CASH AND OTHER COMPENSATION. Section 4(a) is hereby deleted and replaced in its entirety with the following: (a) In consideration for the services to be rendered by the Executive as an employee hereunder, the Bank shall continue to pay to her a salary of two hundred eighty-eight thousand four hundred dollars ($288, 400) annualized (“Base Salary”), until the Retirement Date. The Executive’s Base Salary shall be payable in approximately equal installments in accordance with the Bank’s customary payroll practices for senior officers. For 2009, Executive agrees that she will no longer be eligible to receive a cash payment under the Bank’s Executive Incentive Plan (“EIP”) or any other cash bonus for services in 2009. However, in lieu thereof, provided she remains employed at the Bank through her Retirement Date, the Executive shall receive a cash bonus payable no later than March 15, 2010 equal to Executive’s projected 2009 EIP “Target” bonus, or One Hundred Forty-Four Thousand Two Hundred Dollars ($144,200). This bonus payment shall be subject to the claw-back provisions of the EIP. The Executive has participated in awards made to her under the Bank’s 2005 Long-Term Incentive Plan. In the interests of clarity, the parties agree that the status of the following awards outstanding to Executive under the LTIP, pursuant to the terms of the LTIP, are as follows: (i) 25,800 shares of restricted stock awarded on June 17, 2005 scheduled to vest on January 1, 2010 shall vest as scheduled if Executive remains employed by the Bank until January 1, 2010; (ii) 25,800 shares and 17,200 shares of restricted stock awarded on , June 17, 2005 scheduled to vest on January 1,2011 and January 1, 2012, respectively, shall be forfeited; (iii) 555 option shares awarded on June 26, 2006 scheduled to vest on June 26, 2009 shall vest as scheduled if Executive remains employed by the Bank until then; (iv) 583 shares of restricted stock awarded on June 26, 2006 scheduled to vest on June 26, 2009 shall vest as scheduled if Executive remains employed by the Bank until then; and (v) 4,086 shares of restricted stock, 18,573 option shares and 4,086 performance shares (at target) awarded on May 29, 2009 scheduled to vest in the year 2010 and later shall be forfeited. In the event that the Executive does not remain employed by the Bank until the Retirement Date due to termination by the Bank for other than cause or by the Executive for Good Reason, then the Executive shall be entitled to the payments and benefits provided in the Agreement in such circumstances. In addition, the Bank shall provide the post-employment payments and benefits to the Executive described in Section 14 below.
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