EXHIBIT 10.1
UNITED BANCORP, INC.
UNITED BANK & TRUST
UNITED BANK & TRUST - WASHTENAW
MANAGEMENT COMMITTEE INCENTIVE COMPENSATION PLAN
This Management Committee Incentive
Compensation Plan (“Plan”) has been adopted by the
Boards of Directors of United Bancorp, Inc. (“UBI”),
United Bank & Trust (UB&T) and United Bank & Trust
– Washtenaw (“UB&T-W”) to be effective on and
after January 1, 2009, and until amended or terminated by the
Boards of Directors.
The Purpose of the Plan is to provide
incentives in the form of additional compensation to those
employees of UBI, UB&T and UB&T-W, who are members of the
Management Committee and other designated key
employees. The Plan is designed to reward performance
which significantly contributes to the attainment of the business
objectives of UBI, UB&T and UB&T-W, specifically including
objectives for the Net Income and Return on Equity of UBI.
II. Definition of
Terms .
The following defined terms shall have the
meanings set forth below:
|
|
|
“Compensation Committee” shall
mean the compensation committee of UBI.
|
|
|
|
|
|
|
|
|
B.
|
“Net Income” shall mean the net
income of UBI (as applicable) as determined by the certified public
accounting firm retained by UBI to audit its books and records for
the applicable Plan Year, provided that the Compensation Committee
may in its discretion make any adjustments it deems appropriate to
reflect extraordinary events that may otherwise result in
distortions of Net Income as intended for purposes of this
Plan.
|
|
|
|
|
|
|
|
|
C.
|
“Plan Year” shall mean the
calendar year, beginning with calendar year 2009.
|
|
|
|
|
|
|
|
|
D.
|
" Return On Equity” and
“UBI ROE” shall mean UBI’s Net Income after
income taxes, divided by average equity capital, all as determined
by the certified public accountants retained by UBI to perform its
audit for the applicable Plan Year, provided that the Compensation
Committee may in its discretion make any adjustments it deems
appropriate to reflect extraordinary events that may otherwise
result in distortions of UBI ROE as intended for purposes of this
Plan.
|
|
|
|
|
|
|
|
|
|
“SEO” shall mean each senior
executive officer, which shall include only the principal executive
officer of UBI, the principal financial officer of UBI, and each of
the other three (3) most highly compensated executive officers of
UBI
|
|
|
|
|
and its controlled group, as determined
according to the requirements in Item 402 of Regulation S-K under
the federal securities laws by reference to total compensation for
the last completed fiscal year, without regard to whether the
compensation is includible in gross income. Until the
compensation data for the current fiscal year are available, UBI
shall make its best efforts to identify the three most highly
compensated executive officers for the current fiscal year.
“Executive officer” has the same meaning as defined in
Rule 3b-7 of the Securities Exchange Act of
1934. “Controlled group” has the same
meaning as defined in Section 414(b) and (c) of the Internal
Revenue Code, but only taking into account parent-subsidiary
relationships.
|
|
III. General
Description .
Compensation awards will be based on UBI
Return on Equity and Net Income adjusted annually by the
Compensation Committee, with approval of the Boards of
Directors.
The Plan protects the interest of shareholders
by requiring the attainment of specified levels of Net Income and
Return on Equity by UBI, thus aligning the interests of
shareholders and Participants in the Plan.
The Plan is evidence of UBI’s commitment
to the philosophy that a portion of the total compensation of its
Management Committee employees should be awarded on an incentive
basis which recognizes the contributions of key individual
employees to the success of UBI. The Plan is UBI’s
method of providing that incentive compensation on an equitable
basis.
IV. Administration
.
The Compensation Committee has the
responsibility to interpret, administer, and amend the Plan. The
determination of the Compensation Committee with respect to the
construction, interpretation and administration of the Plan shall
be final and binding on all parties, subject to the provisions of
the Claims and Claims Review Procedure set forth in paragraph X,
below.
V. Plan Participants
.
Participants in the Plan shall be only those
employees of UBI, UB&T and UB&T-W who are duly appointed
members of the Management Committee and other designated key
employees for all or a portion of any Plan Year.
Employees who become members of the Management
Committee and other key employees designated to participate in the
Plan during a Plan Year may become Participants in the Plan o
