Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) per year (“Base Salary”). Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first day of the next calendar year. Such review shall be conducted by a Committee designated by the Board of Directors of the Company and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s Base Salary (any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiaries. (b) The Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement. (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (Investors Bancorp Inc), Employment Agreement (New Investors Bancorp, Inc.)
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-profit- sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (First Source Bancorp Inc), Employment Agreement (First Source Bancorp Inc)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b)Sections 1 and 2. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Association shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) $ 95,000 per year (“"Base Salary”"). Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal customary payroll practicespractices of the Association. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by a Committee designated by the Board of Directors of the Company Board, and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s Base Salary (any increase in Base Salary shall become the “'s Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesAssociation.
(b) The Company and/or its subsidiaries Association will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Association will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plansplan, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Association in the future to its senior executives and key management employees, subject to to, and on a basis consistent with with, the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan plan, or pursuant to any arrangement of the Company and/or its subsidiaries Association, in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e).
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (Klamath First Bancorp Inc), Employment Agreement (Klamath First Bancorp Inc)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Institution shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ___________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Institution. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Institution shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesInstitution.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Institution will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Institution employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, stock or option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Institution in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Institution in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Institution shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (Richmond Country Financial Corp), Employment Agreement (Efc Bancorp Inc)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ______________ per year (“"Base Salary”"). Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 [January 31] of each year during the term of this Agreement and shall be effective from the first day of said month through the next end of the calendar year. Such review shall be conducted by a Committee designated by the Board of Directors of the Company Board, and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s 's Base Salary (any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries Bank will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph Paragraph (a) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (Brooklyn Federal Bancorp, Inc.), Employment Agreement (Brooklyn Federal Bancorp, Inc.)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 300,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to determine the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and may provide in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such additional compensation expense.
(d) Executive shall be entitled to paid time off in such form accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Northfield Bancorp, Inc.), Employment Agreement (Northfield Bancorp, Inc.)
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary of from the Holding Company or its Subsidiaries in an amount not less than Seven Hundred Fifty Thousand Dollars ($750,000) per year the Base Salary in effect on the date of signing this Agreement (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first day of the next calendar year. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and on such dates as shall be established by the Board of Directors of or by the Bank (collectively Committee. The Committee or the “Boards”), and the Boards Board may increase, but not decrease, increase Executive’s Base Salary (any Salary. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive’s obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (First Place Financial Corp /De/), Employment Agreement (First Place Financial Corp /De/)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) _______ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (Northeast Pennsylvania Financial Corp), Employment Agreement (Bayonne Bancshares Inc)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary of not less than Seven Five Hundred Fifty Thousand Dollars ($750,000500,000) per year (“Base Salary”). Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first day of the next calendar year. Such review shall be conducted by a Committee designated by the Board of Directors of the Company and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s Base Salary (any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (Investors Bancorp Inc), Employment Agreement (New Investors Bancorp, Inc.)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Association shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 150,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Association. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesAssociation.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Association will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-and- accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Association in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Association in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (First Place Financial Corp /De/), Employment Agreement (First Place Financial Corp /De/)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 350,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to determine the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and may provide in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such additional compensation expense.
(d) Executive shall be entitled to paid time off in such form accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Northfield Bancorp, Inc.), Employment Agreement (Northfield Bancorp, Inc.)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ___________ per year (“"Base Salary”"). Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December January 31 of each year during the term of this Agreement and shall be effective from the first day of said month through the next end of the calendar year. Such review shall be conducted by a Committee designated by the Board of Directors of the Company and the Board of Directors of the Bank Association (collectively the “"Boards”"), and the Boards may increase, but not decrease, Executive’s 's Base Salary (any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (Atlantic Liberty Financial Corp), Employment Agreement (Atlantic Liberty Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, stock or option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (Efc Bancorp Inc), Employment Agreement (Richmond Country Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 115,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (Firstfed America Bancorp Inc), Employment Agreement (Firstfed America Bancorp Inc)
Compensation and Reimbursement. (a) The Holding Company shall pay Executive as compensation under this Agreement a salary of not less than $33,415.00 (including amounts attributable to duties compensable with respect to On-Line Financial Services) per year. The compensation specified under this Agreement, together with a portion of that compensation that otherwise would be paid by the Bank pursuant to the Bank Agreement ("Base Salary"), shall constitute the salary and benefits consideration paid for the duties described in Section 2(b)1. In consideration Base Salary shall also include any amounts of the services to be rendered compensation deferred by Executive hereunder, under a qualified plan maintained by the Company and/or its subsidiaries shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) per year (“Base Salary”)Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by a the Compensation Committee designated by the Board of Directors of the Company Board, and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. An increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In no event shall Executive's annual rate of salary under this Agreement in effect at a particular time be reduced without her prior written consent. In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or its subsidiariesand the Bank.
