Exhibit 10.7

COMMUNITY TRUST BANCORP, INC.

 

SENIOR MANAGEMENT INCENTIVE

COMPENSATION PLAN

 

EFFECTIVE JANUARY 1, 2012

 

 

ARTICLE I

 

OBJECTIVES

Section 1.01

This plan is designed to reward senior management for meeting or exceeding industry standards for profitability and adopted to achieve the following objectives:

(a)

Increase the profitability and growth of Community Trust Bancorp, Inc. in a manner which is consistent with other goals of the Company, its stockholders and its employees,

(b)

Provide executive compensation which is competitive with other financial institutions,

(c)

Attract and retain personnel of outstanding ability and encourage excellence in the performance of individual responsibilities,

(d)

Motivate and reward those members of management who contribute to the success of the Company,

(e)

Distinguish among the performance contributions of some individuals by providing financial recognition for individual performance, as well as group performance, and

(f)

Allow the flexibility which permits revision and strengthening from time to time to reflect changing organizational goals and objectives.

ARTICILE II

 

DEFINITIONS

 

Section 2.01

As used herein, the following words and phrases shall have the meanings below unless the context clearly indicates otherwise:

(a)

“ Annual Incentive Plan ” or “ Annual Plan ” shall mean the Senior Management Incentive Compensation Plan set forth in this document and all amendments thereto.

(b)

“ Award Period ” means one Fiscal Year.

(c)

“ Board ” means the Board of Directors of Community Trust Bancorp, Inc.

(d)

“ Company ” means Community Trust Bancorp, Inc., and its subsidiaries.

(e)

“ Compensation Committee ” means the Compensation Committee of the Board.

(f)

“ Disability ” means the total and permanent disability of a participant as defined by any Long-Term Disability Plans in effect for the Company and as thereafter may be amended.

(g)

“ Effective Date ” means the date upon which the Plan shall become effective.

(h)

“ Fiscal Year ” means the accounting period adopted by the Company for federal income tax purposes.

(i)

“ Participan t” means a person designated by the Company to participate in the Plan.

(j)

“ Plan ” shall mean the Company’s Senior Management Incentive Compensation Plan.

(k)

“ Salary ” or “ Salaries ” shall mean the base salary in effect for each participant as of the last pay period in December of the Award Period.

(l)

“ Stock Option ” shall mean Stock Options granted under the Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan as hereinafter may be amended including substitutions or replacements of the Plan.  Such options shall be Incentive Stock Options to the extent possible under tax laws in effect at the time the option is awarded.

(m)	“Restricted Stock” shall mean Restricted Stock granted under the Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan as hereinafter may be amended including substitutions or replacements of the Plan

 

ARTICLE III

 

ADMINISTRATION OF THE PLAN

Section 3.01

The Compensation Committee shall administer the Plan and employ such other agents as may reasonably be required to administer the Plan.

 

Section 3.02

The Compensation Committee shall adopt such rules and regulations of general application as are beneficial for the administration of the Plan and shall make all discretionary decisions involving a participant of the Plan. Said committee shall also have the right to interpret the Plan, to determine the Effective Date, and to approve all employees who are to participate in the Plan.

Section 3.03

A majority of the Compensation Committee shall constitute a quorum.  The acts of a majority of the members present at any meeting at which there is a quorum shall be valid acts.  Acts reduced to and approved in writing by a majority of said committee shall also be valid acts.

Section 3.04

All incentive compensation payable under the Plan shall be paid from the general assets of the Company.  To the extent that any person acquires a right to receive payments under the Plan, such right shall be no greater than the right of any unsecured creditor of the Company.

Section 3.05

The Compensation Committee may authorize the Chairman, President and CEO of the Company to send a written notice of such Plan to each selected Participant.  No person shall have the right to be included in the Plan until receiving said notice in the form of Attachment "A" hereto .

Section 3.06

All costs and expenses involved in the administration of this Plan shall be paid by the Company.

