UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 5, 2011
OCEANFIRST FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware | 001-11713 | 22-3412577 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission
File No.) |
(IRS Employer
Identification No.) |
975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08753
(Address of principal executive offices, including zip code)
(732) 240-4500
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 140.13e-4(c)) |
ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
At the Companys 2011 Annual Meeting of Stockholders held on May 5, 2011 (the Annual Meeting) the stockholders approved the OceanFirst Financial Corp. 2011 Stock Incentive Plan and the OceanFirst Financial Corp. 2011 Cash Incentive Compensation Plan (the Plans). Descriptions of the material features of the Plans and full copies of the Plans were included in the proxy statement filed with the SEC on March 31, 2011. Forms of Award Agreements for each of the Plans are filed with this Form 8-K as Exhibits 10.25, 10.26 and 10.27.
ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The Annual Meeting was held on May 5, 2011. A total of 17,147,471 shares were present or represented by proxy at the Annual Meeting. The matters considered and voted on by the Companys stockholders at the Annual Meeting and the vote of the stockholders was as follows:
Matter 1. | The election of three directors, each for a three-year term. |
Nominee |
Shares Voted For | Shares Withheld | Broker Non-Votes | |||||||||
Joseph J. Burke |
15,405,163 | 324,303 | 1,418,005 | |||||||||
Angelo Catania |
15,413,483 | 315,983 | 1,418,005 | |||||||||
John R. Garbarino |
15,241,698 | 487,768 | 1,418,005 |
Matter 2. | The approval of the OceanFirst Financial Corp. 2011 Stock Incentive Plan. |
Shares Voted For |
Shares Voted Against |
Shares Voted Abstain |
Broker Non-Votes |
|||
9,408,938 |
6,264,323 | 56,205 | 1,418,005 |
Matter 3. | The approval of the OceanFirst Financial Corp. 2011 Cash Incentive Compensation Plan. |
Shares Voted For |
Shares Voted Against |
Shares Voted Abstain |
Broker Non-Votes |
|||
14,308,836 |
1,352,961 | 67,669 | 1,418,005 |
Matter 4. | The ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2011. |
Shares Voted For |
Shares Voted Against |
Shares Voted Abstain |
Broker Non-Votes |
|||
16,718,090 |
405,294 | 24,087 | |
Matter 5. | An advisory (non-binding) vote to approve the compensation paid to the named executive officers. |
Shares Voted For |
Shares Voted Against |
Shares Voted Abstain |
Broker Non-Votes |
|||
14,667,768 |
917,588 | 144,110 | 1,418,005 |
Matter 6. | An advisory (non-binding) vote on the frequency of stockholder voting on executive compensation. |
Shares Voted for One Year |
Shares Voted for Two Years |
Shares Voted for Three Years |
Shares Voted Abstain |
Broker Non-Votes |
||||
8,870,664 |
1,460,327 | 5,275,692 | 122,783 | 1,418,005 |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) | EXHIBITS |
10.25 | Form of OceanFirst Financial Corp. 2011 Stock Incentive Plan Award Agreement for Stock Options. | |
10.26 | Form of OceanFirst Financial Corp. 2011 Stock Incentive Plan Award Agreement for Stock Awards. | |
10.27 | Form of OceanFirst Financial Corp. 2011 Cash Incentive Compensation Plan Award Agreement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OCEANFIRST FINANCIAL CORP. |
/s/ Michael Fitzpatrick |
Michael Fitzpatrick |
Executive Vice President and Chief Financial Officer |
Dated: May 10, 2011
Exhibit Index
EXHIBITS | ||
10.25 | Form of OceanFirst Financial Corp. 2011 Stock Incentive Plan Award Agreement for Stock Options. | |
10.26 | Form of OceanFirst Financial Corp. 2011 Stock Incentive Plan Award Agreement for Stock Awards. | |
10.27 | Form of OceanFirst Financial Corp. 2011 Cash Incentive Compensation Plan Award Agreement. |
Exhibit 10.25
OCEANFIRST FINANCIAL CORP.
