Exhibit 10.5
The
NewAlliance Bank Executive Incentive Plan, as
Amended
The
NewAlliance Bank Executive Incentive Plan (the “Plan”)
as amended and restated in accordance with Compensation Committee
action and effective as of March 25, 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
1
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
2
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
Yea