Section 3.07

Any determination or action of the Compensation Committee or the Board shall be final, conclusive and binding on all participants and their beneficiaries, heirs, personal representatives, executors and administrators.

Section 3.08

The Board of Directors, in its sole discretion, may amend, modify or terminate the Plan at any time.  The Compensation Committee shall also annually review the pre-determined performance standards and may amend such schedules in its sole discretion. Notwithstanding the foregoing, after the 90 th day of the year, the performance standards may not be amended in a manner which would increase the amount of incentive compensation payable over the amount which would have been payable under the performance standards previously established for such year.

 

ARTICLE IV

 

PARTICIPANT ELIGIBILITY

Section 4.01

The following groups shall participate in the Plan:

(a)	Group I shall consist of the Executive Committee of the Corporation.

(b)	Group II shall consist of the (1) CTB officers responsible for the divisions of Commercial Lending, Consumer Lending, Residential Real Estate Lending, Finance, Sales and Marketing, Human Resources, Compliance, Facilities Management and (2) the Presidents of each market

(c)	Group III shall consist of Senior Vice Presidents of consolidated functions who are selected for participation by the Compensation Committee.

(d)	Individuals below SVP level may be recommended and approved by the Compensation Committee for special awards of options for extraordinary performance.

 

Section 4.02

Voluntary or involuntary termination of full-time employment of a Participant prior to the payment of incentive awards for an Award Period will result in such Participant forfeiting any incentive compensation for the Award Period (except as provided in Section 4.03 herein).

Section 4.03

If a Participant dies, retires, becomes disabled, or is granted a leave of absence during an Award Period, the Compensation Committee may, at its discretion or under such rules as it may have prescribed, award partial incentive compensation based on the level of achievement in relation to goals established for the Award Period.

Section 4.04

Directors who are also employees of the Company shall be eligible to participate in the Plan.  However, a director who is compensated on the basis of a fee or retainer, as distinguished from a salary, shall not be eligible.

Section 4.05

New employees of the Company and persons promoted during the Award Period who were not eligible to participate in the Plan at the beginning of the Award Period, but have become a member of Group I, II, or III shall participate in the Plan so long as such eligibility came into existence no later than six (6) months after the beginning of said Award Period.  If a person becomes eligible at a date later than six (6) months into an Award Period, such person shall not be a Participant under this Plan until the first day of the next Award Period.

 

 

ARTICLE V

 

PAYMENT TO PARTICIPANTS

Section 5.01

Incentive compensation to be awarded under the Plan shall be paid to Participants within thirty days after the close of the Award Period.  Awards are not earned until paid to Participants.

Section 5.02

A Participant may elect to defer payment of all or part of his or her incentive compensation so long as the Participant requests such deferred payment under the terms of the Company’s Voluntary Deferred Compensation Plan.

ARTICLE VI

 

DETERMINATION OF ANNUAL AWARD

Section 6.01

The actual amount of the Senior Management Incentive Compensation Plan award  shall be calculated according to a schedule comparing Earnings Per Share and ROAA for the Award Period to a pre-determined performance standard.  When performance meets the established performance standards, the award fund will be adjusted according to the performance table.

Section 6.02

In the event that the ROAA or EPS targeted performance are not attained but the Target Net Income is attained, the amount of the award under the Senior Management Incentive Plan shall be paid at the base level of Target Performance payment.

 

Section 6.03

There shall be a minimum acceptable performance beneath which no incentive awards are paid (sometimes referred to as the “threshold”) and a maximum above which there is no additional award paid to avoid excessive payout in the event of windfall profits .  Said minimum and maximum shall be reviewed annually and amended when necessary at any time in the sole discretion of the Compensation Committee; provided, however, that the minimum may not be reduced and the maximum may not be increased after the 90 th day of the year.

Section 6.04

A Participant who is rated a "4" or "5" on the most recent Performance Appraisal and Development Plan shall not be eligible to receive an award under the Plan.

