Performance or other period until maturation or payout
Estimated future payments under non-stock price-based plan(1) (2)
Threshold ($) (3)
Maximum ($) (3)
Jeffrey W. Taylor
Bruce W. Taylor
J. Christopher Alstrin(4)
Under the terms of the Long Term Incentive Plan (LTIP), participants receive a contribution into the plan based upon achievement of performance goals as set by the
Compensation Committee. Performance goals for the 2004 plan year were based on the level of Bank net income and the Banks return on average assets compared to the return on average assets of a peer group of similar banks. Upon achievement of
the specified performance goals the Compensation Committee will authorize the contribution into the LTIP. At the close of each given year, each participant is entitled to 30% of his cumulative account balance, which is to be paid out during the
first quarter of the following year.
In 2004, the Compensation Committee approved a new LTIP design for the plan years 2005 to 2007 and terminated the existing LTIP plan design at the end of 2004. During the first
quarter of 2005, outstanding LTIP account balances were paid to LTIP participants. Beginning with the 2005 plan year, only Jeffrey W. Taylor and Bruce W. Taylor are eligible to participate in the LTIP. The Compensation Committee established the
performance criteria for LTIP for the 2005 plan year as the Companys diluted earnings per share and return on average equity. Jeffrey W. Taylor and Bruce W. Taylor are each eligible to receive a targeted amount of $400,000 in LTIP
contributions with a minimum amount of $0 and a maximum amount of $1,000,000 for the plan year 2005.
The performance criteria established for the 2004 plan year allow for varying payouts based upon the Banks net income and return on average assets as compared to a peer group
of similar banks. Contributions levels to the LTIP can increase or decrease at a faster rate as actual Bank net income and return on average assets relative to peers is greater or less than the targeted amounts. Minimum and maximum amounts of LTIP
contributions included in the table are based upon anticipated ranges of Bank net income and return on average assets relative to peers. If the actual performance of either of the two aforementioned criteria is not within the anticipated range, the
actual LTIP contribution amount could be higher or lower than the minimum or maximum amount listed above. No limits are placed on the actual amount of LTIP contributions.
Mr. Alstrin was not eligible for a LTIP contribution in the 2004 plan year because of this resignation as an officer of the Company effective as of March 16, 2004.
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