(b) The Holding Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or its subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder, provided, however, that the Holding Company may make such changes to such plans, agreements or perquisites generally provided on a nondiscriminatory basis to all employees, without the Executive's consent. The Holding Company may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined from time to time by the Holding Company. Upon an Event of Termination as defined below, the Holding Company shall transfer all "Key Man" life insurance if any is owned by the Bank or the Holding Company to Executive. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will be entitled to participate in or and receive benefits under any employee benefit plans including ("Benefit Plans") whether tax qualified or not, including, but not limited to, stock grants, restricted stock, stock options (and other option derived benefits), Employee Stock Ownership Plans ("ESOP"), or any other stock based benefit plan, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-and- accident plansplan, medical coverage or any other employee benefit plan Benefit Plan or arrangement made available by the Holding Company and/or its subsidiaries or the Bank in the future to its senior executives and key management employees, with awards, grants and levels of benefits for Executive equal to at least levels customary in the industry for persons of like title, authority and responsibility as Executive and with levels of Executive's past participation in the Benefit Plans of the Holding Company or Bank subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Because the Holding Company has determined to pay a portion of Base Salary that might otherwise be attributable to the Executive's efforts on behalf of the Bank, in order that the Bank may continue to increase levels of capital while making available sufficient levels of compensation as are necessary to retain other senior executives instrumental to the continuing success of the Bank, all Base Salary earned by the Executive from the Holding Company pursuant to this Agreement and the Bank pursuant to the Bank Agreement shall be considered when determining the maximum extent that the Executive can participate under any Benefit Plan offered by either the Holding Company or the Bank. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall provide Executive with a late model automobile ("Automobile"), or Automobile allowance in lieu thereof, and shall pay or reimburse Executive for all reasonable travel business entertainment expense, travel, Automobile maintenance, operation and insurance and any other reasonable expenses incurred by Executive in to performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
(d) In the event that Executive assumes additional duties and responsibilities pursuant to Section 2(c) of this Agreement by reason of one of the circumstances contained in Section 2(c) of this Agreement, and the Executive receives or will receive less than the full amount of compensation and benefits formerly entitled to him under the Bank Agreement, the Holding Company shall assume the obligation to provide Executive with compensation and benefits in accordance with the Bank Agreement, less any compensation and benefits received from the Bank, subject to the terms and conditions of this Agreement including the Termination for Cause provisions in Section 8.
(e) In addition to Executive's Base Salary as provided in paragraph (a) of this Section 3 and any incentive compensation or discretionary bonus otherwise paid or payable to other senior executives or to this Executive exclusively, the Holding Company shall annually award a Fixed Incentive Award to Executive in an amount equal to one percent (1%) of the pre-tax profit of the Holding Company and each separately incorporated or organized subsidiary, on an unconsolidated basis, except to the extent paid under the terms of the Bank Agreement. The Fixed Incentive Award shall be paid to Executive or his designated beneficiary upon the earlier of (i) the termination by the Holding Company of her employment for other than Termination for Cause; (ii) the expiration of this Agreement; (iii) her death or Disability; or (iv) annually, upon the anniversary of this Agreement. In the event Executive is subject to Termination for Cause or voluntarily terminates her employment, Executive shall forfeit all rights to the Fixed Incentive Award provided under this paragraph.
Appears in 2 contracts
Samples: Employment Agreement (Argo Bancorp Inc /De/), Employment Agreement (Argo Bancorp Inc /De/)
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 150,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-profit- sharing plans, health-and-accident plans, medical coverage or and any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 2 contracts
Samples: Employment Agreement (First Place Financial Corp /De/), Employment Agreement (First Place Financial Corp /De/)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Institution shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 107,090 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Institution. Such Base Salary shall be payable bi-bi- weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Institution shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly uniformly, to permanent full-time employees of the Company and/or its subsidiariesInstitution.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating participating, or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, . and the Company and/or its subsidiaries Institution will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Institution employees on a nondiscriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bsubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing profit sharing, plans, health-and-. health and accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Institution in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Institution in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Institution shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 275,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and may provide in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such additional compensation expense.
(d) Executive shall be entitled to paid time off in such form accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 405,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to assist in determining the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder. , (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and may provide in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such additional compensation expense.
(d) Executive shall be entitled to paid time off in such form accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in accordance with the policies of the Bank. Executive shall also be entitled to sick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement. In addition, during the term of this Agreement the Bank shall lease, or reimburse Executive for the expense of leasing, an automobile for use by Executive provided the monthly lease payment does not exceed $1,000, and provided further that the monthly lease allowance shall be reviewed by the Board may from time to time determineat each Anniversary Date of the Agreement. The Bank shall also pay directly, or reimburse Executive for, the reasonable expenses associated with the use of such automobile, including gasoline, maintenance expenses and insurance. Such reimbursements and payments shall be made promptly by the Bank and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 125,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. In addition, Executive shall be entitled to receive fees for serving as a director of the Holding Company.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel travel, including reasonable expenses for spouses travel, and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (Security of Pennsylvania Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 112,326.00 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plansplans ("Benefit Plans"), arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; provided, however, that the Bank may make such changes to such plans, arrangements or perquisites generally provided to all Bank employees on a non-discriminatory basis. The Bank may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined from time to time by the Bank. Upon an Event of Termination as defined below, the Bank shall transfer an "Key Man" life insurance, if any is owned by the Bank, to Executive. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.Benefit
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Bank of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 275,000 per year (“"Base Salary”"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. Executive's Base Salary shall be payable bi-weekly, or in accordance with the Company’s Bank's normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or a Committee designated by the Board of Directors of the Company Board, and the Board of Directors or the Committee of the Bank (collectively the “Boards”), and the Boards Board may increase, but not decrease, increase Executive’s 's Base Salary (any increase in Salary. The increased Base Salary shall become the “"Base Salary” " for purposes of this the Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Executive shall provide Executive at no cost be entitled to Executive with all such other benefits incentive compensation and bonuses as are provided uniformly to permanent full-time employees in any plan of the Company and/or its subsidiariesBank in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, including the payment for (i) the use of an automobile and payment for automobile insurance and any costs associated with its operation and maintenance, (ii) membership to a country club and the Company and/or its subsidiaries expenses and assessments associated therewith and (iii) attendance to national and state conventions and educational conferences and the expenses associated therewith for the Executive and his spouse, and the Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunderthereunder except to the extent that such changes would affect all of the Bank's employees. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries This Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Association shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) _____________ per year (“"Base Salary”"). Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 _____________[date] of each year during the term of this Agreement and shall be effective from the first day of said month through the next end of the calendar year. Such review shall be conducted by a Committee designated by the Board of Directors of the Company Board, and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s 's Base Salary (any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesAssociation.