 

 

ARTICLE VII

 

CALCULATION OF AWARD

Section 7.01

The Corporation’s (Group I) will earn an award determined by Earnings Per Share and ROAA as shown below:

·	For 2012, the Targeted (Base) ROAA is established as follows: ROAA of 1.11% and Earnings Per Share of $2.63 per the Company’s Budget.

·	For 2012, Net Income Target of $40,694,000

 

·	These results are after accrual of the incentive.

 

Section 7.02

The Corporation’s (Group II) will earn an award determined by Earnings Per Share growth and ROAA as shown below:

·	For 2012, the Targeted (Base) ROAA is established as follows: ROAA of 1.11% and Earnings Per Share of $2.63 per the Company’s Budget.

·	For 2012, Net Income Target  of $40,694,000

 

·	These results are after accrual of the incentive.

 

Section 7.03

Senior Vice Presidents of consolidated functions designated by the Compensation Committee will earn an award determined by earnings per share growth and ROAA as shown below:

·	For 2012, the Targeted (Base) ROAA is established as follows: ROAA of 1.11% and Earnings Per Share of $2.63 per the Company’s Budget

·	For 2012, Net Income Target of $40,694,000

·	These results are after accrual of the incentive.

 

 

Section 7.04

Participants in Groups I, II, and III shall be eligible to receive Stock Options awards on the same day that cash awards are paid under the terms of this Plan.  Such Stock Options shall have a face value equal to the percentage of salary shown on Table IV below, adjusted in the same manner and in the same proportion as cash awards are adjusted under the terms of Sections 7.01, 7.02, and 7.03, and rounded down as necessary to grant an option for whole shares. The Committee at its sole discretion may choose to issue Restricted Stock or a combination of Options and Restricted Stock of an amount deemed equivalent to the options earned under the terms of the 2006 Stock Ownership Incentive Plan.

·	For 2012, the Targeted (Base) ROAA is established as follows: ROAA of 1.11% and Earnings Per Share of $2.63 per the Company’s Budget

·	For 2012, Net Income Target of $40,694,000

.

ARTICLE VIII

 

MISCELLANEOUS PROVISIONS

 

Section 8.01

The Compensation Committee may elect to remove unusual, extraordinary or non-recurring items from the calculation of the Earnings Per Share.

Section 8.02

The Company shall not merge into or consolidate with another entity or sell all or substantially all of its assets to another entity unless such other entity shall become obligated to perform the terms and conditions hereof relating to any awards already earned but not yet paid to the participant on his/her behalf.

 

ATTACHMENT A

 

 

NOTICE OF PARTICIPATION

_______________________________ is eligible for participation in the 2012 Plan Year for Community Trust Bancorp, Inc. Senior Management Incentive Compensation Plan, such participant being subject to all of the terms and conditions of said Plan.

Compensation Committee of the Board of Directors

BY: ___________________________________

Dated: ____________________

If the primary beneficiary predeceases me, I designate the following persons as a contingent beneficiary, in the order shown, to receive an award payable to me under the Plan:

 

 

 

This supersedes any previous beneficiary designation made by me with respect to this Plan.  However, any compensation covered by the Community Trust Bancorp, Inc. Voluntary Deferred Compensation Plan shall be governed by the Beneficiary Designation applicable to that Plan.

_____________                                     ___________________________________

Date                                                           Signature of Participant

Exhibit 10.9

 

C0MMUNITY TRUST BANCORP, INC.

EMPLOYEE INCENTIVE COMPENSATION PLAN

EFFECTIVE JANUARY 1, 2012

ARTICLE I

 

OBJECTIVES

Section 1.01   This plan is designed   to reward employees for meeting or exceeding industry standards for profitability and adopted to achieve the following objectives:

 

(a)   Increase the profitability and growth of Community Trust Bancorp, Inc. in a manner which is consistent with other goals of the Company, its shareholders, and its employees,

 

(b)  Motivate and reward employees who contribute to the success of the Company,

   

(d)  Attract and retain personnel of outstanding ability and encourage excellence in the performance of individual responsibilities,

 

(e)  Allow the flexibility which permits revision and strengthening from time to time to reflect changing organizational goals and objectives.

