EXHIBIT 10.2
MANAGEMENT INCENTIVE COMPENSATION PLAN
25
THE FIRST NATIONAL BANK
OF BERWICK
MANAGEMENT INCENTIVE COMPENSATION PLAN
CONTENTS
I. PURPOSE 1
II. GENERAL DESCRIPTION 2
III. PLAN ADMINISTRATION 3
IV. PLAN PARTICIPANTS 5
V. OPERATING RULES 6
VI. SUMMARY OF SUPPLEMENTARY PLAN DOCUMENTS 9
I. PURPOSE
The purpose of the Management Incentive Compensation Plan is to
provide incentives and awards to top management employees who,
through high levels of performance, contribute to the success and
profitability of The First National Bank of Berwick. The Plan is
designed to support organizational objectives and financial goals,
as defined by the Bank's Strategic and Financial Plans, by making
available additional, variable, and contingent incentive
compensation.
II. GENERAL DESCRIPTION
The Management Incentive Compensation Plan is based upon the
achievement of a required budget net income figure before any
incentive award "pool" is formed. The Plan specifies annual goals
that are consistent with those contained in the Strategic Business
Plan and the annual Profit Plan.
The calculation of share of profits to be distributed to the
Plan participants, and the incentive formulas, are constructed to
provide awards that are consistent with achieved profitability
levels. The incentive formulas insure a level of incentive award
that will enable The First National Bank to attract, retain, and
motivate high quality management personnel and support continued
growth and profitability.
The Management Incentive Compensation Plan is established to
augment regular salary and benefits programs already in existence.
The Plan is not meant to be a substitute for salary increases, but
as a supplement to salary, and, as stated earlier, as an incentive
for performance that contributes to outstanding levels of
achievement.
III. PLAN ADMINISTRATION
Throughout this Plan document, reference to the actions and
authority of the Human Resource Committee of the Board of Directors
also presumes that the Committee will recommend, and the Board of
Directors will approve or disapprove, final disposition of all
matters pertaining to the administration of the Plan. The
Committee, with Board approval, has the responsibility to interpret,
administer, amend, or recommend suspension or termination of the
Plan as necessary. The recommendations of the Committee, as
approved by
the Board, affecting the construction, interpretation, and
administration of the Plan shall be final and binding on all
parties, including the Bank and its employees.
Matters before the Committee shall be decided upon a majority
vote of the Committee and recommended to the Board for final action.
Plan participants who are members of the Committee shall not be
entitled to vote on matters relating to the eligibility for and/or
determination of their own incentive compensation awards.
During the first quarter of each Plan Year, the Committee may
review and revise the operating rules. Performance measures and
awards based upon those measures, may be changed in order to
emphasize specific goals and objectives of the Plan. However, it is
expected that the Plan will require modification only when
significant changes in organization, goals, personnel, or
performance occur. The Chief Executive Officer shall inform the
Committee of any proposed changes to the operating rules.
Computation of incentive awards will be made by the Chief
Executive Officer in consultation with the Chairman of the Board.
Maintenance of participant payments and other related records shall
be the responsibility of the Bank's Human Resource Manager. Such
computations and records may be audited annually by the independent
auditors of the Bank prior to submission to the Committee and the
Board for review and approval.
Finally, the Committee, in the exercise of its discretion with
respect to the determination of the amount of the incentive plan
pool for any given Plan Year, may take into account the presence or
absence of nonrecurring or extraordinary items of income, gain,
expense, or loss, and any and all factors that, in its sole
discretion, may deem relevant.
Extraordinary occurrences may be excluded when calculating
performance results to insure that the best interests of the Bank
are protected and are not brought into conflict with the best
interest of plan participants.
