GOALS Performance Measures (Basic) Earnings Per Share (75%)
Exhibit 10.1
Juniata Valley Financial Corp
EXECUTIVE ANNUAL INCENTIVE PLAN
Exhibit A – Participation
Plan Year 2012
(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 – Marcie Barber – President and Chief Executive Officer
Category 2 – JoAnn McMinn – Executive Vice President and Chief Financial Officer
Category 3 – Donna Holmes – SVP-Credit Administration Division Manager
Steven Kramm – SVP-Operations/Technology Division Manager
Corbett Monica – SVP – Loan Division Manager
Donald Shawley – SVP-Trust and Investment Management Division
Patricia Yearick – SVP-Community Banking Division
Juniata Valley Financial Corp
EXECUTIVE ANNUAL INCENTIVE PLAN
Exhibit B – Bank Performance Factors and Award Schedule
Plan Year 2012
Category 1 – CEO Position
GOALS
Performance Measures
(Basic) Earnings Per Share (75%)
| Threshold | Target | Optimum | ||
| $1.04 | $1.10 | $1.21 | ||
| Return on Average Equity (25%) | ||||
| Threshold | Target | Optimum | ||
| 8.59% | 9.04% | 9.94% | ||
| Awards (% of Base Pay) | ||||
| Threshold | Target | Optimum | ||
| 12% | 20% | 30% | ||
Parameters
1. Company measures will be 75% EPS and 25% 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 as total base pay for the applicable plan year.
Juniata Valley Financial Corp
EXECUTIVE ANNUAL INCENTIVE PLAN
Exhibit B – Bank Performance Factors and Award Schedule
Plan Year 2012
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 Meet | Meets Minimal | Meets | Exceeds Some | Exceeds Most | ||||||||||||||||
| Award as a % of pay | 0 | % | 2-2.5 | % | 4-6 | % | 6-7 | % | 8-10 | % | ||||||||||
Notes:
| 1. | Bank must achieve minimum of $1.04 EPS and 8.59% 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 2012
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 Meet | Meets Minimal | Meets | Exceeds Some | Exceeds Most | ||||||||||||||||
| Award as a % of pay | 0 | % | 2-2.5 | % | 4-6 | % | 6-7 | % | 8-10 | % | ||||||||||
Notes:
| 1. | Bank must achieve minimum of $1.04 EPS and 8.59% ROAE to generate any payment. |
| 2. | Bank performance between ROAE and 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. |