 

 

ARTICLE II

 

DEFINITIONS

 

Section 2.01   As used herein, the following words and phrases shall have the meanings below unless the context clearly indicates otherwise:

 

(c)  "Company" means Community Trust Bancorp, Inc.

 

(d)  "Compensation Committee" means the Compensation Committee of the Board of Directors.

 

 

ARTICLE III

 

ADMINISTRATION OF THE PLAN

Section 3.01   The Compensation Committee shall administer the Plan and employ such other agents as may reasonably be required to administer the Plan.

 

Section 3.02   The Compensation Committee shall adopt such rules and regulations of general application as are beneficial for the administration of the Plan and shall make all discretionary decisions involving a Participant of the Plan.  Said committee shall also have the right to interpret the Plan, to determine the Effective Date, and to approve all employees who are to participate in the Plan.

 

Section 3.03   A majority of the Compensation Committee shall constitute a quorum.  The acts of a majority of the members present at any meeting at which there is a quorum shall be valid acts.  Acts reduced to and approved in writing by a majority of said committee shall also be valid acts.

 

Section 3.04   All incentive compensation payable under the Plan shall be paid from the general assets of the Company.  To the extent that any person acquires a right to receive payments under the Plan, such right shall be no greater than the right of any unsecured creditor of the Company.

 

Section 3.05   The Compensation Committee shall have the President and CEO of the Company send a written notice of such Plan to each selected Participant.  No person shall have the right to be included in the Plan until receiving said notice in the form of Attachment "A" hereto.

 

Section 3.06   All costs and expenses involved in the administration of this Plan shall be paid by the Company.

 

Section 3.07   Any determination or action of the Compensation Committee or the Board shall be final, conclusive and binding on all participants and their beneficiaries, heirs, personal representatives, executors and administrators.

 

Section 3.08   The Board of Directors, in its sole discretion, may amend, modify or terminate the Plan at any time.  The Compensation Committee shall also annually review the pre-determined performance standards and may amend such schedules in its sole discretion.  Notwithstanding the foregoing, after the 90 th day of the year, the performance standards may not be amended in a manner which would increase the amount of incentive compensation payable over the amount which would have been payable under the performance standards previously established for such year.

 

ARTICLE IV

 

PARTICIPANT ELIGIBILITY

Section 4.01   The following group shall participate in the Plan:

 

Section 4.02   Voluntary or involuntary termination of full-time employment of a Participant prior to the payment of incentive compensation awards for an Award Period will result in such Participant forfeiting any incentive compensation for that Award Period (except as provided in Section 4.03 herein).

 

Section 4.03   If a Participant dies, retires, becomes disabled, or is granted a leave of absence during an Award Period, the Compensation Committee may, at its discretion or under such rules as it may have prescribed, award partial incentive compensation based on the level of achievement in relation to goals established for the Award Period.

 

Section 4.04   New employees of the Company shall participate in the Plan so long as eligibility to participate in the Plan came into existence no later than six (6) months after the beginning of said Award Period.  If a person becomes eligible at a date later than six (6) months into an Award Period, such person shall not be a Participant under this Plan until the first day of the next Award Period.

 

ARTICLE V

 

PAYMENT TO PARTICIPANTS

 

Section 5.01    The award payable under the Plan will be paid to participants within thirty days after the close of the Award Period.  Awards are not earned until paid to Participants.

 

ARTICLE VI

 

DETERMINATION OF ANNUAL AWARD FUND

Section 6.01   The target award fund as a percentage of employee salaries for an Award Period shall be determined annually by the Compensation Committee of the Board of Directors.   The target award may be changed by the Compensation Committee of the Board of Directors at anytime at their discretion; provided, however, that the target award may not be increased after the 90 th day of the year.

 

Section 6.02   The actual amount of the Incentive Compensation Plan award  shall be calculated according to a schedule comparing actual Return on Average Assets and Earnings Per Share for the Award Period to a pre-determined performance standard.  When performance is above the performance standard, the actual award fund is adjusted upward from the target award fund.

