Executive Incentive Plan Last Updated: February 8,2006

EX-10.23 3 a06-1863_1ex10d23.htm MATERIAL CONTRACTS

Exhibit 10.23

 

First Community Bancorp

 

Executive Incentive Plan

Last Updated: February 8, 2006

 

PURPOSE

 

First Community Bancorp is the sponsor of this incentive plan (“the Plan”). First Community Bancorp and its subsidiaries (“the Company”) have designed the Plan to focus First Community Bancorp executives on achieving the annual business plan during a particular Performance Period. The Plan provides aggressive award opportunities and is intended to provide significant rewards to First Community Bancorp’s executive team for exceptional corporate performance.

 

APPROVAL AND ADMINISTRATION

 

The Plan has been approved by the Compensation, Nominating and Governance (“CNG”) Committee of the Board of Directors and will be administered by the Incentive Plan Committee (“the IP Committee”) which is comprised of First Community Bancorp’s CEO and executives reporting directly to the CEO. Generally, CEO compensation under the Plan will be determined by the CNG Committee or the Board, as determined by the Board; the CEO and Executive Vice President, Human Resources (“HR Director”) will administer compensation under the Plan for the employees in salary grades 2, 3 and A; compensation under the Plan for employees in salary grades B and below will be administered by the HR Director along with the member of the IP Committee who is such employee’s direct or indirect manager.

 

The IP Committee will recommend to the CNG Committee, for their approval as early in the Performance Period as possible: the Plan Participants; Plan Performance Measures; Performance Measure Weights; Achievement Levels and corresponding Award Opportunities; provided, however, that the CNG Committee shall determine the Plan Performance Measures, Performance Measure Weights, Achievement Levels and corresponding Award Opportunities for Plan Participants who are members of the IP Committee. At the end of the Performance Period, the IP Committee will review achievements against Performance Measures, present results and recommend Awards to the CNG Committee for their approval; provided, however, that the CNG Committee will review achievements against Performance Measures for members of the IP Committee. In evaluating any such Awards, the CNG Committee shall do so outside the presence of management, except the CNG Committee may request the presence of the CEO when considering Awards to members of executive management other than the CEO. Notwithstanding any recommendations from the IP Committee, the CNG Committee will be solely responsible for determining and granting any Awards pursuant to the Plan.

 

Interpretation and application of the Plan to a particular circumstance will be made by the CNG Committee in its sole discretion. Subject to any authority granted to the full Board of Directors or a committee of the independent directors thereof, the CNG Committee has the sole and absolute power and authority to make all factual determinations, construe and interpret terms and make eligibility and Award determinations in accordance with its interpretation of the Plan.

 



 

ELIGIBILITY

 

Executives in salary grades 1, 2, 3, A, and B are eligible for participation in the Plan. The IP Committee will review those eligible and recommend Participants to CNG Committee for their approval. Notwithstanding the foregoing, the IP Committee may recommend executives in salary grade C for participation in the Plan on an exception basis subject to approval by the CNG Committee.

 

PARTICIPANT

 

An individual who has been recommended for participation in the Plan by the IP Committee and approved by the CNG Committee is a Participant.

 

PERFORMANCE MEASURES

 

The IP Committee will select one to two Performance Measures for the Plan for approval by the CNG Committee. All Performance Measures will be key indicators of financial performance. For each Performance Measure, a Performance Target will be set that will be used to gauge the Achievement Level.

 

Each Performance Measure will operate independently i.e. it is possible for one Performance Measure to generate an Award Opportunity and not the other; likewise, it is possible for one Performance Measure to be achieved at a higher level than the other. Performance Measures will be individually weighted i.e. one Performance Measure may be counted more heavily in calculating Awards than the other. Weights for each Performance Measure will be recommended at the beginning of the Performance Period by the IP Committee for approval by the CNG Committee; however, the CNG Committee will retain absolute authority over the selection and weights accorded to any Performance Measures. Achievement Levels, representing a percentage of a Performance Target, will be established for each Performance Measure along with corresponding Award Opportunities.

 

ACHIEVEMENT LEVELS AND AWARD OPPORTUNITIES

 

Achievement Levels and Award Opportunities for any Performance Period as approved by the CNG Committee are set forth below, and are expressed as a percentage of base salary. The table shows achievement of various levels of the established Performance Measure, as a percentage of the Performance Target, during a Performance Period and illustrates the corresponding and maximum Award Opportunity at each specified Achievement Level. Mathematical interpolation will be used to calculate Awards for achievement between the levels established below.

