EXHIBIT
10.14
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.
I. Purpose of the Plan .
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:
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A.
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"Compensation Committee" shall mean the compensation committee
of UBI.
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B.
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"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.
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C.
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"Plan Year" shall mean the calendar year, beginning with
calendar year 2009.
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D.
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"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.
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E.
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"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
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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.
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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 ot