 

Section 6.03      In the event that the ROAA or EPS are not attained but the Target Net Income is attained, the amount of the award under the Employee Incentive Plan shall be paid at the base level of Target Performance payment.

 

Section 6.04   There shall be a minimum acceptable performance beneath which no incentive awards are paid (sometimes referred to as the “threshold”) and a maximum above which there is no additional award paid to avoid excessive payout in the event of windfall profits.   Said minimum and maximum shall be reviewed annually and amended when necessary at any time in the sole discretion of the Compensation Committ ee; provided, however, that the minimum may not be reduced and the maximum may not be increased after the 90 th day of the year.

 

Section 6.05   A Participant who is rated a “4” or “5” on the most recent Performance Appraisal and Development Plan shall not be eligible to receive an award under the Plan.

ARTICLE VII

 

CALCULATION OF AWARD

Section 7.01   Employees will earn an award determined by Earnings Per Share growth and ROAA as shown below:

TABLE I

2012 INCENTIVE COMPENSATION AWARD

 

 

·	For 2012, the Targe ted (Base) ROAA is established as follows: ROAA of 1.11% and Earning Per Share of $2.63 per the Company’s Budget .

·	For 2012, Net Income Target of $40,694,000.

·	These results are after accrual of the incentive .

 

 

ARTICLE VIII

 

MISCELLANEOUS PROVISIONS

 

 

Section 8.01   The Compensation Committee may elect to remove unusual, extraordinary or non-recurring items from the calculation of Return on Average Assets and Earnings Per Share.

 

Section 8.02   The Company shall not merge into or consolidate with another entity or sell all or substantially all of its assets to another entity unless such other entity shall become obligated to perform the terms and conditions hereof relating to any awards already earned but not yet paid to the participant on his behalf.

 

ATTACHMENT A

 

NOTICE OF PARTICIPATION

_______________________________ is eligible for participation in the 2012 Plan Year for Community Trust Bancorp, Inc. Incentive Compensation Plan, such participant being subject to all of the terms and conditions of said Plan.

BY:___________________________________

Dated:____________________

Exhibit 10.10

 

 

AMENDMENT TO THE COMMUNITY TRUST BANCORP, INC.

 

2006 STOCK OWNERSHIP INCENTIVE PLAN

 

DATED JANUARY 24, 2012

 

 

The Board of Directors of Community Trust Bancorp, Inc. approved the following amendment to the 2006 Stock Ownership Incentive Plan:

 

Section 8.6 of the 2006 Stock Ownership Incentive Plan is hereby amended to read in its entirety as follows:

 

“8.6    Termination of Employment.   In the case of termination of employment by reason of death or Disability of a Participant prior to the expiration of the Performance Period, any then outstanding Performance Units of such Participant shall be payable in an amount equal to the amount payable under the Performance Unit at the target amount payable under the Performance Unit multiplied by a percentage equal to the percentage that would have been earned under the terms of the Performance Unit Agreement assuming that the rate at which the Performance Goals have been achieved as of the date of such termination of employment would have continued until the end of the Performance Period; provided, however, that if no target amount is specified in the Performance Unit Agreement, the amount payable shall be such amount as the Committee shall determine is reasonable.

 

In the case of termination of employment by reason of Retirement of a Participant prior to the expiration of the Performance Period, Participant’s Performance Units shall be payable on a pro rata basis at the end of the Performance Period, in an amount equal to: (a) the amount to which the Participant would have been entitled with respect to the Participant’s Performance Units if the Participant’s employment had continued to the end of the Performance Period; multiplied by (i) a fraction, the numerator of which is the number of full months the Participant is employed by the Company during the Performance Period, and the denominator of which is the number of months in the Performance Period.”

Exhibit 10.11

 

 

 

 

 

 

 

 

COMMUNITY TRUST BANCORP, INC.

