EXHIBIT
10.15
UNITED BANCORP, INC.
UNITED BANK & TRUST
UNITED BANK & TRUST -WASHTENAW
STAKEHOLDER
INCENTIVE COMPENSATION PLAN
The Stakeholder Incentive Compensation Plan ("Plan") has been
adopted by the Board 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 Board of
Directors.
I. Purpose of the Plan
The Purpose of the Stakeholder Incentive Plan is to provide
incentives in the form of additional compensation to all co-workers
of UBI, UB&T and UB&T-W. The Plan is designed to reward
performance and support the concept that working as a team and
executing our goals will support the achievement of our financial
plan targets for the year, specifically including objectives for
the Net Income of UBI.
II. Definition of Terms
The following defined terms shall have the meanings set forth
below:
|
|
A.
|
"Compensation Committee" shall mean the compensation committee
of UBI.
|
|
|
|
|
|
|
|
|
B.
|
"Management Committee Participant" shall mean those Participants
who are duly appointed members of the UBI Management Committee.
|
|
|
|
|
|
|
|
|
C.
|
"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.
|
|
|
|
|
|
|
|
|
D.
|
"Plan Year" shall mean the calendar year, beginning with
calendar year 2009.
|
|
|
|
|
|
|
|
|
E.
|
"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
Stakeholder payouts will be based on UBI Net Income adjusted
annually by the Compensation Committee, with approval of the Board
of Directors.
The Plan protects the interest of shareholders by requiring the
attainment of specified levels of Net Income for 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 co-workers should be
awarded on an incentive basis which recognizes the contributions of
co-workers 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 IX, below.
V. Plan Participants
Participants in the Plan shall be all full and part-time
co-workers of UBI, UB&T and UB&T-W for all or a portion of
any Plan Year.
VI. Determination of Incentive
Compensation
Prior to the beginning of each Plan Year (or prior to February
1, 2009, for the first Plan Year), the Compensation Committee, with
approval of the Board of Directors, shall establish the following
standards for the Plan for the forthcoming Plan Year:
|
|
A.
|
The UBI Net Income targets. The UBI Net Income targets for the
Plan Year shall be adjusted annually.
|
|
|
|
|
|
|
|
|
B.
|
Attached and incorporated Exhibit A sets forth the percentage of
each Participant's base compensation which will be paid as
incentive compensation in accor
|
