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First Community Bancorp
2003 Executive Incentive Bonus Plan
PURPOSE
First Community Bancorp is the sponsor of this incentive plan (the "Plan"). First Community Bancorp and its subsidiaries (the "Company") have designed the Plan to focus First Community Bancorp executives on achieving the annual business plan in 2003. The Plan provides aggressive award opportunities and is intended to provide significant rewards to First Community Bancorp's executive team for exceptional corporate performance.
APPROVAL AND ADMINISTRATION
The Plan has been approved for 2003 by the Compensation Committee of the Board of Directors and will be administered by the Incentive Plan Committee (the "IP Committee") which is comprised of First Community Bancorp's CEO and executives reporting directly to the CEO. The IP Committee will recommend Plan Participants; Plan Performance Measures; Performance Measure Weights; Achievement Levels and corresponding Award Opportunities; and the Financial Threshold (each as defined herein) to the Compensation Committee of the Board of Directors for their approval as early in the Plan Year as possible. At the end of the Plan Year, the IP Committee will review achievements against Performance Measures and recommend Awards (as defined herein) to the Compensation Committee of the Board of Directors for their approval. In the case of any Awards granted to the CEO, the Compensation Committee will make a recommendation to the independent directors of the Board for their approval.
Interpretation and application of the Plan to a particular circumstance will be made by the Compensation Committee of the Board of Directors at its sole discretion. Subject to any authority granted to the full Board of Directors or a committee of the independent directors thereof, the Compensation Committee of the Board of Directors has the sole and absolute power and authority to make all factual determinations, construe and interpret terms and make eligibility and Award determinations in accordance with its interpretation of the Plan.
PLAN YEAR
The Plan is an annual plan adopted for the 2003 calendar year.
ELIGIBILITY
Executives in salary grades 1, 2, 3, A, and B are eligible for participation in the Plan. The IP Committee will review those eligible and recommend Participants to the Board of Directors for their approval. The IP Committee may recommend executives in salary grade C for participation in the Plan on an exception basis for approval by the Compensation Committee of the Board of Directors.
PARTICIPANT
An individual who has been selected for participation in the Plan by the IP Committee and approved by the Compensation Committee of the Board of Directors is a Participant.
PERFORMANCE MEASURES
The IP Committee will select one to two Performance Measures for the Plan for approval by the Compensation Committee of the Board of Directors. All Performance Measures will be key indicators of financial performance.
Each Performance Measure will operate independently i.e. it is possible for one Performance Measure to generate an award and not the other; likewise, it is possible for one Performance Measure to be achieved at a higher level than the other. Performance Measures will be individually weighted i.e. one Performance Measure may be counted more heavily in calculating Awards than the other. Weights for each Performance Measure will be established at the beginning of the Plan Year by the IP Committee for approval by the Board of Directors. Achievement Levels will be established for each Performance Measure along with corresponding Award Opportunities.
For 2003, the IP Committee has selected Earnings Per Share (EPS) as the sole Performance Measure for Grades 1, 2, 3 and A.
ACHIEVEMENT LEVELS AND AWARD OPPORTUNITIES
Achievement Levels and Award Opportunities for 2003 have been approved and are expressed as a percentage of base salary. This assumes that EPS is achieved at various percentages of the established First Community Bancorp Plan for 2003 and illustrates the maximum Award Opportunity at each specified Achievement Level. Mathematical interpolation will be used to calculate Awards for achievement between the levels established below.
| Achievement of EPS Target | |||||
---|---|---|---|---|---|---|
Overall Performance Measure: EPS Achievement Level (% of Plan) | ||||||
90% | 100% | Over 100% | ||||
Award Opportunities | ||||||
CEO First Community Bancorp (Grade 1) | 60% of Base $ | 100% of Base $ | Board Discretion | |||
Other Executives (Grades 2,3,A) | 50% of Base $ | 80% of Base $ | CEO/Board Discretion | |||
Overall Performance Measure: To be determined Achievement Level (% of Plan) | 90% | 100% | Over 100% | |||
Award Opportunities | ||||||
Key Contributors (Grades B) | 10% of Base $ | 30% of Base $ | CEO Discretion | |||
Other Key Officers (Grade C) | 10% of Base $ | 20% of Base $ | 30% of Base $ |
AWARDS
Awards under the Plan will be determined by the IP Committee based upon achievement of Performance Measures and will be submitted to the Compensation Committee of the Board of Directors for approval.
For purposes of the Plan, salary means annual base salary in effect at the end of the performance year. Awards will be made through the payroll system, minus legally required and authorized deductions. Awards under the Plan will be considered eligible compensation or not as defined by each specific employee benefit plan for purposes of employee benefit calculations.
Awards for individuals who are Participants for less than a full Plan Year will be prorated using Participant's actual base salary paid during the time of participation in the Plan. Awards for Participants who leave First Community Bancorp during a Plan Year due to retirement, total and permanent disability or death will be prorated using the same method.
To be eligible to receive an Award under the Plan, a Participant must have a performance descriptor of "Achieves Expectations" or better for 2003.
ADJUSTMENTS
Performance Measures, Achievement Levels and Award Opportunities may be adjusted during the Plan Year only upon approval by the Compensation Committee of the Board of Directors as it deems
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appropriate. It is anticipated that such adjustments will be made infrequently and only in the most extraordinary circumstances.
Because the Plan has aggressive Award Opportunities intended for use with below market base salaries, some adjustments may need to be made to Awards if some Participant base salaries are currently above market. In such cases, the IP Committee may reduce an Award as it deems appropriate to achieve a reasonable level of total compensation for each participant. All adjustments are subject to approval of the Compensation Committee of the Board of Directors.
PAYMENT OF AWARDS
Awards will be paid as soon as administratively feasible after review of performance against targets and approval by the IP Committee and the Compensation Committee of the Board of Directors. To be eligible for Award payment, a Participant must have been an employee of First Community Bancorp for at least three months and be an employee of First Community Bancorp on the date that Awards are paid or have left First Community Bancorp during the Performance Period due to retirement, total and permanent disability or death.
Participants otherwise eligible to receive an Award and who were assigned to different parts of the organization during the Performance Period will have their Award calculated based upon the part of the organization they are in at the end of the Performance Period and the Performance targets achieved by that group for the Performance Period.
For purposes of the Plan, salary means annual base salary in effect at the end of the performance year. Awards will be made through the payroll system, minus legally required and authorized deductions. Awards under the Plan will be considered eligible compensation or not as defined by each specific employee benefit plan for purposes of employee benefit calculations.
NO RIGHT OF ASSIGNMENT
No right or interest of any Participant in the Plan is assignable or transferable. In the event of a Participant's death, payment of any earned but unpaid Awards will be made to the Participant's legal successor, if not prohibited by law.
NO RIGHT OF EMPLOYMENT
The Plan does not give any employee any right to continue in the employment of First Community Bancorp and does not constitute any contract or agreement of employment or interfere in any way with the right the organization has to terminate such person's employment. First Community Bancorp is an "at will" employer and as such, can terminate an employment relationship between itself and any of its employees at will, with or without cause, and with or without notice.
AMENDMENT OR TERMINATION OF THE PLAN
First Community Bancorp reserves the right to change, amend, modify, suspend, continue or terminate all or any part of the Plan either in an individual case or in general, at any time without notice.
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First Community Bancorp 2003 Executive Incentive Bonus Plan