Exhibit 10.5
Amended and Restated NewAlliance Bank Executive
Incentive Plan
This
Amended and Restated NewAlliance Bank Executive Incentive Plan (the
“Plan”) is dated as of the 24th day of June, 2008 and
amends and restates that certain NewAlliance Bank Executive
Incentive Plan dated as of January 1, 2008.
Section 1.
Purpose of Plan
The
purpose of the Plan is to promote the success of the Bank by
providing all of the executive group of the Bank with opportunities
for cash payments based upon the attainment of specified annual
performance goals.
Section 2.
Definitions and Terms
2.1
Accounting Terms . Except as otherwise expressly provided or
the context otherwise requires, financial and accounting terms are
used as defined for purposes of, and shall be determined in
accordance with, generally accepted accounting principles, as from
time to time in effect, as applied and reflected in the
consolidated financial statements of the Bank, prepared in the
ordinary course of business.
2.2
Specific Terms. The following words and phrases as used
herein shall have the following meanings unless a different meaning
is plainly required by the context:
“Affiliate” means any entity controlled by or under common
control with the Bank, including the Corporation.
“Award” means any amount payable to a Participant as
determined in accordance with Section 5 hereof.
“Corporation”
means NewAlliance Bancshares,
Inc.
“Bank” means NewAlliance Bank and any
successor.
“Board” means the Board of Directors of NewAlliance
Bank
“Code” means the Internal Revenue Code of 1986, as
amended.
“Committee” means the Compensation Committee of the Board of
Directors of the Bank. The members of the Committee shall be
appointed from time to time by and shall serve at the discretion of
the Board. Compensation Committee members must be deemed an
“outside director” within the meaning of Section 162(m)
of the Code, a “non-employee director” within the
meaning of Rule 16b-3 under the
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Exchange Act, and an
“independent director” pursuant to New York Stock
Exchange Corporate Governance Standards in Section 303A.
“Exchange Act”
means the Securities Exchange Act of
1934, as amended.
“Financial Criteria”
has the meaning set forth in Section
5.4 hereof.
“Participant”
means an executive officer of the
Bank as defined in Rule 3b-7 of the Exchange Act.
“Peer Group” means the group of comparable publicly traded
bank holding companies selected by the Committee, from time to
time.
“Performance Goals”
has the meaning set forth in Section
5.5 hereof.
“Plan” means this Executive Incentive Plan of the Bank,
as amended from time to time.
“Plan Year” means the Bank’s fiscal year, unless
otherwise determined by the Committee or the Board. The initial
Plan Year is the year ended December 31, 2008.
“Termination of
Employment” means
the Participant ceasing to be employed by the Bank for any reason
whatsoever, voluntary or involuntary, other than by reason of an
approved leave of absence.
Section 3.
Effective Date; Term of the Plan
3.1
Effective Date. The Plan shall be effective as of January 1,
2008, but any payments under the Plan to Section 162(m)
Participants shall be contingent on the Plan’s approval by
the Bank’s shareholders at the 2008 annual meeting of
shareholders.
3.2
Expiration Date. Unless terminated earlier pursuant to
Section 11, the Plan will terminate on December 31,
2013.
Section 4.
Administration of the Plan
4.1
Power and Authority . The Plan shall be administered by the
Committee. Except as limited in the Plan, the Committee shall have
all of the express and implied powers and duties set forth in the
Plan and shall have full authority to interpret the Plan and to
make all other determinations deemed necessary or advisable for the
Plan’s administration, and shall otherwise be responsible for
the administration of the Plan in accordance with its terms. The
Committee shall have the authority to construe and interpret the
Plan (except as otherwise provided herein) and any agreement or
other document relating to any Award under the Plan, may adopt
rules and regulations governing the administration of the Plan, and
shall exercise all other duties and powers conferred on it by the
Plan, or which are incidental or ancillary thereto. Any decision,
determination or interpretation the Committee makes and each action
it takes pursuant to the Plan will be considered final, binding,
and conclusive for all purposes on all persons, including
Participants
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and their legal representatives,
and beneficiaries. No member of the Committee shall be liable for
any action or determination made in good faith, or upon the advice
of counsel, with respect to the Plan or any Award made under the
Plan.
4.2
Retention of Experts . The Committee may retain accountants,
attorneys, and other experts as it deems necessary or desirable in
connection with the administration of the Plan.
4.3
Delegation . The Committee may in its sole discretion,
delegate to management personnel of the Bank the authority to take
all such other steps deemed necessary, advisable or convenient for
the effective administration and record keeping of the Plan in
accordance with its terms and purposes.
Section 5.
Awards
5.1
Determination of Criteria for Awards. Within ninety (90)
days after the commencement of each Plan Year, the Committee shall
designate:
(a)
The
Financial Criteria that will apply to Awards to all Participants
for the Plan Year; and
(b)
The
Performance Goals the Bank must meet with respect to the Financial
Criteria designated for all Participants to earn the Awards for the
Plan Year and a payout matrix or formula for achievement of those
Performance Goals.
5.2
Financial Criteria. For each Plan Year, the Committee shall
designate financial criteria (the “Financial Criteria”)
for use in determining awards for Participants for that Plan Year.
Financial Cr
