exhibit101.htm


    


    Exhibit
10.1

    


    DESCRIPTION
OF DIRECTORS AND

    NAMED
EXECUTIVE OFFICERS COMPENSATION

    


    In accordance with the “Frequently
Asked Questions” bulletin posted by the staff of the Division of Corporation
Finance of the Securities and Exchange Commission on November 23, 2004 on the
Securities and Exchange Commission’s website, we are disclosing the following
information that the Securities and Exchange Commission may deem to be material
definitive agreements with our directors and executive officers.

    


    In 2009,
non-employee directors of Bancorp will receive a fee of $1,550 per
meeting.  Each director of Bancorp is also a director of the
Bank.  Meetings of the directors of Bancorp are held immediately
before or after meetings of the directors of the Bank. In 2009, non-employee
directors of the Bank will receive $750 per attended meeting, with the
Vice-Chairman receiving $5,500 per attended meeting. In addition, each
non-employee committee member will receive the following: $300 per Compliance
Committee meeting; $880 per Compensation Committee meeting; $800 per Corporate
Governance Committee meeting; and $880 per Audit and Examining Committee
meeting.  The Chairman of the committees will receive a fee of up to
$270 per committee meeting.  The Board members receive no additional
compensation for acting as the Nominating Committee.

     

    We have not entered into employment
agreements with any of the executive officers, who are employed on an at-will
basis.  In 2009, the Bank’s executive officers will earn the annual
base salaries set forth opposite their names below and will be entitled to a
bonus, if any, as determined by the Compensation Committee:

    


    
      
        
          
            
              
                
                  	
                          Name

                        	
                          Title

                        	
                          2009 Salary

                        
	
                          Alan
      J. Hyatt

                        	
                          President
      and Chief Executive Officer

                        	
                          $338,000

                        
	
                          S.
      Scott Kirkley

                        	
                          Executive
      Vice President

                        	
                            $200,000*

                        
	
                          Thomas
      G. Bevivino

                        	
                          Executive
      Vice President, Chief Financial Officer, Secretary and
      Treasurer

                        	
                          $188,000

                        


                

              

            

          

        

      

    

    


    The executive officers are entitled to
participate in the Bank’s 401(k) Plan and in an Employee Stock Ownership
Plan.  The Bank makes a matching contribution of 50% of each executive
officer’s 401(k) Plan contribution up to 6% of such executive officer’s salary,
and an additional non-matching contribution at the discretion of the Board of
Directors.  In addition, the Bank pays the health insurance premiums
for Mr. Kirkley and Mr. Bevivino.  Executive officers are eligible for
equity-based awards under our 2008 Equity Incentive Plan.

    


    


    


    


    


    


    


    


    *Mr.
Kirkley has taken a six-month leave of absence effective February 9, 2009, for
personal reasons.  During his leave of absence, he will receive salary
at an annual rate of $100,000.

     

     

     

     


    
      
         


      

      
        Exhibit 10.1 -- Page 1
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