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Exhibit 10.9

Western Alliance Bancorp
Alta Alliance Bank
Annual Bonus Plan 2009

Objective: The purpose of this Annual Bonus Plan is to provide incentives and rewards for superior performance in order to attract and retain highly qualified team members and to maximize financial performance so that Western Alliance Bancorp (WAL) will meet and exceed its goals.

Eligibility: Selected team members who are employed by WAL as of January 1 st of the Plan Year. Bonuses for team members hired after January 1 st but on or before September 30 th of a Plan Year will be prorated. Team members hired after September 30 th may be eligible the following Plan Year.

Effective Date: January 1, 2009. This Plan supersedes all others before it.

Frequency of Awards : Awards will be paid annually within 90 days after the end of the Plan Year. Participants must be employed at the payment date to receive any bonus compensation under this Plan.

Plan Administrator: WAL’s Incentive Compensation Committee will administer the Plan. This Committee is made up of WAL’s Chief Executive Officer, Chief Financial Officer, and Chief Administrative Officer.

How the Plan Works: Subject to the terms of the Plan, bonus calculations will be based on the following factors: 1) WAL’s EPS growth, 2) NET EARNINGS growth of individual bank, 3) Organic Deposit growth, and 4) QUALITY control (Regulatory exams, Internal Audits, Credit Quality). The focus on growing and increasing deposits will allow the Bank to continue making loans.

A Target bonus percentage expressed as a percent of Base Salary will be established for each Participant. A payout at the maximum level requires outstanding performance for the year in all components of the Plan.

Base Salary is defined as the Participant’s actual salary earned for the year which includes pay for regular hours worked plus paid holiday, sick, and vacation hours; earnings received while on a Leave of Absence are not included in this calculation.

A.

 

WAL’s EPS Performance is weighted 10% at the Bank level

This portion of the Plan measures the Corporations performance in EPS.

Adjustments maybe made to this calculation to account for miscellaneous gains or losses. For example, restructuring charges will be excluded and allocations will be normalized. The Incentive Compensation Committee may approve other adjustments.

 

1.

 

As soon as possible after the end of the Plan Year, the Finance Division will calculate WAL’s EPS.

 

 

2.

 

EPS will be calculated including acquisitions.

January 1, 2009 (as approved by the WAL Compensation Committee January 19, 2009)

 


 

WAL
Annual Bonus Plan

 

3.

 

The WAL EPS portion of the bonus will be calculated based on hitting the following EPS targets listed below:

 

 

 

 

Same targets for all affiliates

 

 

 

Growth in

 

Percent of Target

WAL EPS

 

Bonus Paid

Performance

 

(WAL Portion)

Less than $.20

 

No Bonus paid

Between $.20 to $.25

 

50% to 75%

Between $.25 to $.30

 

75% to 100%

Between $.30 to $.40

 

100% to 125%

Between $.40 to $.60

 

125% to 150%

 

 

B.

 

Net Income Performance is weighted 25%

 

 

 

 

This portion of the Plan measures the affiliate’s performance in Net Income. Net Income is defined as the Bank’s income after taxes:

 

 

 

 

(Net Interest Income + Non-interest Income) – (Non-interest Expense – Taxes) = Net Income

 

 

 

 

Adjustments will be made to this calculation to account for miscellaneous gains or losses. The Incentive Compensation Committee may approve other adjustments.

 

1.

 

As soon as possible after the end of the Plan Year, the Finance Division will calculate the Bank’s Net Income.