Article 5.02 Departure of directors or certain officers; Election of directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The board of directors of ChoiceOne Financial Services, Inc. (“ChoiceOne”) has approved ChoiceOne’s 2022 Incentive Plan, in which named executive officers participate. The 2022 Incentive Plan provides for the award of short-term annual cash awards and the award of long-term equity awards in the form of restricted stock units, in each case in amounts based on the achievement of certain ChoiceOne historical performance measures such as asset growth, asset return and asset quality. The fixed-term restricted share units granted under the 2022 incentive plan vest in full upon completion of a three-year service period. Performance-based restricted share units awarded under the 2022 Incentive Plan vest in full upon achievement of the relevant performance metric (three-year cumulative earnings per share) at maximum levels (125%), target (100%) and threshold (75%) and the completion of a service period of three years. No performance-based restricted share units will vest below the threshold.
Incentive targets for 2022 have been established to provide competitive compensation against market data and peer groups. The incentive goals as a percentage of salary for each of ChoiceOne’s Named Executive Officers are as follows:
Restricted Stock
Cash Units
Kelly J. Potes 40% 30%
Michael J. Burke Jr. 35% 20%
Adom J. Greenland 30% 15%
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