2011 STOCK INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
Name of Recipient: |
|
|||||
Number of Shares Subject to this Option |
|
|||||
Exercise Price per Share: | $ | |||||
Type of Option: |
Incentive Stock Option Non-Statutory Stock Option |
|||||
Option Term/Expiration Date: |
|
|||||
Payment of Exercise Price: | The Exercise Price may be paid by delivery of any combination of cash, Common Stock or other consideration (to the permitted under the Plan and approved by the Committee) having a Fair Market Value on the exercise date equal to the total Exercise Price, including a cashless exercise arrangement with a qualifying broker-dealer or a constructive stock swap or net exercise as specified by the Committee. | |||||
Date of Grant: |
|
|||||
Vesting Schedule: | This Option may be exercised, in whole or in part, only in accordance with the vesting schedule set forth in Exhibit A to this Option Award Agreement . | |||||
Voting: | The Recipient will have voting rights over the Common Stock actually acquired only upon the exercise of the Option and acquisition of the Common Stock. | |||||
Distribution: | Shares of Common Stock subject to the Option will be distributed as soon as practicable upon exercise. | |||||
Designation of Beneficiary: | A Beneficiary may be designated in writing (subject to such requirements as the Committee may specify in its discretion) to receive, in the event of death, any Award to which the Recipient would be entitled pursuant to the OceanFirst Financial Corp. 2011 Stock Incentive Plan (the Plan) under this Option Award Agreement. |
Term of Options: | This Option may be exercised during its term in accordance with the Vesting Schedule set forth in Exhibit A and the applicable provisions of the Plan and this Option Award Agreement. In no event may this Option be exercised after the Expiration Date set forth above (the Expiration Date). | |
Effect of termination of employment or service because of: | ||
(a) Death or Disability: |
Options which have not yet vested, vest upon termination due to death or Disability. All Options are exercisable for one year after termination, or, if sooner, until the Expiration Date of the Options. | |
(b) Retirement: |
All unexercised Options that are vested as of the date of termination are exercisable for a period of three years following termination, or, if sooner, until the Expiration Date of the Option. All unvested Options are forfeited and the rights to such unvested Options cease upon termination. | |
(c) Cause: |
All unvested Options and all vested Options not yet exercised expire immediately upon termination. | |
(d) Other Reasons: |
Unless otherwise determined by the Committee, all unexercised Options that are vested as of the date of termination are exercisable for a period of three months following termination, or, if sooner, until the Expiration Date of the Option. All unvested Options are forfeited and the rights to such unvested Options cease upon termination. | |
Non-Transferability: | Options are nontransferable, voluntarily or involuntarily, other than by will or the laws of descent or distribution or pursuant to a qualified domestic relations order as defined by the Code, unless determined otherwise by the Committee. The terms of the Plan and this Option Award Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient. |
The Committee hereby grants to the individual named above (Recipient) an Option to purchase the number of Shares at the per Share Exercise Price set forth above, subject to the terms and conditions set forth in this Option Award Agreement and in the Plan. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Award Agreement, the terms and conditions of the Plan shall prevail.
2
If designated as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option under Code Section 422. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d), it shall be treated as a Non-Statutory Stock Option.
This Option is exercisable by delivery of an exercise notice, in the form attached hereto as Exhibit B (the Exercise Notice), which shall state the election to exercise the Option, the number of Shares in respect to which the Option is being exercised, and such other representations and agreements as may be required by the Committee pursuant to the provisions of the Plan. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Shares for which the Option is exercised. The Option shall be deemed to be exercised upon receipt by the Holding Company of the fully executed Exercise Notice accompanied by the aggregate Exercise Price. No Shares will be issued pursuant to the exercise of this Option unless such issuance and exercise complies with applicable laws. The Recipient agrees to make appropriate arrangements with the Holding Company (or parent or subsidiary employing or retaining the Recipient) for satisfaction of any Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Recipient acknowledges and agrees that the Holding Company may refuse to honor the exercise and deliver Shares if such withholding amounts are not delivered at the time of exercise.