IV. PLAN PARTICIPANTS
Participation in the Management Incentive Plan at The First
National Bank of Berwick is limited to the executive management
team. This management team includes the following functional job
titles:
A. Chief Executive Officer
B. Finance/Control Division Manager
C. Sales/Marketing Division Manager
D. Trust Services Division Manager
Plan participation by these four (4) individuals recognizes the
importance of this group to the Bank and the potential these
officers have to influence the achievement of financial and
strategic objectives.
The only additional eligibility requirement is that the manager
named to one of the four (4) positions noted above must have served
in the position the full twelve (12) months of the plan year in
order to be eligible.
V. OPERATING RULES
I. The Plan shall be effective as of April 1, 1988.
A. The Board of Directors of The First National Bank of
Berwick may amend, suspend, or terminate the Plan at any
time.
B. The Plan shall be administered by the Human Resource
Committee with assistance from Executive Management.
C. The Human Resource Committee shall adopt such rules and
regulations and shall make determinations and
interpretations of the Plan thereunder as it shall deem
appropriate. All such rules, regulations, and
determinations, as approved by the Board of Directors,
shall be conclusive and binding upon all parties.
D. Eligibility for participation in the Plan is based upon
the eligibility requirements as stated herein.
E. Supplementary Plan Documents relating to participants, the
targeted incentive plan pool, and other pertinent matters
will be prepared by the Committee, and approved by the
Board of Directors, during the first quarter of each Plan
Year.
F. The incentive plan pool may be funded, within the
discretion of the Board of Directors, with the following
to be used as a general guideline:
Fund as a % of Budget
% of Budget Beyond Goal
Greater than 90% of budget 5%
up to 95% of budget
Greater than 95% of budget 10%
up to 100% of budget
In excess of budget 15%
G. Allocation of the plan pool will be made in accordance
with the guidelines shown in Section VI of this Plan
document. As noted in these guidelines, individual
performance standards must be met before an eligible
participant will receive all or part of his/her eligible
portion of the pool.
H. Within thirty (30) days following the end of the Plan
Year, or as soon as financial and operating results are
known, eligible participants will receive their
appropriate incentive plan payment. Unless otherwise
determined and approved by the Board of Directors, this
payment will be made in cash.
I. Basic Incentive Plan guidelines for any Plan Year shall be
reviewed with the participants at the beginning of each
Plan Year.
J. Partial payments under the Plan shall be administered as
follows:
1. Retirement: In the event of termination of employment
through retirement, the employee may, at the
discretion of the Committee, be considered to have
earned one twelfth (1/12) of the annual incentive
compensation award of a particular year for each month
of employment in the Plan Year of his/her retirement.
2. Death: If a participant dies, the amount of the award
may be prorated for each month of employment during
the Plan Year at the discretion of the Committee, and
paid to the estate or designated beneficiary.
3. Termination for Reasons Other Than Death or
Retirement: In the event of termination of employment
for reasons other than death or retirement, the
participant, at the discretion of
the Committee, will forfeit all unpaid incentive
awards.
K. No right or interest of any participant in the plan shall
be assignable or transferable, or subject to any lien,
directly, by operation of law, or otherwise, including
levy, garnishment, attachment, pledge, or bankruptcy,
except to a beneficiary upon the death of a participant as
herein provided.
L. An award under the Plan shall not confer any right on the
participant to continue in the employ of the bank, or
limit in any way the right of the bank to terminate the
participant's employment at any time. The receipt of an
award for any one year shall not guarantee an employee the
right to receive an award for any subsequent year.
M. The Bank shall have the right to deduct from all payments
under this Plan any federal or state taxes required by law
to be withheld with respect to such payments.
N. The Committee, with concurrence of the Board of Directors,
may terminate, amend, or modify this Plan at any time.
VI. SUMMARY OF SUPPLEMENTARY PLAN DOCUMENTS
A. Allocation of Incentive Plan Pool
Maximum %
Job Title of Pool
1. Chief Executive Officer 40%
2. Finance/Control Division Manager 30%
3. Trust Services Division Manager 15%
4. Sales/Marketing Division Manager 15%