Washington Trust Bancorp (WASH) 10-K 2021 FY Annual report

EXHIBIT 10.65

2022 WEALTH MANAGEMENT

BUSINESS BUILDING INCENTIVE PLAN

The Wealth Management Business Building Incentive Plan has been established to achieve the division’s objectives while rewarding employees for individual performance as well as their contribution to divisional and corporate success. The intent of this incentive plan is to reward as the Wealth Management division meets and exceeds performance targets.

▪INCENTIVE STRUCTURE

A target payment will be established based on the participant’s position, with a range of 0% to 150% based upon actual performance. Performance will be measured as outlined below:

Position	Target Payment	Net New Assets Under Management	Pre-tax Earnings	Revenue
Wealth Management Division Head	$90,000	33.34%	33.33%	33.33%
Designated Wealth Management Divisional Leaders	(outlined in Appendix A)	33.34%	33.33%	33.33%

Net new assets under management will equal new accounts and solicited additions/upgrades, less lost business. Routine flows (contributions and distributions) and market appreciation/depreciation are excluded. Assets under administration only are excluded. Pre-tax earnings results will be net of any payment under this or any other incentive plan.

Performance goals will be established annually and will likely represent at least 10% growth in pre-tax earnings and revenues over the prior year, and the net new assets under management needed to support that level of growth. Goals should be achieved through organic growth in the existing product lines, excluding any revenue or asset growth through acquisitions or mergers. Goals and/or results may be adjusted to reflect extraordinary events, including, but not limited to, acquisitions or mergers. Performance will be assessed based upon the combined performance of Washington Trust Wealth Management, including all Wealth Management offices of both The Washington Trust Company and Washington Trust Advisors, Inc.

The plan payment is determined by assessing achievement of each metric individually against the performance grid below and averaging the results. The target payment is multiplied by this average to determine final payment under the plan.

Performance vs. Plan	Payout as a % of Target
< 70%	0%
70% to 77.4%	25%
77.5% to 82.4%	50.0%
82.5% to 87.4%	62.5%
87.5% to 92.4%	75.0%
92.5% to 97.4%	87.5%
97.5% to 102.4%	100.0%
102.5% to 107.4%	112.5%
107.5% to 112.4%	125.0%
112.5% to 117.4%	137.5%
117.5% +	150%

If the Corporation is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the Federal securities laws, all participants will be required to reimburse the Corporation for any plan payment that would not have been earned based on the restated financial results.

▪PRINCIPAL PROVISIONS

▪Term of the Program

The term of this program is one year. This plan supersedes all previous plans for participants.

▪Eligible Participants

The Wealth Management Division Head and Designated Wealth Management Divisional Leaders are the only participants in this program. This incentive is in addition to any incentive under the Annual Performance Plan or the Wealth Management Incentive Plan.

▪Administration

The Board of Directors has responsibility for establishing goals and determining plan payments. The Board has delegated responsibility for review of plan parameters, goals and payments to the Compensation and Human Resources Committee.

Plan payments will be determined by the Compensation and Human Resources Committee. Regardless of the actual award levels determined by the plan parameters, the Bank reserves the right to reduce the size of any award. The decisions of the Compensation and Human Resources Committee will be considered final, binding, and conclusive on all parties. Payments under this Plan are intended to be Performance-Based Awards under Section 12 of the Washington Trust Bancorp, Inc. 2013 Stock Option and Incentive Plan and are subject to the requirements of said Section 12.

The Board of Directors and/or the Compensation and Human Resources Committee reserves the right to suspend, modify or terminate the plan at any time.

Individual Performance and Incentive Payments

An individual is expected to fully meet all major job requirements in order to qualify for incentive compensation. An individual is expected to be forthright and honest with regard to all items submitted in calculating incentive payments. Any intent to deceive or defraud can result in disciplinary action up to and including termination.

Compliance with all Company and/or department policies and procedures is essential. This includes, but is not limited to, the following of investment policies and the proper and timely documentation of all work. Any violation of policy can result in loss of incentive compensation as well as loss in employment.

▪Payment

Incentive compensation will be paid as soon as practical after final results can be quantified. Participants must be active employees or retirees of The Washington Trust Company or Washington Trust Advisors, Inc. on December 31st of the Plan year in order to qualify for payment. Participants who terminate employment with the Company (for reasons other than retirement) prior to December 31st of the Plan year will not be eligible to receive any payment from the Plan. Employees who retire from eligible status will be eligible for a pro-rated payment. Post-employment payments are at the discretion of Compensation and Human Resources Committee.

This is not a tax qualified plan, which means that all payments are subject to ordinary taxation. Individuals who are eligible to participate in The Washington Trust Company Nonqualified Deferred Compensation Plan may defer any or all of their Wealth Management Business Building Incentive Plan payment into that plan.

▪Claims To Awards And Employment Rights

Eligibility to participate in this program does not confer any right on the participant to continue in the employ of the organization or limit, in any way, the right of the employer to terminate at will.