If Recipient sells or otherwise disposes of any Shares acquired pursuant to an Incentive Stock Option on or before the later of (i) two years after the Date or Grant, or (ii) one year after the date the Option is exercised, the Recipient shall notify the Committee of such disposition within ten (10) days of such sale or disposition.
Neither the Plan nor this Option Award Agreement create any right on the part of any Employee to continue in the employ of OceanFirst Bank, OceanFirst Financial Corp. or any affiliates thereof. Unless otherwise defined herein, all capitalized terms herein shall have the same meaning as those contained in the Plan.
This Option and the Shares acquired pursuant to this Option are subject to forfeiture or clawback to the extent required by law or pursuant to such forfeiture or clawback policy as has been or may be adopted by the Holding Companys Board of Directors from time to time.
The Recipient hereby acknowledges that all decisions, determinations and interpretations of the Board of Directors or the Committee in respect of the Plan and this Option Award Agreement shall be final and conclusive.
The Plan is incorporated herein by reference. The Plan and this Option Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Holding Company and the Recipient with respect to the subject matter hereof, and may not be modified adversely to the Recipients interest except by means of a writing signed by the Holding Company and the Recipient. This Option Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.
3
IN WITNESS WHEREOF, OceanFirst Financial Corp. has caused this Option Award Agreement to be executed, and the Recipient has hereunto set his or her hand, as of the day of , 20 .
OCEANFIRST FINANCIAL CORP. | ||
By: |
|
|
RECIPIENT | ||
|
4
EXHIBIT A
VESTING CONDITIONS
EXHIBIT B
OCEANFIRST FINANCIAL CORP.
2011 STOCK INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
EXERCISE NOTICE
OceanFirst Financial Corp.
[Address]
[Address]
Attention: [TITLE]
1. Exercise of Option . Effective as of today, , the undersigned (Purchaser) hereby elects to purchase Shares (the Shares) of Common Stock of OceanFirst Financial Corp. (the Holding Company) under and pursuant to the 2011 Stock Incentive Plan (the Plan) and the Stock Option Award Agreement dated (the Option Award Agreement). The purchase price for the Shares shall be $ as required by the Option Award Agreement.
2. Delivery of Payment . Purchaser herewith delivers to the Holding Company the full purchase price for the Shares.
3. Representations of Purchaser . Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option Award Agreement and agrees to abide and be bound by their terms and conditions.
4. Rights as Shareholder . Until the issuance (as evidenced by the appropriate entry on the books of the Holding Company or a duly authorized transfer agent of the Holding Company) of the Shares, no right to vote or receive dividends or other rights as a shareholder shall exist with respect to the Shares subject to the Option Award Agreement. The Shares so acquired shall be issued to the Purchaser as soon as practicable after exercise of the Option.
5. Tax Consultation . Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants deemed advisable in connection with the purchase or disposition of Shares and that Purchaser is not relying on the Holding Company for any tax advice.
6. Entire Agreement; Governing Law . The Plan and Option Award Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertaking and agreements of the Holding Company and
the Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchasers interest except by means of a writing signed by the Holding Company and the Purchaser. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of New Jersey.
Submitted by: | ||
PURCHASER | ||
|
||
Signature | ||
|
||
Print Name | ||
Accepted by: | ||
OCEANFIRST FINANCIAL CORP. | ||
|
||
By | ||
|
||
Date Received |
Exhibit 10.26
OCEANFIRST FINANCIAL CORP.
