn individual award portion and annual
performance evaluation must be at least satisfactory for payment of an award under plan.

	 
	 	5.	 	Individual award rating determined by assessing performance of established objectives.
6. Pay is defined as total base pay for applicable plan year.