 

2012 EXECUTIVE COMMITTEE

 

LONG-TERM INCENTIVE COMPENSATION PLAN

 

 

ARTICLE I

 

OBJECTIVES

 

Section 1.01

 

The 2012 Executive Committee Long-Term Incentive Compensation Plan is designed to reward members of the Executive Committee for Community Trust Bancorp, Inc.’s attainment of profitability on a long-term basis, and is adopted to achieve the following objectives:

 

(a)

Increase the profitability and growth of Community Trust Bancorp, Inc. in a manner which is consistent with other goals of Community Trust Bancorp, Inc., its stockholders and its employees;

(b)

Provide executive compensation which is competitive with other financial institutions;

(c)

Attract and retain personnel of outstanding ability and encourage excellence in the performance of individual responsibilities; and

(d)

Motivate and reward members of the Executive Committee for their contribution to the long-term success of Community Trust Bancorp, Inc.

 

 

ARTICLE II

 

DEFINITIONS

Section 2.01

As used herein, the following words and phrases shall have the meanings below unless the context clearly indicates otherwise:

 

(a)	“ Annual Long-Term Incentive Plan” or “Plan” means the 2012 Executive Committee Long-Term Incentive Compensation Plan set forth in this document and all amendments thereto.

 

 

(b)	“ Board” means the Board of Directors of Community Trust Bancorp, Inc.

 

 

(c)	“Change in Control” shall have the meaning specified in the Company’s 2006 Stock Ownership Incentive Plan.

 

 

(d)	“ Cumulative Net Income” shall mean Community Trust Bancorp, Inc’s cumulative net income for the three (3) years ending December 31, 2014, computed in accordance with generally accepted accounting principles and giving effect to the accrual for payment of all incentive compensation.

 

 

(e)	“ Company” means Community Trust Bancorp, Inc., and its subsidiaries.

 

 

(f)	“ Compensation Committee” means the Compensation Committee of the Board.

 

 

(g)	“Disability” shall have the meaning specified in the Company’s 2006 Stock Ownership Incentive Plan.

 

 

(h)	“Effective Date” means January 1, 2012, the date on which the Plan becomes effective.

 

 

(i)	“Fiscal Year” means the accounting period adopted by the Company for federal income tax purposes.

 

 

(j)	“Participant” means each member of the Executive Committee as of January 1, 2012.

 

 

(k)	“Performance Goal” shall have the meaning set forth in Section 7.01 below.

 

 

(l)	“ Performance Period” means the three (3) Fiscal Years beginning on January 1, 2012.

 

 

(m)	“Performance Unit” shall have the meaning specified in the Company’s 2006 Stock Ownership Incentive Plan, with each Performance Unit to have a potential value of $1.00.

 

 

(n)	“Retirement” shall have the meaning specified in the Company’s 2006 Stock Ownership Incentive Plan.

 

 

(o)	“Salary” or “Salaries” means the base salary in effect for each Participant as of the last pay period in December 2012.

 

 

ARTICLE III

 

ADMINISTRATION OF THE PLAN

 

 

Section 3.01

 

The Compensation Committee shall administer the Plan and employ such agents as may reasonably be required to administer the Plan.

 

Section 3.02

 

The Compensation Committee shall adopt such rules and regulations of general application as are beneficial for the administration of the Plan and shall make all discretionary decisions involving a Participant in the Plan.  The Compensation Committee shall also have the right to interpret the Plan, consistently with the applicable provisions of the 2006 Stock Ownership Incentive Plan, to determine the Effective Date, and to approve Participants in the Plan.

 

Section 3.03

 

A majority of the Compensation Committee shall constitute a quorum.  The acts of a majority of the members present at any meeting at which there is a quorum shall be valid acts.  Acts reduced to and approved in writing by a majority of the Compensation Committee shall also be valid acts.

 

Section 3.04

 

All incentive compensation payable under the Plan shall be paid from the general assets of the Company.  To the extent that any person acquires a right to receive payments under the Plan, such right shall be no greater than the right of any unsecured creditor of the Company.