2011 STOCK INCENTIVE PLAN
STOCK AWARD AGREEMENT
Name of Recipient: |
|
|||||
Total Stock Award: |
|
Shares | ||||
Vesting: | This Stock Award is subject to the time-based and performance-based conditions set forth in Exhibits A and B to this Award Agreement, which are incorporated herein by reference. No Shares subject to this Stock Award shall be vested until the Committee certifies that these performance-based conditions set forth in Exhibit B, if any, have been attained. The Committee cannot delegate this certification function. | |||||
Qualified Performance-Based Award: |
Yes No |
|||||
Date of Grant: |
|
|||||
Effect of termination of employment or service because of: | ||||||
(a) Death or Disability | All unvested Shares subject to this Stock Award vest immediately upon such termination. | |||||
(b) Cause: | All unvested Shares subject to this Stock Award shall be forfeited as of the date of termination and any rights the Recipient had to such Shares become null and void. | |||||
(c) Other Reasons: | Unless otherwise determined by the Committee, all unvested Shares subject to this Stock Award shall be forfeited as of the date of termination and any rights the Recipient had to such Shares become null and void. | |||||
Voting: | Recipient is entitled to direct the Trustee as to the voting of Shares subject to this Stock Award that have been granted, but have not yet been earned and distributed. |
Non-Transferability: |
The Recipient of this Stock Award shall not sell, transfer, assign, pledge or otherwise encumber Shares subject to this Stock Award until full vesting of such Shares has occurred. The period of time between the Date of Grant and the date Shares subject to this Award Agreement become vested is referred to herein as the Restricted Period. All certificates representing Shares subject to this Award Agreement shall have endorsed thereon the following legend: The Shares represented by this certificate are subject to an agreement between the Holding Company and the registered holder, a copy of which is on file at the principal office of the Holding Company.
Unless determined otherwise by the Committee and except in the event of the Recipients death or pursuant to a domestic relations order, this Stock Award is not transferable and may be earned only in the Recipients lifetime. Upon the death of the Recipient, this Stock Award is transferable by will or the laws of descent and distribution. The terms of the OceanFirst Financial Corp. 2011 Stock Incentive Plan (the Plan) and this Stock Award Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Recipient.
In the event the Recipient is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, the Committee must give written consent to permit the Shares subject to this Stock Award Agreement to be sold or otherwise disposed of within six (6) months following the Date of Grant of this Stock Award. |
|
Distribution: | The certificate or certificates evidencing Shares subject to this Stock Award shall be delivered to and deposited with a trustee or with the Secretary of the Holding Company as Escrow Agent in this transaction (either referred to herein as the Trustee). Such certificates are to be held by the Trustee until termination of the Restricted Period. Shares of Common Stock, plus any dividends and earnings on such Shares, will be distributed as soon as practicable upon termination of the Restricted Period. | |
Designation of Beneficiary: | A Beneficiary may be designated in writing (subject to such requirements as the Committee may specify in its discretion) to receive in the event of death, any Award to which the Recipient would be entitled pursuant to the Plan under the Stock Award Agreement. |
The Committee hereby grants to the individual named above (Recipient) a Stock Award for the number of Shares listed above, subject to the terms and conditions of the Plan and this Stock Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Stock Award Agreement, the terms and conditions of the Plan shall prevail.
2
Neither the Plan nor this Stock Award create any right on the part of an employee to continue in the service of OceanFirst Bank, OceanFirst Financial Corp. or any affiliates thereof. Unless otherwise defined herein, all capitalized terms herein shall have the same meaning as those contained in the Plan.
The Holding Company shall not be required to transfer on its books any Shares which have been sold or transferred in violation of any of the provisions set forth in this Stock Award Agreement. The parties agree to execute such further instruments and take such actions as may be reasonably necessary to carry out the intent of this Stock Award Agreement.
The Recipient agrees to make appropriate arrangements with the Holding Company (or parent or subsidiary employing or retaining the Recipient) for satisfaction of any Federal, state, local and foreign income and employment tax withholding requirements applicable to Shares subject to this Award Agreement. The Recipient represents that the Recipient has consulted with any tax consultants deemed advisable in connection with this Stock Award and that Recipient is not relying on the Holding Company for any tax advice.
This Stock Award and any Shares covered by this Stock Award are subject to forfeiture or clawback to the extent required by law or pursuant to such forfeiture or clawback policy as has been or may be adopted by the Holding Companys Board of Directors from time to time.
