Juniata Valley Financial (JUVF) 10-Q 2009 Q2 Quarterly report

10.1 – Exhibits A-B to 2004 Executive Annual Incentive Plan

Juniata Valley Financial Corp

Executive Annual Incentive Plan – Committee Approved 01/30/09

Exhibit A – Participation

Plan Year 2009

(Participating employees and their participant categories should be listed at the beginning of each year and adjusted for changes in participation throughout the year.)

Category 1– Francis Evanitsky – President and Chief Executive Officer

Category 2– Marcie Barber – COO, SVP-Community Banking Division Manager

JoAnn McMinn – CFO, SVP-Chief Financial Officer

Category 3– Pamela Eberman – SVP-Human Resource Manager

Steven Kramm – SVP-Operations/Technology Division Manager

Donald Shawley – SVP-Trust and Investment Management Division Manager

Wesley Weymers – SVP-Loan Division Manager

Juniata Valley Financial Corp

Executive Annual Incentive Plan

Exhibit B – Bank Performance Factors and AwardSchedule

Plan Year 2009

Category 1 – CEO Position

Goals
Performance Measures
(Basic) Earnings Per Share (75%)

Threshold		Target		Optimum
$	1.27	$	1.34	$	1.47

Return on Average Equity (25%)

Threshold			Target			Optimum
	10.93	%		11.51	%		12.66	%

Awards
(% of Base Pay)

Threshold			Target			Optimum
	12	%		20	%		30	%

Category 1 – CEO
(Actual2008 total base pay — $197,342)

Threshold		Target		Optimum
$	23,681	$	39,468	$	59,203

Parameters

1.	Corporation measures will be75% EPS and25% ROAE .
2.	After the award is calculated according to the above schedule, the Board has the authority to adjust the award plus or minus 10% based on the participant’s individual performance for the year.
3.	Both Financial Measures must meet threshold to initiate an award in the plan.
4.	Will interpolate awards between threshold, target, and optimum.
5.	Will pay for performance above optimum at a scale of one-half the increase between target and optimum.
6.	Pay is defined astotal base pay for the applicable plan year.

Juniata Valley Financial Corp

Executive Annual Incentive Plan

Exhibit B – Bank Performance Factors and AwardSchedule

Plan Year2009

Category 2

	Bank Goal – EPS and ROAE (same as
	Category 1)
	Threshold			Target			Optimum
Award as a % of pay		4.0	%		10.0	%		15.0	%

	Individual Award
	Not			Meets						Exceeds			Exceeds
	Meet			Minimal			Meets			Some			Most
Award as a % of pay		0	%		2-2.5	%		4-6	%		6-7	%		8-10	%

Notes:

1.	Bank must achieve minimums for both EPS and ROAE to generate any payment.
2.	Bank performance between EPS and ROAE points is interpolated for awards.
3.	Moderate flexibility in total award.
4.	Employee must be at least at “meets minimal” level to earn individual award portion and annual performance evaluation must be at least satisfactory for payment of an award under plan.
5.	Individual award rating determined by assessing performance of established objectives.
6.	Pay is defined as total base pay for applicable plan year.

Juniata Valley Financial Corp

Executive Annual Incentive Plan

Exhibit B – Bank Performance Factors and Award Schedule

Plan Year 2009

Category 3

	Bank Goal – EPS and ROAE (same as
	Category 1)
	Threshold			Target			Optimum
Award as a % of pay		3.0	%		7.5	%		12.5	%

	Individual Award
	Not			Meets						Exceeds			Exceeds
	Meet			Minimal			Meets			Some			Most
Award as a % of pay		0	%		2-2.5	%		4-6	%		6-7	%		8-10	%

Notes:

1.	Bank must achieve minimums for both EPS and ROAE to generate any payment.
2.	Bank performance between EPS points is interpolated for awards.
3.	Moderate flexibility in total award.
4.	Employee must be at least at “meets minimal” level to earn individual award portion and annual performance evaluation must be at least satisfactory for payment of an award under plan.
5.	Individual award rating determined by assessing performance of established objectives. 6. Pay is defined as total base pay for applicable plan year.