(b) The Company and/or its subsidiaries Association will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Association will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Association in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Association in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this Section 3, the Company and/or its subsidiaries Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Institution shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 98,000.00 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or nonqualified plan maintained by the Institution. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors Board. The Committee of the Company and the Board of Directors of the Bank (collectively the “Boards”), and the Boards board may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Institution shall also provide Executive Executive, at no cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesInstitution.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plansplans ("Benefit Plans"), arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Institution will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; provided, however, that the Bank may make such changes to such plans, arrangements or perquisites generally provided to all Institution employees on a non-discriminatory basis. The Bank may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined from time to time by the Bank. Upon an Event of Termination as defined below, the Bank shall transfer all "Key Man" life insurance, if any is owned by the Bank, to Executive. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans Benefit Plans including but not limited to, stock grants, restricted stock, stock options (and other option derived benefits), Employee Stock Ownership Plans ("ESOP"), or any other stock-based benefit plan, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Institution in the future to its senior executives and key management employeesemployees with awards, grants, levels and benefits for Executive equal at least to levels customary in the industry for persons of like title, authority and responsibility as Executive and with levels of Executive's past participation in the Benefit Plans of the Bank, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Institution in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Institution shall pay or reimburse Executive for all reasonable travel travel, entertainment and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
(d) In addition to Executive's Base Salary as provided in paragraph (a) of this Section 3 and any incentive compensation or discretionary bonus otherwise paid or payable to other senior executives or to Executive exclusively, the Bank shall annually award a Fixed Incentive Award to Executive in an amount equal to one percent (1%) of the Bank's pre-tax profit on an unconsolidated basis. The Fixed Incentive Award shall be paid to Executive or her designated beneficiary upon the earlier of (i) the termination by the Bank of his employment for other than Termination for Cause; (ii) the expiration of this Agreement; (iii) her death or Disability; or (iv) annually upon the anniversary of this Agreement. In the event Executive is subject to Termination for Cause or voluntarily terminates her employment, other than upon an Event of Termination as defined below, Executive shall forfeit all rights to the Fixed Incentive Award provided under this paragraph.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) _____________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax- qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Holding Company’s normal 's payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plansretirement, pension plansprofit- sharing, profit-sharing plansemployee stock ownership, health-and-accident plansgroup life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future Subsidiaries to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 225,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiaries.
(b) Subsidiaries. The Holding Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Bank employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) . In addition to the Base Salary provided for by paragraph Paragraph (a) of this Section 3 and other compensation provided for by Paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Executive shall be provided, at his option, with an automobile expense allowance or the use of a recent model automobile which will be owned or leased by the Holding Company or the Bank, as may be mutually agreed upon by the Executive and the Holding Company or the Bank. All reasonable expenses associated therewith shall be borne by the Holding Company or the Bank.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the The Holding Company and/or its subsidiaries shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars $375,000 ($750,000) per year (“"Base Salary”"). Such Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Holding Company or its Subsidiaries. Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; on or about the first such review will be made no later than December 31 30/th/ day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJune. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall become the “new "Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided for in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-full- time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The In addition to the Base Salary provided for in paragraph (a) of this Section 3, the Holding Company and/or its subsidiaries will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, as amended and restated, and the Holding Company and/or its subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect except in the case of any change to the tax-qualified defined benefit pension plan sponsored by the Institution. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, employee stock ownership plans, stock or option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company and/or or its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation and benefits provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement, as mutually agreed to by the Board and Executive.
(d) Except as otherwise provided in this Section 3(d), the Holding Company will provide to Executive for each calendar year during the term of this Agreement and may provide for the remaining term of this Agreement after a termination of employment following an Event of Termination, as defined in Section 4 of this Agreement, a "Benefit Equity Payment." The Benefit Equity Payment shall be paid no later than 90 days after the close of the calendar year to which such additional payment pertains ("Benefit Year"), and shall be in addition to any contributions actually made (or benefits actually accrued) with respect to such Benefit Year to any tax-qualified or non-tax-qualified compensation or benefit plan, arrangement, policy or program funded or sponsored by the Holding Company or its Subsidiaries, including but not limited to those of the following types: deferred compensation, retirement, defined contribution retirement, supplemental executive retirement, stock option or stock bonus award, life insurance, health, medical, dental, disability, incentive compensation or bonus plan, perquisites, or other fringe benefits ("Benefit Plans"). The Benefit Equity Payment, which shall be calculated by an actuary, accountant or other licensed professional, shall equal the amount of the contributions (or other benefits) which would have been made or accrued for Executive for the Benefit Year pursuant to all Benefit Plans as consideration for his services described in such form and such amounts as Section 1 of this Agreement, but which were not made or accrued because (i) the Board may from time Benefit Plan(s) were terminated or not funded, or (ii) Executive was no longer employed or will not be employed by the Holding Company or its Subsidiaries. Notwithstanding the foregoing, no Benefit Equity Payment shall be made for Executive with respect to time determinethe tax-qualified defined benefit pension plan sponsored by the Institution.
