In setting the Budget for each Bank, Organic Deposit Growth Goals will be established.

As soon as possible after the end of the Plan Year, the Finance Department will measure the Actual Organic Deposit Growth results for the Bank. Adjustments may be made to these calculations to account for staff transfers, windfalls, etc.

Following are the definitions/calculations on which this portion of the bonus will be based:

A calculation will be made for the Bank Growth in Organic Deposits (15% of target).

Calculation: The percent of Target bonus paid for Organic Deposit Growth will each be calculated based on the following schedule:

 

Less than <9%

 

Between 9% — 12%

 

Between 12% — 15%

 

Between 15% — 19%

 

Between 19% — 23%

In order to receive more than 100% of the Organic Deposit growth portion of the bonus:

Bank must achieve a growth of at least 15% plus in Organic Deposits to pay more than 100% for the goal being measured, and

Participant must meet individual goals in this respective area.

In setting the Budget for each Bank, Loan Growth Goals will be established.

As soon as possible after the end of the Plan Year, the Finance Department will measure the Actual Loan results for the Bank. Adjustments may be made to these calculations to account for staff transfers, windfalls, etc.

Following are the definitions/calculations on which this portion of the bonus will be based:

A calculation will be made for the Bank Growth in Total Loans (15% of target).

Calculation: The percent of Target bonus paid for Loan will each be calculated based on the following schedule:

 

Less than <6%

 

Between 6% — 8%

 

Between 8% — 10%

 

Between 10% — 13%

 

Between 13% — 16%

In order to receive more than 100% of the Loan growth portion of the bonus:

Bank must achieve a growth of at least 10% plus in Loans to pay more than 100% for the goal being measured, and

Participant must meet individual goals in this respective area.

 

Less than <1.20%

 

Between 1.20% — 1.25%

 

Between 1.25% — 1.30%

 

Between 1.30% — 1.35%

 

Between 1.35% — 1.40%

 

Less than <1.40%

 

Between 1.40% — 1.45%

 

Between 1.45% — 1.50%

 

Between 1.50% — 1.55%

 

Between 1.55% — 1.60%

 

Less than <2% for year

 

Less than <3% average of 4 Q ends for year

Quality control refers to the effectiveness of the Corporation’s regulatory examinations, internal audits.

Quality Control will be measured in the following two areas:

All Regulatory Examines (5%) must be level 2 or better

Internal Audits (5%) must be at least passing

The maximum pay out on this quality control is 100%

Participants must meet individual loan and organic deposit production goals, if assigned, or their total bonus may be reduced or eliminated.

The aggregate total of the bonuses paid to Participants in each Bank cannot exceed 20.0% of the Net Income for that Bank. If it does, the payments will be pro-rated and re-calculated as a percent of the actual Net Income of the Bank.

A participants bonus may be reduced or eliminated if in the discretion of Management, i) the department’s loan review and/or audits are rated below satisfactory and/or not adhering to safety, soundness, and approved operational procedures, ii) any participant, their branch or department earns a rating of less than “Satisfactory,” iii) the department’s credit underwriting and/or portfolio management practices are rated below “Satisfactory” and/or not adhering to safety and soundness, or iv) the participant, their branch or department has not contributed adequately to the financial results attributed to them.

With the approval of the Incentive Compensation Committee, a participant’s bonus may be increased over his/her assigned Target bonus percentage in order to recognize extraordinary performance. The Division Executive will provide written documentation to the Incentive Compensation Committee to support the recommendation.

This is a discretionary bonus plan and, in order to receive payment of any bonus under this Plan, the participant must be employed by the Bank at the time payment is made, which will be no later than March 15th.

Designation as a Participant in the Plan does not create a contract of employment for any specified time, nor shall such act to alter or amend the Bank’s “at-will” policy of employment.

If any Participant’s performance is rated as falling below job expectations or as less than satisfactory at any time during the Plan Year, or if the Participant is subject to any written disciplinary action, the bonus payment will be reduced or eliminated.

Participants who transfer during the year will participate in the Plan applicable to the department they are in at year-end. If extenuating circumstances arise, exceptions to this policy will be considered on a case by case basis.

A change in officer title occurring during the year will not change the target bonus percentage.

Awards will be paid through the normal payroll process to participants. All awards will be subject to applicable taxes. Awards do not constitute commissions or additional wages, and Participants have no vested interests in the benefits of the Plan, except as expressly provided for herein.

Awards under this Plan will be used in calculating covered earnings for benefit purposes for the 401(k) and Life Insurance Plans but not for Long Term Disability Insurance.

Timely and accurate completion of all business plans, reports, budgets and other planning exercises is required for payment under the Plan.

Acknowledgment from the HR Department that offices and officers have conformed to bank policy in timeliness of annual reviews, controllable turnover, and all other areas of HR administration is required for payment under this Plan.

Performance measurements and statistics will be based on calculations completed by the Finance Division of WAL. Any questions about the results or the bonus calculations must be submitted to the Plan Administrator within 30 days after the calculations have been completed and published, after which time no inquiries will be considered.

Management retains the right in its sole discretion to adjust bonuses to reflect “windfall” changes (i.e., transfer of unusually large accounts or loans between offices, etc.).

Participants are eligible to participate in only one annual bonus plan (could also be paid out quarterly), and Management has the discretion to assign any team member to the particular plan it deems appropriate.

 

Deposit Growth Achieved

 

% of Deposit Target Bonus Paid

 

See table on page 2

 

Loan Growth Achieved

 

Loan Growth Target Paid

See table page 3

 

ROA Growth Achieved 1^st 6 months

 

ROA Growth Target Paid

See table page 4

 

ROA Growth Achieved 2^nd 6 months

 

ROA Growth Target Paid

See table page 4

 

Net Charge Offs achieved

 

% of Goal Paid

 

NPA percentage achieved

 

% NPA Goal Paid

Regulatory Examines (5%) (level 2 or better achieved, pass/fail)

Internal Audits (5%) (passing grade on all internal audits, pass/fail)