Tower Bancorp, Inc. CEO Incentive Plan (2011) for Andrew Samuel
This agreement outlines the 2011 incentive plan for Andrew Samuel, CEO of Tower Bancorp, Inc. The plan provides a bonus opportunity based on the company's financial performance, return on equity, and achievement of strategic objectives. Bonus amounts range from 25% to 75% of base pay, depending on performance levels. To qualify, the CEO must be employed at payout, achieve satisfactory regulatory ratings, and meet a minimum performance level. The company may change or end the plan at any time without notice.
Exhibit 10.1
Tower Bancorp, Inc.
CEO INCENTIVE PLAN
2011
Eligible Executive: CEO – Andrew Samuel
Plan Features: 100% Holding Company Performance for the year ending December 31, 2011
Award Date: March, 2012
Total incentive bonus opportunity is 25% of base pay earnings at threshold, 50% of base pay earnings at target and 75% of base pay earnings at optimum.
Holding Company Adjusted Core Operating Earnings Per Share (40%)
| • | Adjusted Core Operating Earnings are defined as GAAP net income less merger expense and other non-recurring items as publicly reported, and further excluding all additional losses and restructuring charges incurred in connection with the wind down and restructuring of the American Home Bank Division in 2011. |
| Target = $1.86 | Bonus % (of base pay) | |
| Threshold ³80% ($1.49) | Up to 10% | |
| Target ³100% ($1.86) | Up to 20% | |
| Optimum ³110% ($2.04) | Up to 30% |
Adjusted Core Operating Return on Tangible Equity (30%)
| • | Calculated based on Adjusted Core Operating Earnings, defined as GAAP net income less merger expense and other non-recurring items as publicly reported, and further excluding all additional losses and restructuring charges incurred in connection with the wind down and restructuring of the American Home Bank Division in 2011. |
| Target = 9.7% | Bonus % (of base pay) | |
| Threshold: ³80% (7.8%) | Up to 7.5% | |
| Target: ³100% (9.7%) | Up to 15% | |
| Optimum: ³110% (10.7%) | Up to 22.5% |
| * | This plan may be altered, modified, or terminated at any time and without notice. |
Achievement of Strategic Objectives (30%)
| • Enhance brand profile of TOBC Stock
• Successfully negotiate and execute on key strategic opportunities
• Recruit and develop talent for key leadership positions
• Effectively manage balance sheet to ensure strong capital profile
• Achieve Best Place to Work recognition | Bonus % (of base pay) | |
| Threshold = Satisfactory | Up to 7.5% | |
| Target = Meets Expectations | Up to 15% | |
| Optimum = Exceeds Expectations | Up to 22.5% |
Qualifiers:
| • | Must achieve satisfactory rating on all regulatory exams. |
| • | Executive must be employed on the date of payout. |
| • | Executive must achieve a rating of “Good” (3) or higher performance level. |
| * | This plan may be altered, modified, or terminated at any time and without notice. |