Appears in 1 contract
Samples: Employment Agreement (Richmond County Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 320,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan plan, in accordance with the terms of such plan(s), as to any year in which a Executive’s termination of employment occursoccurs prior to the last day of the Bank’s fiscal year, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense.
(d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 375,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company or the Bank. Such Base Salary shall be payable bi-weekly, . The Committee or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Board may increase Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first day of the next calendar year. Such review shall be conducted by a Committee designated by the Board of Directors of the Company and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s Base Salary (any increase in increased Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing sharing-plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive’s obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
(d) Notwithstanding any other provisions of this Agreement, in addition to any clawback or forfeiture provisions required by law and applicable to the Bank or any of its subsidiaries, the compensation provided under this Agreement or under any incentive compensation plan in which the Executive participates shall be subject to the terms of: (i) the Bank’s recoupment policy as in effect on the Effective Date or any other policy adopted thereafter by the Board of Directors of the Bank or the Compensation Committee thereof in order to comply with any applicable law, regulation, order, stock exchange listing requirement, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations thereunder (or any policy of the Bank adopted pursuant to any such law, government regulation, order or stock exchange listing requirement); and (ii) any clawback or forfeiture provisions in the Bank’s incentive compensation plans in which the Executive participates or the award agreements with respect to the Executive’s awards thereunder.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the The Holding Company and/or its subsidiaries shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars $319,423 ($750,000) per year (“"Base Salary”"). Such Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Holding Company or its Subsidiaries. Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; on or about the first such review will be made no later than December 31 30/th/ day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJune. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall become the “new "Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided for in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-full- time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The In addition to the Base Salary provided for in paragraph (a) of this Section 3, the Holding Company and/or its subsidiaries will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, as amended and restated, and the Holding Company and/or its subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect except in the case of any change to the tax-qualified defined benefit pension plan sponsored by the Institution. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, employee stock ownership plans, stock or option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company and/or or its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation and benefits provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement, as mutually agreed to by the Board and Executive.
(d) Except as otherwise provided in this Section 3(d), the Holding Company will provide to Executive for each calendar year during the term of this Agreement and may provide for the remaining term of this Agreement after a termination of employment following an Event of Termination, as defined in Section 4 of this Agreement, a "Benefit Equity Payment." The Benefit Equity Payment shall be paid no later than 90 days after the close of the calendar year to which such additional payment pertains ("Benefit Year"), and shall be in addition to any contributions actually made (or benefits actually accrued) with respect to such Benefit Year to any tax-qualified or non-tax-qualified compensation or benefit plan, arrangement, policy or program funded or sponsored by the Holding Company or its Subsidiaries, including but not limited to those of the following types: deferred compensation, retirement, defined contribution retirement, supplemental executive retirement, stock option or stock bonus award, life insurance, health, medical, dental, disability, incentive compensation or bonus plan, perquisites, or other fringe benefits ("Benefit Plans"). The Benefit Equity Payment, which shall be calculated by an actuary, accountant or other licensed professional, shall equal the amount of the contributions (or other benefits) which would have been made or accrued for Executive for the Benefit Year pursuant to all Benefit Plans as consideration for his services described in such form and such amounts as Section 1 of this Agreement, but which were not made or accrued because (i) the Board may from time to time determine.Benefit Plan(s) were terminated or not funded, or (ii) Executive was no longer employed or will not be employed by the Holding Company or its
Appears in 1 contract
Samples: Employment Agreement (Richmond County Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b)Sections 1 and 2. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 80,000 per year (“"Base Salary”"). Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal customary payroll practicespractices of the Bank. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by a Committee designated by the Board of Directors of the Company Board, and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s Base Salary (any increase in Base Salary shall become the “'s Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries Bank will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plansplan, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to to, and on a basis consistent with with, the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan plan, or pursuant to any arrangement of the Company and/or its subsidiaries Bank, in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e).
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 104,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal Bank's regular payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future Subsidiaries to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. The Holding Company agrees that it will institute a group health insurance plan, the benefits of which shall be extended to Executive. The Holding Company agrees to pay all costs for Executive's benefits and his dependent's participation in any benefit program established for which Executive will is eligible, including, but not limited to the benefit programs listed in this paragraph. Executive shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. During the term of this Agreement, the Holding Company shall provide Executive with a new automobile. The Holding Company agrees to pay for all insurance required to be carried in connection with the automobile's operations, including but not limited to combined single limit liability coverage in the amount of $300,000 and uninsured motorists coverage in the amount of $300,000. Executive agrees that the Holding Company shall either buy or lease said automobile in its sole discretion. The Holding Company agrees to reimburse Executive for any reasonable and necessary automobile expenses including repairs and gas conditioned upon Executive's presentation of proper vouchers for such expenses incurred by him in operating the automobile. Upon termination of employment, Executive shall return the automobile to the Holding Company. Holding Company agrees to obtain memberships in one local social club and one local country club for the benefit of Executive subject to the approval of the Chairman of the Board. Any reasonable expenses incurred at such clubs in order to promote the business of the Holding Company shall be reimbursed by the Holding Company upon the presentation of proper vouchers and such sums with other similar type expenses not to exceed the limitations set forth in the financial budget of the Holding Company and the Institution. Executive's ability to enjoy the benefits of such memberships shall terminate upon the termination of employment for cause. If termination is without cause, all dues will be paid for one (1) year after termination. No expense reimbursements other than membership dues or fees will be paid for the one (1) year.