 

Section 3.05

 

The Compensation Committee may authorize the Chairman of the Board, President and Chief Executive Officer of the Company to send a written notice of such Plan to each Participant, substantially in the form of Attachment A hereto, and to execute and deliver, on behalf of the Company, a Performance Unit Agreement granting Performance Units to the Participant consistent with the Plan.  No person shall have rights under the Plan until receiving and executing a Performance Unit Agreement, also executed by the Company, substantially in the form of Attachment B hereto.

 

Section 3.06

 

All costs and expenses involved in the administration of the Plan shall be paid by the Company.

 

Section 3.07

 

Any determination or action of the Compensation Committee or the Board shall be final, conclusive and binding on all Participants and their beneficiaries, heirs, personal representatives, executors and administrators.

 

Section 3.08

 

The Board of Directors, in its sole discretion, may amend, modify or terminate the Plan at any time.  Notwithstanding the foregoing, after the ninetieth (90 th ) day of the year, the Performance Goals specified in Section 7.01 of this Plan may not be amended in a manner which would increase the amount of compensation payable pursuant to Performance Units over the amount which would have been payable under the Performance Goals previously established for such year.

 

 

ARTICLE IV

 

PARTICIPANT ELIGIBILITY

 

Section 4.01

 

The Participants in the Plan will be the members of the Executive Committee of the Company as of January 1, 2012.

 

Section 4.02

 

Voluntary or involuntary termination of full-time employment of a Participant prior to the expiration of the Performance Period will result in such Participant forfeiting any payment for Performance Units for the Performance Period, except as provided in Sections 4.03 and 4.04 below.

 

Section 4.03

 

In the case of termination of employment by reason of death or Disability of a Participant prior to the expiration of the Performance Period, any then outstanding Performance Units of such Participant shall be payable in an amount equal to the amount payable under the Performance Unit at the Target Cumulative Net Income level (as set forth in Section 7.01 below) multiplied by a percentage equal to the percentage that would have been earned under the terms of the Performance Unit Agreement assuming that the rate at which the Performance Goal set forth in Section 7.01 below has been achieved, as of the date of such termination of employment, would have continued until the end of the Performance Period.

 

In the case of termination of employment by reason of Retirement of a Participant prior to the expiration of the Performance Period, Participant’s Performance Units shall be payable on a pro rata basis at the end of the Performance Period, as provided in Section 5.01 below, in an amount equal to: (a) the amount to which the Participant would have been entitled with respect to the Participant’s Performance Units if the Participant’s employment had continued to the end of the Performance Period; multiplied by (b) a fraction, the numerator of which is the number of full months the Participant is employed by the Company during the Performance Period, and the denominator of which is 36 (the number of months in the Performance Period).

 

Section 4.04

 

Upon a Change in Control, any then outstanding Performance Units shall become fully vested and payable as soon as reasonably practicable, but no later than seventy-four (74) days following the Change in Control, in an amount which is equal to the greater of (a) the amount payable under the Performance Unit at the Target Cumulative Net Income level (as set forth in Section 7.01 below) multiplied by a percentage equal to the percentage that would have been earned under the terms of the Performance Unit Agreement assuming that the rate at which the Performance Goal has been achieved as of the date of such Change in Control would have been continued until the end of the Performance Period; or (b) the amount payable under the Performance Unit at the Target Cumulative Net Income level (as set forth in Section 7.01 below) multiplied by the percentage of the Performance Period completed by the Participant at the time of the Change in Control.

 

Section 4.05

 

New employees of the Company and persons promoted during the Performance Period who were not eligible to participate in the Plan at the beginning of the Performance Period, but have become members of the Executive Committee, shall participate in the Plan so long as such eligibility came into existence no later than six (6) months after the beginning of the Performance Period.  If a person becomes eligible at a date later than six (6) months into the Performance Period, such person shall not be a Participant under the Plan.

