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EXHIBIT (10)-1
THE BANK
MANAGEMENT INCENTIVE COMPENSATION PLAN
Article I
Establishment and Purposes
1.1 This document establishes and describes the Management
Incentive
Compensation Plan established by the Board of Directors of The
Banc
Corporation at its meeting on April 20, 2005. This Plan is
effective
for Plan Years beginning January 1, 2005 and will continue
until
amended or terminated by this Board or its successor Board.
1.2 Purposes of the Plan are as follows:
a. To maximize shareholder value of The Banc Corporation and
its
subsidiaries and affiliates, through consistent
profitability
and growth and other established goals and objectives.
b. To reward individual participants whose responsibilities
may
significantly impact the success of the organization.
c. To promote communication, teamwork and individual
motivation.
d. To support the annual strategic and business planning
process
and achievement of both corporate and personal goals.
e. To permit senior managers an opportunity to earn total
cash
compensation competitive with other similar employers.
Article II
Plan Definitions
2.1 "The Plan" means the Management Incentive Compensation Plan
as
described in this document.
2.2 "Award Payment" means the cash compensation which will be
paid to a
Participant for achievement of Personal and Corporate
Performance
objectives utilizing the guidelines and procedures described in
this
document.
2.3 "Award Date" means the date, normally prior to March 15
after the end
of the fiscal year, on which awards for prior year performance
are
awarded.
2.4 "Base Salary" means the periodic compensation paid on a
regular basis
prior to withholdings or consideration of any other
incentives,
perquisites, etc.
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2.5 "Compensation Committee" means those members of the Board of
Directors,
designated by resolution of the full board, who jointly
administer and
interpret the Plan and approve all Award Payments. The decisions
of
this committee are binding unless amended by approval of the
full Board
of Directors.
2.6 "Participant" means those senior officers of The Banc
Corporation and
its subsidiaries or affiliates, who are recommended by the
Chief
Executive Officer, and approved by the Compensation Committee,
to
participate in the Plan during a Plan Year. Participants are
selected
to participate for one year only and must be re-approved for
participation in subsequent Plan Years.
2.7 "Plan Year" means a designated twelve-month period for which
an
incentive award may be granted. For the calendar year 2005, Plan
Year
will be the period of time beginning January 1 and ending
December 31.
Thereafter, a Plan Year shall begin January 1 and end on
December 31.
2.8 "Personal Performance" means a Participant's specific
achievements
during a Plan Year compared to designated objectives
established
jointly with his/her supervising officer.
2.9 "Corporate Performance" means The Banc Corporation's
specific
achievements during a Plan Year compared to designated
corporate
objectives established by the Compensation Committee.
2.10 "Potential Award" means the aggregate percent, based upon
achievement
of designated annual corporate objectives, which will determine
the
range of Award Payments which may be earned by each
Participant.
Article III
Participation
3.1 Participants will be informed of their participation prior
to February
15 of a Plan Year unless they are sel
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