The Recipient hereby acknowledges that all decisions, determinations and interpretations of the Board of Directors or the Committee in respect of the Plan and this Stock Award Agreement shall be final and conclusive.
The Plan is incorporated herein by reference. The Plan and this Stock Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Holding Company and the Recipient with respect to the subject matter hereof, and may not be modified adversely to the Recipients interest except by means of a writing signed by the Holding Company and the Recipient. In the event of a conflict between the terms of the Plan and this Stock Award Agreement, the terms of the Plan prevail. Unless otherwise defined herein, all capitalized terms herein shall have the same meaning as those contained in the Plan. This Stock Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.
IN WITNESS WHEREOF, OceanFirst Financial Corp. has caused this Stock Award Agreement to be executed, and said Recipient has hereunto set his or her hand, as of this day of , 20 .
OCEANFIRST FINANCIAL CORP. | ||
By: |
|
|
RECIPIENT | ||
|
3
EXHIBIT A
TIME-BASED VESTING CONDITIONS
EXHIBIT B
PERFORMANCE-BASED VESTING CONDITIONS
Exhibit 10.27
OCEANFIRST FINANCIAL CORP.
2011 CASH INCENTIVE COMPENSATION PLAN
FORM OF
COVERED OFFICER AWARD AGREEMENT
This Covered Officer Award Agreement (the Award Agreement ) made as of [Date] by and between OceanFirst Financial Corp., a Delaware corporation (the Corporation ), and [Name] (the Employee ).
WHEREAS, the Corporation sponsors the OceanFirst Financial Corp. 2011 Cash Incentive Compensation Plan (the Plan ); and
WHEREAS, the Corporation desires to encourage the Employee to remain an employee of the Corporation and, during the Performance Period specified below to contribute substantially to the financial performance of the Corporation and, to provide that incentive, the Corporation has granted the Employee an Award under the Plan subject to terms and conditions set forth in the Plan and this Award Agreement; and
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound, the Corporation, acting through its Human Resources/Compensation Committee of its Board of Directors (the Committee ), and the Employee agree as follows:
1. Grant . The Committee hereby grants to the Employee an Award, subject to the terms and conditions of the Plan and this Award Agreement ( this Award ).
2. Performance Period . The Performance Period to which this Award relates is the -month period beginning on .
3. Target Award . The target amount payable under this Award is $ (the Target Bonus). The Individual Award Opportunity, which is the maximum amount payable under this Award, is $ .
4. Conditions . This Award is subject to the vesting and performance conditions set forth in Exhibits A and B to this Award Agreement, which are incorporated herein by reference. No part of this Award will be paid until the Committee certifies that these vesting and performance conditions have been attained. The Committee cannot delegate this certification function.
5. Withholding . The Corporation or its direct or indirect subsidiary may withhold from any payment to the Employee pursuant to this Award all taxes, including social security taxes, which the Corporation or its direct or indirect subsidiary is required or otherwise authorized to withhold with respect to such payment.
6. Clawback . This Award is subject to forfeiture or clawback to the extent required by law or pursuant to such forfeiture or clawback policy as may be adopted by the Corporations Board of Directors from time to time.
7. Employee Representations . In connection with this Award, the Employee represents the following:
(a) The Employee has reviewed with the Employees own tax advisors, the federal, state, local and foreign tax consequences of this Award Agreement and the transactions contemplated hereby. The Employee is relying solely on such advisors and not on any statements or representations of the Corporation or any of its agents. The Employee understands that the Employee (and not the Corporation) shall be responsible for the Employees own tax liability that may arise as a result of this Award Agreement and the transactions contemplated hereby.
(b) The Employee has received, read and understood this Award Agreement and the Plan and agrees to abide by and be bound by their respective terms and conditions.
(c) The Employee understands that the Committee may use its negative discretion to reduce or eliminate the amount of this Award.
8. Miscellaneous .
(a) Governing Law . This Award Agreement, including the Exhibits hereto, shall be governed and construed in accordance with the domestic laws of the State of New Jersey without regard to its principles of conflicts of laws.