(d) In addition to the foregoing, while Executive is serving as a member of the Board of Directors, he shall be entitled to the standard director's fee, as established by the Holding Company, to the same extent as other directors of the Holding Company.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 40,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weeklymonthly. Pursuant to Section 11.(b) of this Agreement, or in accordance with the Company’s normal payroll practicesHolding Company and the Association may allocate Base Salary payments between the Holding Company and its Subsidiaries based on the Executive's activities for each organization. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a3.(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection 3.(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, stock or option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a3.(a) of this Section 3and other compensation provided for by paragraph 3.(b), the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Bank of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ___________________ per year (“"Base Salary”"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. Executive's Base Salary shall be payable bi-weekly, or in accordance with the Company’s Bank's normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or a Committee designated by the Board of Directors of the Company Board, and the Board of Directors or the Committee of the Bank (collectively the “Boards”), and the Boards Board may increase, but not decrease, increase Executive’s 's Base Salary (any increase in Salary. The increased Base Salary shall become the “"Base Salary” " for purposes of this the Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Executive shall provide Executive at no cost be entitled to Executive with all such other benefits incentive compensation and bonuses as are provided uniformly to permanent full-time employees in any plan of the Company and/or its subsidiariesBank in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, including the payment for (i) the use of an automobile and payment for automobile insurance and any costs associated with its operation and maintenance, (ii) membership to a country club and the Company and/or its subsidiaries expenses and assessments associated therewith and (iii) attendance to national and state conventions and educational conferences and the expenses associated therewith for the Executive and his spouse, and the Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunderthereunder except to the extent that such changes would affect all of the Bank's employees. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries This Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars $110,000 ($750,000) per year (“"Base Salary”"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practicespractices of the Bank. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first day of the next calendar year. Such review shall be conducted by the Board or by a Committee designated committee of the Board delegated such responsibility by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall thereafter become the “new "Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, Agreement and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites (or any plans, arrangements or perquisites with respect to which Executive begins to participate at any time during the term of this Agreement) which would adversely affect Executive’s 's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless such change is general in nature and applies in a nondiscriminatory manner to all employees covered by the plan, arrangement or perquisite. Without limiting the generality of the foregoing provisions of this Section Subsection 3(b), Executive will shall be entitled to participate in or and receive benefits under any employee benefit plans including including, but not limited to, retirement plans (such as pension, profit sharing and employee stock ownership plans), supplemental retirement plans, pension incentive plans, profit-sharing plans, health-and-accident plans, medical coverage or health and welfare plans and any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank now or in the future to its full-time employees of the Bank and/or senior executives and key management employeesemployees of the Bank, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation and benefits to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries The Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determineAgreement.
Appears in 1 contract
Samples: Employment Agreement (First Federal Bancshares Inc /De)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b)Sections 1 and 2. In consideration of the services to be rendered by Executive hereunder, the The Company and/or its subsidiaries shall pay (or shall cause the Bank to pay) Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 145,392.00 per year (“"Base Salary”)") . Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by a Committee designated by the Board. Executive's salary may be increased annually as of the first payroll period ending in the first week of October of each year during the term of this Agreement by such additional amount as may be determined by the Board. The salary of the Employee shall not be decreased at any time during the term of this Agreement from the amount then in effect, unless the Employee otherwise agrees in writing. The Employee shall not be entitled to receive fees for serving as a director of the Company or the Bank or any subsidiary of the Company or the Bank, or for serving as a member of any committee of the Board of Directors of the Company and or the Board Bank or of Directors any subsidiary of the Bank (collectively Company or the “Boards”), and the Boards may increase, but not decrease, Executive’s Base Salary (any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement)Bank. In addition to the Base Salary provided in this Section 3(a3 (a), Executive shall be entitled to participate in an equitable manner with all other executive officers in discretionary bonuses as may be authorized, declared and paid by the Board to executive officers during the term of this Agreement. The Company and/or its subsidiaries shall also provide (or cause the Bank to provide) Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesand the Bank.
(b) The Company and/or its subsidiaries will provide (or cause the Bank to provide) Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries and the Bank will not, without Executive’s 's prior written consent, make any material changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-health and accident plansplan, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries and the Bank in the future to its senior executives and key management employees, subject to to, and on a basis consistent with with, the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan plan, or pursuant to any arrangement of the Company and/or its subsidiaries and the Bank, in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement, except as provided under Section 5(e).
