Management Incentive Compensation Plan, as amended

Exhibit 10.1

AMES NATIONAL CORPORATION

Ames, Iowa

May 8, 2024

MANAGEMENT INCENTIVE COMPENSATION PLAN

PURPOSE: In the belief that properly motivated and compensated senior officers of Ames National Corporation (the "Company") or its affiliate banks (a "Bank") can be encouraged to produce superior results, this Management Incentive Compensation Plan (the "Plan") outlines a performance formula to guide the Company and Bank Personnel Committees in making their recommendations to the Company Board or the Bank Board, as applicable, with respect to Deferred Salary and Performance Awards to be granted to a limited number of Senior Officer Participants. Capitalized terms used in this Plan, unless defined when first used, shall have the definitions given to such terms in Attachment 1 hereto.

PLAN:                  A portion of the Annual Salary of each Senior Officer Participant, referred to herein as "Deferred Salary", will be deferred each six months until earned or forfeited based on Bank performance as more fully described in Attachment 2 hereto. The Deferred Salary may be adjusted based on Bank performance. In addition, Performance Awards may be granted to a Senior Officer Participant. Details are outlined in the following attachments:

CLAWBACK POLICY: This Plan, and any Deferred Salary and/or Performance Award paid to a Senior Officer Participant pursuant to the terms of this Plan, shall be subject to the Clawback Policy adopted by the Company Board to the extent that such Senior Officer Participant qualifies as a “Covered Executive” for purposes of the Clawback Policy.

CONCLUSION: While this Plan attempts to capture the significant features bearing on the recommendations which a Committee is called upon to make, it is, however, only a guide and nothing contained herein shall constitute a right or privilege of any Senior Officer Participant or other personnel. Each Committee reserves the right to consider other factors, which it deems pertinent, in making compensation recommendations with respect to the Senior Officer Participants for which it is responsible. Nevertheless, the incentives in this Plan are a strong motivation for the Senior Officer Participants to increase earnings and enhance shareholder value.

Attachment 1

DEFINITIONS

ADJUSTED NET INCOME is determined as follows:

Net Income of a Bank

ADJUSTED R.O.A. is the Adjusted Net Income of a Bank as described above divided by Average Assets of the Bank on an annualized basis. This corresponds to the Adjusted Net Operating Income on the Uniform Bank Performance Report. That report also includes a line reflecting the influence of Sub Chapter S banks.

ANNUAL SALARY means the total salary to be paid to a Senior Officer Participant as divided between base salary and Deferred Salary.

AVERAGE ASSETS are the daily average assets of a Bank for the two calendar quarters.

AWARD PERCENTAGE ALLOCATION is the percentage of the Performance Award to be allocated to a Senior Officer Participant as authorized by the Board on the recommendation of its respective Committee. The Award Percentage Allocation is also used in determining Deferred Salary. The maximum Award Percentage Allocation for any Senior Officer Participant is 40%.

BANK BOARD means the Board of Directors of a Bank.

BANK PERSONNEL COMMITTEE means the Personnel Committee of a Bank Board.

BOARD means either the Company Board with respect to Senior Officer Participants who are employees of the Company or a Bank Board with respect to Senior Officer Participants who are employees of a particular Bank.

COMMITTEE means either the Company Personnel Committee with respect to Senior Officer Participants who are employees of the Company or a Bank Personnel Committee with respect to Senior Officer Participants who are employees of a particular Bank.

COMPANY BOARD means the Board of Directors of the Company.

COMPANY PERSONNEL COMMITTEE means the Personnel Committee of the Company Board.

PERFORMANCE AWARD is the amount to be allocated to the Senior Officer Participants of the Company or a Bank, as applicable, as authorized by the Board on the recommendation of its respective Committee.

SENIOR OFFICER PARTICIPANTS are those key senior officers (designed by each Board based on the recommendation of its respective Committee) who have been given an Award Percentage Allocation and who accept the Deferred Salary arrangement established under this Plan. The Senior Officer Participants at a Bank will normally include senior officers whose decisions directly influence operating results. The Senior Officer Participants at the Company will normally include the Chief Executive Officer and Chief Financial Officer of the Company and other key members of the Company's management team whose decisions directly influence operating results.

Attachment 2

DEFERRED SALARY

A portion of the Annual Salary of each Senior Officer Participant shall be deferred (withheld) until earned or forfeited based on Bank performance. The amount to be deferred for each Senior Officer will be determined semi-annually (i) first, for the six month period from January 1 to June 30 (the “First Period”), and (ii) second, for the six month period from July 1 to December 31 (the “Second Period”, with the First Period and the Second Period each being referred to as a “Period”). The Deferred Salary for each Period will be an amount equal to $100 for each million dollars in Average Assets of the Bank for the Period multiplied by the Award Percentage Allocation established for the Senior Officer Participant for the year. The amount of the Annual Salary and the Award Percentage Allocation for each Senior Officer Participant shall be established by the Board, based on the recommendation of the Committee, prior to the commencement of each calendar year.

Deferred Salary for each Period will be paid, to the extent earned under the terms of this Plan based on actual Bank performance, (i) on or about December 15 for the First Period, and (ii) on or about June 15 of the following year for the Second Period of the previous year.

Attachment 3

PLAN FORMULA

Each Committee will forward recommendations to its respective Board for payment of Deferred Salaries and Performance Awards to its Senior Officer Participants so that authorized payments may be made on or about June 15 and December 15. The recommendations will be based on Bank performance during the First Period and the Second Period, as applicable. The Plan formula provides for a Performance Award up to 10% of the difference between the actual Adjusted Net Income of a Bank for each Period (not to exceed the Cap or Floor) and the Adjusted Net Income at the Threshold Level R.O.A. If the final amount is positive (i.e., the actual Adjusted Net Income is greater than Adjusted Net Income at the Threshold Level R.O.A.), all Deferred Salary will be earned and a Performance Award will be paid out. If the final amount is negative (i.e. the actual Adjusted Net Income is less than Adjusted Net Income at the Threshold Level R.O.A.), there will be a deduction from the Deferred Salary and no Performance Award will be paid out. The formula is as follows:

The Performance Award to be paid to each Senior Officer Participant is determined by multiplying the total Performance Award (Line 4) by the Award Percentage Allocation established for Senior Officer Participant.

Attachment 4

THRESHOLD, CAP AND FLOOR LEVELS

The report of the Committee to the Board each November shall include a recommendation for the Plan criteria applicable to each Bank for the next calendar year.

BANK R.O.A. LEVELS

Attachment 5

COMPANY SENIOR OFFICERS

The calculation for determining Deferred Salary and Performance Awards for the Participating Senior Officers employed by the Company will be similar to that detailed in Attachments 1-4 with the following deviations: