ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
There follows a brief description of the terms and conditions of the Employment Agreement. Unless defined herein, capitalized terms have the meaning given them in the Employment Agreement, a copy of which is attached as Exhibit 99.1, and incorporated herein by reference.
The Employment Agreement provide for the Executive's continued employment as
President of the Company, and President and Chief Executive Officer of the Bank.
Unless earlier terminated, the Employment Agreement has a term of one year
beginning as on the Effective Date and ending as of
The Employer will pay the Executive a base salary of at least
The Executive and his family will be eligible for participation in and will receive all benefits under all welfare benefit plans, practices, policies and programs provided by the Employer (including, without limitation, medical, hospitalization, prescription, dental, cancer, employee life, group life, accidental death and dismemberment, and travel accident insurance plans and programs) to the extent applicable to the Employer's employees generally (the "Welfare Benefit Plans").
The Executive will be entitled to receive prompt reimbursement for all reasonable expenses incurred in accordance with the Employer's policies, practices and procedures, to the extent applicable to the Employer's employees generally.
The Executive will be entitled to fringe benefits in accordance with the Employer's plans, practices, programs and policies in effect for its employees generally.
The Executive's employment will terminate automatically upon death. Otherwise, the Employer may terminate each Executive's employment for Cause, Without Cause or if the Employer determines in good faith that the Disability of the Executive has occurred, after notice of such determination. Also, the Executive may voluntarily retire or resign (a "Voluntary Termination"), or may terminate his employment for Good Reason.
If the Employer terminates the Executive's employment Without Cause, or the Executive terminates his employment for Good Reason, in each case, other than in connection with a Change of Control, then the Employer will pay the Executive (i) his Base Salary through the Date of Termination, (ii) any accrued vacation, sick and other leave pay, and (iii) an amount equal to one times the Executive's then existing Base Salary. In addition, for one year following the Date of Termination, the Employer will either reimburse the COBRA premiums paid for Executive and his family, or pay Executive an equivalent amount; provided, however, such payments will terminate in the event Executive enrolls in a group health plan offered by another employer that provides substantially similar coverage.
3
If the Executive's employment terminates by reason of his death or Disability, the Executive's legal representatives will receive all Accrued Obligations and Other Benefits.
If the Executive's employment is terminated for Cause or in the event of a Voluntary Termination, the Executive will only be entitled to the following: (i) the Accrued Obligations will be paid in a lump sum in cash on the 30th day after the Date of Termination; and (ii) Other Benefits will be paid or provided in a timely manner, provided, however, that the Executive's right to continue to participate in Welfare Benefit Plans will terminate on the 30th day following the Date of Termination, subject to any rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).
In the event that the Employer terminates the Executive's employment Without Cause, or the Executive terminates his employment for Good Reason, in any such case at the time of or within one year after a Change of Control, the Employer will pay the Executive: (i) his Accrued Obligations; and (ii) an amount equal to 2.99 times his Base Salary; provided, however, in the event a court of competent jurisdiction finds that the Executive has breached the non-compete and/or non-solicit covenants, described below, no payments will be due under item (ii) following the date of such finding. Additionally, for one year following the Date of Termination, the Employer will either reimburse the COBRA premiums paid for Executive and his family, or pay Executive an equivalent amount; provided, however, such payments will terminate in the event Executive enrolls in a group health plan offered by another employer that provides substantially similar coverage. Also, for the number of days remaining in the Employment Period from and after the Change of Control Termination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Employer will continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with applicable Welfare Benefit Plans if the Executive's employment had not been terminated; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive substantially the same benefits under the other employer's plans as the Executive would receive under the Welfare Benefit Plans, the benefits provided by the Employer will terminate.
During the 12 calendar month period following the calendar month in which the Date of Termination or Change of Control Termination Date, as applicable, of Executive's employment for Cause, Executive's Voluntary Termination of Executive's employment or a Change of Control Termination occurs (the "Restricted Period"), the Executive may not Compete with the Company or any of its subsidiaries within the Territory composed of the circles surrounding the . . .
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(e) A brief description of the material terms of the Employment Agreement is
contained in Item 1.01, "Entry into a Material Definitive Agreement," above, and
is incorporated herein by reference. Additionally, the Compensation Committee of
the Board of Directors approved four retention and retirement payments of
Additionally, effective for the 2022 fiscal year, the Committee increased the Executive's target incentive bonus from 55% to 75% of his base salary, and increased his long-term equity grant from 60% to 85% of his base salary.
ITEM 8.01 - OTHER EVENTS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description of Exhibit
Exhibit 99.1 Employment Agreement by and among
Michael G. Mayer , effectiveFebruary 2, 2022 .
© Edgar Online, source