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) $ 125,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with at the Company’s normal payroll practicessame time as salaries are paid to all other employees of the Bank. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Executive shall be provided at his option, with an automobile expense allowance or the use of a recent model automobile which will be owned or leased by the Bank or the Holding Company, as may be mutually agreed upon by the Executive and the Bank. All reasonable expenses associated therewith shall be borne by the Bank.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 780,000.00 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the Company’s normal Bank's customary payroll practices. During the period term of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than annually by December 31 31st of each year during the term of this Agreement and shall be effective from the first day of the next calendar year. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s 's Base Salary at any time, except for a decrease not in excess of any decrease generally applicable to all officers of the Bank. Any increase (any increase or decrease) in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). The Board may engage the services of an independent consultant to assist in the determination of the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a)Section, the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank's senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to participate in any incentive compensation and bonuses as provided in any or bonus plan or arrangement of the Bank or the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 33(a), and other compensation and benefits provided for by Section 3(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank's reimbursement policies, provided that such reimbursement is made within one calendar year following the date on which the expense was incurred and provided further that the right to reimbursement is not exchanged for another benefit. The amount of expenses eligible for reimbursement during the calendar year may provide such additional compensation not affect the expenses eligible for reimbursement in such form any other calendar year.
(d) The Bank shall also pay or reimburse Executive for the annual dues associated with Executive's membership in a country club of Executive's choice located in the market area served by the Bank. In addition, during the term of this Agreement the Bank shall either furnish an automobile for Executive or reimburse Executive for the expense of leasing an automobile for use by Executive, and such amounts as provided further that the monthly lease allowance shall be reviewed by the Board may from at the end of each lease term. The Bank shall also reimburse Executive for the reasonable expenses associated with the use of such automobile, including gasoline, maintenance expenses and insurance, subject to the restrictions on reimbursement set forth above in sub-section (c) hereof.
(e) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and other benefits during periods of paid time off. Executive shall also be entitled to time determinepaid legal holidays in accordance with the policies of the Bank. Executive shall also be entitled to sick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Holding Company and/or its subsidiaries shall pay Executive as compensation a for the performance of his duties under this Agreement an annual salary of not less than Seven Hundred Fifty Thousand Dollars $200,000 ($750,000) per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or arrangement maintained by the Holding Company or its Subsidiaries. Such Base Salary shall be payable on a bi-weekly, or weekly basis in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first day practices of the next calendar yearHolding Company. Such review shall be conducted by The Board or a Committee committee designated by the Board of Directors of the Company and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall become the “new "Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Executive shall provide Executive be eligible to participate in, at no premium cost to Executive with Executive, all such other benefits as are provided uniformly made available to permanent full-time employees of the Company and/or its subsidiariesHolding Company.
(b) The Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior In addition to the beginning of the term of this Agreement, and the Company and/or its subsidiaries will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder. Without limiting the generality of the foregoing provisions Base Salary provided for by paragraph (a) of this Section 3(b)3, the Holding Company shall pay or reimburse Executive will for all reasonable travel expenses (in accordance with the Holding Company's travel policy, as amended from time to time) and other reasonable expenses incurred by Executive in performing his obligations under this Agreement.
(c) Executive shall be entitled to participate in or receive benefits under any employee benefit plans including plans, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, stock or option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its Holding Company, the Institution and their respective subsidiaries and affiliates at present or in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements and, with respect to employee benefit plans not generally available to all employees of the Holding Company or the Institution, upon designation by the Board. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its Holding Company, the Institution and their respective subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(cd) In addition to any pension benefits to which Executive shall be entitled (i) under any tax-qualified defined benefit plan of the Holding Company, the Institution or any of their respective subsidiaries or affiliates, or any predecessor of any of them ("Retirement Plan") and (ii) under any supplemental executive retirement or other defined benefit plan or other excess benefit plan within the meaning of section 3(36) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and under any plan to provide deferred income for a select group of management or highly compensated employees of the Holding Company, the Institution or any of their respective subsidiaries of affiliates, or any predecessor of any of them (collectively, "SERP"), the Holding Company and the Institution shall provide an additional supplemental pension benefit under this Agreement equal to the difference between (A) the pension benefits that Executive would have been entitled to under the Retirement Plan and SERP if his Base Salary provided for by paragraph under this Agreement were $285,000 (ainstead of $200,000) plus any increases in such Base Salary subsequent to the date of this Agreement (any such increases being effective as of the date such increases take effect) and (B) the pension benefits that Executive is actually entitled to under the Retirement Plan and SERP. The intent of this Section 33(d) is to permit Executive to continue to accrue additional pension benefits under the Retirement Plan and SERP on and following the date of this Agreement, determined as if his compensation under such Retirement Plan and SERP were based upon the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel prior sentence. For purposes of interpretation, attached hereto as Exhibit A are computations prepared by the Retirement System Group Inc. which set forth Executive's accrued monthly pension benefits as of the dates indicated under the Retirement Plan and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.SERP of T R Financial Corp.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 250,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future Subsidiaries to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 190,962 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or nonqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (ai) The compensation specified Provided that such amounts are contemplated by the Operating Budget, not less than five days before the first Business Day of each month, Chatham Managing Member and Chatham Ink I Managing Member shall provide the Members with a notice setting forth (x) Chatham Managing Member’s good faith estimate of the out-of-pocket expenses that it will incur for such month in connection with its duties in its capacity as Managing Member of the Company and Chatham Ink I Managing Member’s good faith estimate of the out-of-pocket expenses that it will incur for such month in connection with its duties in its capacity as managing member of Ink I, including, without limitation, Chatham Managing Member’s and Chatham Ink I Managing Member’s reasonable costs and expenses of any Chatham Company Personnel, less (y) any amounts paid to Chatham Managing Member and Chatham Ink I Managing Member previously in respect of a Monthly Expense Amount in excess of expenses actually incurred by Chatham Managing Member and Chatham Ink I Managing Member for such month, plus (z) any expenses actually incurred by Chatham Managing Member and Chatham Ink I Managing Member previously with respect to a given month exceeding the Monthly Expense Amount for such month (together, the “Monthly Expense Amount”). So long as neither Chatham Managing Member nor any of its Affiliates is in material default of its obligations under this Agreement shall constitute or the salary Ink I LLC Agreement, or, if such party is in material default, such material default has been cured within thirty (30) days after written notice of such material default is delivered to Chatham Managing Member and benefits paid for Chatham Ink I Managing Member, as applicable, by any other Member, and provided that Chatham Managing Member has not been removed as the duties described in Managing Member pursuant to Section 2(b). In consideration 3.2(h) and Chatham Ink I Managing Member has not been removed as the Managing Member of Ink I pursuant to Section 3.2(h) of the services to be rendered by Executive hereunderInk I LLC Agreement, the Company and/or its subsidiaries shall pay Executive to Chatham Managing Member in its capacity as compensation Managing Member (or, at the written direction of Chatham Managing Member, to a salary designated Affiliate of not less than Seven Hundred Fifty Thousand Dollars ($750,000) per year (“Base Salary”Chatham REIT). Such Base Salary shall be payable bi-weekly, on the first Business Day of each month or in accordance with as promptly as practicable thereafter, an amount equal to the Company’s normal payroll practices. During portion, determined based on a reasonable methodology agreed to between Chatham Managing Member and NS Managing Member, of the period Monthly Expense Amount submitted for such month (the “Expense Reimbursement”), it being understood that such methodology may allocate different categories of this Agreementexpenses differently.
