EX-10.11



 Exhibit 10.11 

2014 Annual Incentive Plan 
  

 
 Introduction and Objective 

United Bank’s Annual Incentive Plan (“AIP”) is designed to recognize and reward employees for their collective contribution to the Bank’s
success and to the enhancement of shareholder value. The Plan focuses on the financial measures that are critical to 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: 
  

	 	•	 	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 the Board of Directors and senior
leadership based on the Bank’s strategic plan. 

  

	 	•	 	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 

  

	 	•	 	Provide competitive total compensation opportunities. 

  

	 	•	 	Enable the Bank to attract, motivate, retain and reward talented staff. 

 Eligibility 

 

	 	•	 	All Bank employees will be eligible to participate in the Incentive Plan. 

  

	 	•	 	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 to receive an incentive award up to 50% of their target incentive opportunity. 

  

	 	•	 	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 following year-end after Bank financial results and performance is known. However it is anticipated that the 2014 AIP will terminate upon legal close of the merger with Rockville Bank. Awards will be paid on a pro-rata
basis based on the legal closing date of the merger. 

  
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 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 be based on performance relative to participants’ 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. 
 Incentive Plan Measures

 For 2014, the incentive plan will reflect a combination of Bank, and/or individual 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. 
 Bank Performance Measures 

Bank performance will drive a significant portion of participants’ incentive awards. This is to encourage teamwork and collaboration across all employees
and business units. Below is a summary of the bank performance measures for 2014: 
  

	 	•	 	Earnings Per Share (EPS) 

  

	 	•	 	Efficiency Ratio 

  

	 	•	 	Total Non-Interest Expense 

 Incentives for all employees will be tied to all three of these bank performance
measures. 
 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. For 2014 these goals will be set based on first quarter performance and based on each completed quarter thereafter, if necessary. 

Individual Performance Measures 
 For 2014, the CEO and
members of the senior management team will have an individual performance goal.approved by the Compensation Committee. 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 Modifier 

For participants without specific individual performance goals, 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 United Bank’s success. The individual performance modifier will be based on the
discretionary recommendation of the individual’s manager. 
 Performance Goal Weightings 

Weightings for bank, and individual goals will be determined by the division head and approved by the Compensation Committee. Each goal will have a minimum
weighting of 10%. 

  
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 Incentive Awards 

Each participant will have a scorecard that defines bankand/or individual 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, division and/or function, and/or individual performance, an individual multiplier will modify the award as
appropriate for participants eligible to receive the performance modifier. 

  
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 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,
2014 to reflect plan year January 1, 2014 to December 31, 2014, however, in 2014 the plan will terminate upon legal close of the merger with Rockville Bank. 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. 

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. 
 The Board of Directors also has the ability
to adjust/modify or cancel plan payouts to reflect results from regulatory and/or safety and soundness exams. 
 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 on a pro-rata basis based on the legal closing date of the merger with Rockville Bank within sixty days of the legal closing date. Awards
will be paid out as a percentage of a participant’s effective base salary as of the legal closing date. 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. 

New Hires, Reduced Work Schedules, Promotions, and Transfers 

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. 

  
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 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 the Board of Directors will be final and binding. 
 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. 

Clawback 
 In the event that United Bank is required to
prepare an accounting restatement due to error, omission or fraud (as determined by the members of the Board of Directors who are considered “independent” for purposes of the listing standards of the NASDAQ), each executive officer who is
considered a member of “Senior Management” shall reimburse the Bank for part or the entire incentive award made to such executive officer on the basis of having met or exceeded specific targets for performance periods. For purposes of this
policy, (i) the term “incentive awards” means awards under the Bank’s Annual Incentive Plan (AIP), the amount of which is determined in whole or in part upon specific performance targets relating to the financial results of the
Bank; and (ii) the term “Senior Management” means employees in SVP roles and above who are eligible to participate in the Company’s Annual Incentive Plan (AIP). The Bank may seek to reclaim incentives within a three year period
of the incentive payout. 
 The Compensation Committee retains the discretion to negatively adjust incentive plan funding and/or payments, in aggregate or
by individual, to reflect regulatory findings and/or other risk factors (e.g. asset quality). 
 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. 

  
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 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. 

  
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