 

 

ARTICLE V

 

PAYMENTS TO PARTICIPANTS

 

Section 5.01

 

The maximum payment that can be made pursuant to Performance Units granted to any one Participant in any calendar year is $250,000.  Subject to this limitation and such terms and conditions as the Compensation Committee may impose, Performance Units shall be payable: (a) within seventy-four (74) days following the end of the Performance Period during which the Participant attained at least the minimum acceptable level of achievement under the Performance Goal; or (b) in the event of a Change in Control, as soon as reasonably practicable following the Change in Control, but no later than seventy-four (74) days following the Change in Control.

 

Section 5.02

 

A Participant may elect to defer payment of all or part of his or her compensation under the Performance Units so long as the Participant requests such deferred payment under the terms of the Company’s Voluntary Deferred Compensation Plan; provided, however that such election to defer payment is subject to, and shall be made in accordance with, U. S. Treas. Reg. 1.409A-2(b)(1).

 

 

ARTICLE VI

 

DETERMINATION OF TARGET AWARD FUND FOR PERFORMANCE UNITS

 

Section 6.01

 

The target award fund shall be generated by a percentage of the Salary of the Chief Executive Officer and the other members of the Executive Committee, respectively.  The target award fund shall be computed as shown in Table I below; however, the target award may be changed by the Compensation Committee of the Board of Directors at any time during the Performance Period at their discretion; provided, however, that the target award as a percentage of Salary may not be increased after the ninetieth (90 th ) day of the 2012 calendar year.

 

 

* The aggregate Salaries may be increased to reflect the Salaries of any new members of the Executive Committee to the extent permitted under Section 4.05 above.

 

Section 6.02

 

The actual amount of payments under the Performance Units shall be calculated according to a schedule comparing Cumulative Net Income to the Performance Goals described in Section 7.01 below.  When performance meets established Performance Goals, the award fund will be adjusted according to the table shown in Section 7.01 below.

 

Section 6.03

 

Subject to Sections 4.03 and 4.04 above, there shall be a minimum acceptable performance beneath which no amounts may be paid under the Performance Units (sometimes referred to as the “threshold”) and a maximum performance above which there is no additional amount paid to avoid excessive payout in the event of windfall profits.   Such minimum and maximum may be amended when necessary at any time in the sole discretion of the Compensation Committee; provided, however, that the minimum may not be reduced and the maximum may not be increased after the ninetieth (90 th ) day of the 2012 calendar year.

 

 

ARTICLE VII

 

CALCULATION OF PERFORMANCE UNIT PAYMENTS

 

Section 7.01

 

The amount payable to the Participants under the Performance Units is determined based on Cumulative Net Income, as shown in Table II below:

 

 

 

 

ARTICLE VIII

 

MISCELLANEOUS PROVISIONS

 

Section 8.01

 

The Compensation Committee may elect to remove unusual, extraordinary or non-recurring items from the calculation of Cumulative Net Income.

 

Section 8.02

 

Payments pursuant to the Performance Units shall be subject to recoupment by the Company to the extent required by applicable laws and regulations.

 

Section 8.03

The Company shall not merge into or consolidate with another entity or sell substantially all of its assets to another entity unless such other entity shall become obligated to perform the terms and conditions hereof relating to any amounts earned under Performance Units but not yet paid to the Participant.

 

 

PERFORMANCE GOALS

 

 

CUMULATIVE NET INCOME	Award under Performance Units as a % of Target Award	Award under Performance Units as a % of Chief Executive Officer Salary	Award as a % of Salary of All Other Members of the Executive Committee
90% of Target Cumulative Net Income ( Minimum )	25%	5%	3.75%
93.8% of Target Cumulative Net Income	50%	10%	7.50%
96.2% of Target Cumulative Net Income	75%	15%	11.25%
Target Cumulative Net Income (Per Schedule 1)	100%	20%	15%
103.8% of Target Cumulative Net Income	120%	24%	18%
107.7% of Target Cumulative Net Income	135%	27%	20.25%
111.5% of Target Cumulative Net Income ( Maximum )	150%	30%	22.5%