(ii) Except as expressly set forth in clause (i) above or in any separate agreement between the Managing Member and the Company, Executivethe Managing Member shall not receive compensation or reimbursement of its expenses for its services performed on behalf of the Company or other benefits it provides to the Company.
(iii) At any time in connection with its review of Chatham Managing Member’s Base Salary proposed Monthly Expense Amount for any month, NS Managing Member may in its reasonable discretion require that Chatham Managing Member eliminate the position(s) associated with particular Chatham Company Personnel and no longer include the costs associated with such position(s) as part of Chatham’s Monthly Expense Amount, beginning with the Monthly Expense Amount that is three months after Chatham Managing Member is notified of such requirement from NS Managing Member; provided, that the Managing Member shall be reviewed permitted to include in the applicable Monthly Expense Amount for the month in which such expenses are to be paid all severance and related costs incurred in connection with the termination of such Chatham Company Personnel at least annually; NS Managing Member’s request, to the first extent the grant to such review will be made no later than December 31 terminated Chatham Company Personnel of each year during such severance obligation was approved by NS Managing Member or NS Ink I Managing Member, as applicable, at the term time of this Agreement grant.
(iv) Chatham Managing Member and NS Managing Member acknowledge and agree that the Operating Budget shall be effective from include reimbursement for any costs in connection with any third party retained by NS Managing Member to oversee the first day activities of Chatham Managing Member and the next calendar year. Such review shall be conducted by a Committee designated by the Board of Directors operation of the Company and the Board of Directors of the Bank Property Companies, which costs shall not exceed Three Hundred Thousand Dollars (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s Base Salary (any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiaries$300,000) per annum.
(b) The Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Chatham Lodging Trust)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 332,500 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan plan, in accordance with the terms of such plan(s), as to any year in which a Executive’s termination of employment occursoccurs prior to the last day of the Bank’s fiscal year, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense.
(d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Holding Company and/or or its subsidiaries Subsidiaries shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 143,928 per year (“"Base Salary”"). Base Salary shall also include any amounts of compensation deferred by Executive under any tax qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bisemi-weekly, or in accordance with the Company’s normal payroll practicesmonthly. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement)Agreement from the date of such increase. In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder, except to the extent such changes are made applicable to all Holding Company and Association employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, stock option or restricted stock award plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the The Holding Company and/or its subsidiaries shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars $[AMOUNT] ($750,000) per year (“"Base Salary”"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company or its Subsidiaries. Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practicespractices of the Holding Company. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearon or about [DATE]. Such review shall be conducted by the Board or by a Committee designated committee of the Board delegated such responsibility by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall thereafter become the “new "Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites (or any plans, arrangements or perquisites with respect to which Executive begins to participate at any time during the term of this Agreement) which would adversely affect Executive’s 's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect, unless such change is general in nature and applies in a nondiscriminatory manner to all employees covered by the plan, arrangement or perquisite. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or and receive benefits under any employee benefit plans including including, but not limited to, retirement plans (such as pension, profit sharing and employee stock ownership plans), supplemental retirement plans, pension incentive plans, profit-sharing plans, health-and-accident plans, medical coverage or health and welfare plans and any other employee benefit plan or arrangement made available by the Holding Company and/or or its subsidiaries Subsidiaries now or in the future to its full-time employees of the Holding Company and/or senior executives and key management employeesemployees of the Holding Company or its Subsidiaries, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation and benefits to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determineAgreement.