(b) Successors . The provisions of this Award Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto.
(c) Entire Agreement; Amendment . This Award Agreement and the Plan contain the entire understanding between the parties hereto with respect to the subject matter of this Award and supersede all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, with respect to the subject matter of this Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall prevail. This Award Agreement may not be amended or modified without the written consent of the Corporation, acting through the Committee, and the Employee.
(d) Counterparts . This Award Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original and all of which together shall constitute one document.
IN WITNESS WHEREOF, the Corporation has caused this Award Agreement to be executed on its behalf, and said the Employee has hereunto set his or her hand, all as of the date first set forth above.
2
OCEANFIRST FINANCIAL CORP. | ||
By: |
|
|
Chair, Human Resources/ Compensation Committee |
||
EMPLOYEE | ||
|
3
EXHIBIT A
VESTING CONDITIONS
This Award will not be paid, in whole or in part, unless the Employee is actively employed by the Corporation or one of its subsidiaries on the date this Award is paid.
This Award is also contingent upon the approval of the Plan by the shareholders of the Corporation on or before December 31, 2011.
A-1
EXHIBIT B
PERFORMANCE CONDITIONS
1. Performance Thresholds . This Award will not be paid, in whole or in part, if the Corporations net income for 2011 is less than $2,122,000.
2. Calculation of Bonus . Provided the performance threshold set forth in Section 1 above is met, the portion of this Award payable will be equal to A x B x C, subject to a maximum of 150% of A, where:
A = | Target Bonus; | |
B = | Bank Performance Multiplier (not to exceed 1.5); and | |
C = | Individual Performance Multiplier (not to exceed 1.5). |
(a) Bank Performance Multiplier . The Bank Performance Multiplier shall be based on the following table:
Performance Measure (Weight) |
Goals |
Earned
Percentage |
||||||
Earnings Per Share (50%) | Less than Threshold | Less than $0.91/share | 0 | % | ||||
Threshold | $0.91/share | 50 | % | |||||
Target | $1.17/share | 100 | % | |||||
Superior | $1.28/share or more |
|
150
|
%
|
||||
Efficiency Ratio (25%) | Less than Threshold | More than 60.50% | 0 | % | ||||
Threshold | 60.50% | 50 | % | |||||
Target | 57.40% | 100 | % | |||||
Superior | 55.80% or less | 150 | % | |||||
Total Shareholder Return Against Peers (25%) | Less than Threshold | below 8th of 16 | 0 | % | ||||
Threshold | 8th of 16 | 50 | % | |||||
Target | 10 th of 16 | 100 | % | |||||
Superior | 12 th of 16 | 150 | % |
subject to the following rules of application:
i. | Earnings Per Share (EPS) is the Corporations 2011 diluted earnings per share. |
B-1
ii. | Efficiency Ratio represents the ratio of operating expenses to the aggregate of other income and net interest income. |
iii. | Total Shareholder Return Against Peers (TSR) measures how the Corporations stock and dividend performance for 2011 fare compared to similar financial institutions selected by the Committee, calculated comparing weighted average trading prices. |
iv. | The Bank Performance Multiplier shall be based on the sum of the earned percentage for each of the three categories multiplied by the respective weight for that category. |
v. | If the actual performance for any of the three categories is between Threshold and Target, or between Target and Superior, the earned percentage for that category shall be interpolated based on the earned percentages for Threshold, Target and Superior as set forth above. |
vi. | If the actual performance for any of the three categories is more than Superior, the earned percentage for that category shall be limited to 150%. |
(b) Individual Performance Multiplier . The Individual Performance Multiplier shall be determined by the Committee in its sole discretion. For purposes of setting the Individual Award Opportunity, the Committee has set the Individual Performance Multiplier at 1.5, but will use its discretion to negatively adjust the Individual Performance Multiplier to whatever level the Committee deems appropriate based upon its determination of the Employees performance for 2011.
B-2