 

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Performance Period:  January 1, xxxx – December 31, xxxx

 

Overall Performance Measure:        

 

Performance Target: $      

 

 

 

 

 

 

 

Achievement Level (% of Target)

 

90%

 

100%

 

Over 100%

Award Opportunities

 

 

 

 

 

 

CEO First Community Bancorp (Grade 1)

 

60% of Base $

 

100% of Base $

 

CNG / Board Discretion

Other Executives (Grades 2, 3 and A)

 

50% of Base $

 

80% of Base $

 

CNG / CEO Discretion

 

 

 

 

 

 

 

Achievement Level (% of Target)

 

90%

 

100%

 

Over 100%

Award Opportunities

 

 

 

 

 

 

Key Contributors (Grades B)

 

10% of Base $

 

30% of Base $

 

CEO/IP Discretion

Other Key Officers (Grade C)

 

10% of Base $

 

20% of Base $

 

30% of Base $

 

The Performance Measure and Performance Target for the current Performance Period, as approved by the CNG Committee, along with corresponding Award Opportunities, are set forth on Exhibit A.

 

AWARDS

 

Awards under the Plan based upon achievement of Performance Measures and will be submitted by the IP Committee to the CNG Committee for approval; provided, however, that the CNG Committee shall determine and approve Awards for members of the IP Committee. Any Award payable to the CEO shall be subject to the approval of the CNG Committee and/or the Board of Directors, as determined by the Board.

 

For purposes of the Plan, salary means annual base salary in effect at the end of the Performance Period. Awards will be made through the payroll system, minus legally required and authorized deductions. Awards under the Plan shall be considered eligible compensation for purposes of employee benefit calculations in each case where permitted under the relevant employee benefit plan.

 

In addition to all other eligibility provisions described herein, Awards for individuals who are Participants for less than a full Plan Year will be prorated using Participant’s actual base salary paid during the time of participation in the Plan. Awards for Participants who leave First Community Bancorp during a Plan Year due to retirement, total and permanent disability or death will be prorated using the same method.

 

To be eligible to receive an Award under the Plan, a Participant must have a performance descriptor of “Achieves Expectations” or better for the Performance Period.

 

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ADJUSTMENTS

 

Performance Measures, Achievement Levels and Award Opportunities may be adjusted during the Plan Year only upon approval by the CNG Committee as it deems appropriate. It is anticipated that such adjustments will be made infrequently and only in the most extraordinary circumstances.

 

Because the Plan has aggressive Award Opportunities intended for use with below market base salaries, some adjustments may need to be made to Awards to recognize the fact if some Participant base salaries are currently above market. In such cases, the CNG Committee may reduce an Award as it deems appropriate to achieve a reasonable level of total compensation for each participant.

 

PAYMENT OF AWARDS

 

Awards will be paid as soon as administratively feasible after review of performance against targets and approval by the CNG Committee. To be eligible for Award payment, a Participant must have been an employee of First Community Bancorp for at least three months and be an employee of First Community Bancorp on the date that Awards are paid or have left First Community Bancorp during the Performance Period due to retirement, total and permanent disability or death.

 

Participants otherwise eligible to receive an Award and who were assigned to different parts of the organization during the Performance Period will have their Award calculated based upon the part of the organization they are in at the end of the Performance Period and the Performance Targets achieved by that group for the Performance Period.

 

NO RIGHT OF ASSIGNMENT

 

No right or interest of any Participant in the Plan is assignable or transferable. In the event of a Participant’s death, payment of any earned but unpaid Awards will be made to the Participant’s legal successor, if not prohibited by law.

 

NO RIGHT OF EMPLOYMENT

 

The Plan does not give any employee any right to continue in the employment of First Community Bancorp and does not constitute any contract or agreement of employment or interfere in any way with the right the organization has to terminate such person’s employment. First Community Bancorp is an “at will” employer and as such, can terminate an employment relationship between itself and any of its employees at will, with or without cause, and with or without notice.

 

AMENDMENT OR TERMINATION OF THE PLAN

 

First Community Bancorp reserves the right to change, amend, modify, suspend, continue or terminate all or any part of the Plan either in an individual case or in general, at any time without notice.

 

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Exhibit A

 

Performance Period:  January 1, 2006 – December 31, 2006

 

Overall Performance Measure: EPS

 

Performance Target:       

 

 

 

Achievement Level (% of Target)

 

90%

 

100%

 

Over 100%

Award Opportunities

 

 

 

 

 

 

CEO First Community Bancorp (Grade 1)

 

60% of Base $

 

100% of Base $

 

CNG/Board Discretion

Other Executives (Grades 2, 3 and A)

 

50% of Base $

 

80% of Base $

 

CNG/CEO/IP Discretion

 

 

 

 

 

 

 

Achievement Level (% of Target)

 

90%

 

100%

 

Over 100%

Award Opportunities

 

 

 

 

 

 

 

 

 

 

 

 

 

Key Contributors (Grades B)

 

10% of Base $

 

30% of Base $

 

CEO Discretion

Other Key Officers (Grade C)

 

10% of Base $

 

20% of Base $

 

30% of Base $

 

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