Appears in 1 contract
Samples: Employment Agreement (First Federal Bancshares Inc /De)
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 125,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Holding Company’s normal 's payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any at anytime. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future Subsidiaries to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ____________________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax- qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future Subsidiaries to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (South Jersey Financial Corp Inc)
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 85,696 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Holding Company’s normal payroll 's customary practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plansretirement, pension plansprofit- sharing, profit-sharing plansemployee stock ownership, health-and-accident plansgroup life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future Subsidiaries to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 236,250 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Executive shall be provided at his option, with an automobile expense allowance or the use of a recent model automobile which will be owned or leased by the Bank or the Holding Company, as may be mutually agreed upon by the Executive and the Bank. All reasonable expenses associated therewith shall be borne by the Bank. In addition, the Bank shall also pay or reimburse Executive for any other benefits or perquisites as may be determined by the Board of Directors.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s Base Salary (any Salary. Any increase in Base Salary shall become the “Base Salary” ”, for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive’s obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars __________________________ ($750,000_______.00) per year (“"Base Salary”"). Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s 's normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first day of the next calendar year. Such review shall be conducted by a Committee designated by the Board of Directors of the Company and the Board of Directors of the Bank (collectively the “"Boards”"), and the Boards may increase, but not decrease, Executive’s 's Base Salary (any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) __________ per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he she shall be entitled to a pro rata distribution under any incentive compensation or bonus plan plan, in accordance with the terms of such plan(s), as to any year in which a Executive’s termination of employment occursoccurs prior to the last day of the Bank’s fiscal year, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his her obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense.
(d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive her Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ([$750,000) 160,000] per year (“Base Salary”). Such Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than annually by December 31 31st of each year during the term of this Agreement and shall be effective from the first day of the next calendar year. Such The review shall be conducted by the Board of Directors or by a Committee committee designated by the Board of Directors of the Company and Directors. The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s Base Salary (at any time, except for a decrease not in excess of any decrease generally applicable to all officers of the Bank. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board of Directors may engage the services of an independent consultant to assist in the determination of the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a)3, the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on a basis (including cost) no less favorable than the benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of Effective Date, and any other employee benefit plans, arrangements and perquisites suitable for the term of this AgreementBank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Company and/or its subsidiaries Bank will not, without Executive’s prior written consent, make any changes in such the plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless the changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such the plans and arrangementsarrangements (including designation by the Board of Directors of eligibility to participate, if applicable). Executive will shall also be entitled to participate in any incentive compensation and bonuses as provided in any or bonus plan or arrangement of the Company and/or its subsidiaries or the Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan the plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies, provided that the reimbursement is made within one calendar year following the date on which the expense was incurred and provided further that the right to reimbursement is not exchanged for another benefit. The amount of expenses eligible for reimbursement during the calendar year may provide such additional compensation not affect the expenses eligible for reimbursement in such form any other calendar year.
(d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than 25 days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid leave. Executive shall also be entitled to paid legal holidays in accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.executives
Appears in 1 contract
Samples: Employment Agreement (Northeast Pennsylvania Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Association shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) _______ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Association. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesAssociation.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Association will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Association in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Association in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (Security of Pennsylvania Financial Corp)
Compensation and Reimbursement. (a) The Holding Company shall pay Executive compensation under this Agreement a salary of not less than $173,800.00 (including amounts attributable to duties compensable with respect to On-Line Financial Services) per year. The compensation specified under this Agreement, together with a portion of that compensation that otherwise would be paid by the Bank pursuant to the Bank Agreement ("Base Salary"), shall constitute the salary and benefits consideration paid for the duties described in Section 2(b)1. In consideration Base Salary shall also include any amounts of the services to be rendered compensation deferred by Executive hereunder, under a qualified plan maintained by the Company and/or its subsidiaries shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) per year (“Base Salary”)Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during form the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by a the Compensation Committee designated by the Board of Directors of the Company Board, and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. An increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In no event shall Executive's annual rate of salary under this Agreement in effect at a particular time be reduced without his prior written consent. In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of Holding Company and the Company and/or its subsidiariesBank.
(b) The Holding Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or its subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder, provided, however, that the Holding Company may make such changes to such plans, agreements or perquisites generally provided on a nondiscriminatory basis to all employees, without the Executive's consent. The Holding Company may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined form time to time by the Holding Company. Upon an Event of Termination as defined below, the Holding Company shall transfer all "Key Man" life insurance if any is owned by the Bank or the Holding Company to Executive. Without limiting xxxxxx the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will be entitled to participate in or and receive benefits under any employee benefit plans including ("Benefit Plans") whether tax qualified or not, including, but not limited to, stock grants, restricted stock, stock options (and other option derived benefits), Employee Stock Ownership Plans ("ESOP"), or any other stock based benefit plan, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plansplan, medical coverage or any other employee benefit plan Benefit Plan or arrangement made available by the Holding Company and/or its subsidiaries or the Bank in the future to its senior executives and key management employees, with awards, grants and levels of benefits for Executive equal to at least levels customary in the industry for persons of like title, authority and responsibility as Executive and with levels of Executive's past participation in the Benefit Plans of the Holding Company or Bank subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Because the Holding Company has determined to pay a portion of Base Salary that might otherwise be attributable to the Executive's efforts on behalf of the Bank, in order that the Bank may continue to increase levels of capital while making available sufficient levels of compensation as are necessary to retain other senior executives instrumental to the continuing success of the Bank, all Base Salary earned by the Executive from the Holding Company pursuant to this Agreement and the Bank pursuant to the Bank Agreement shall be considered when determining the maximum extent that the Executive can participate under any Benefit Plan offered by either the Holding Company or the Bank. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall provide Executive with a late model automobile ("Automobile"), or Automobile allowance in lieu thereof, and shall pay or reimburse Executive for all reasonable travel business entertainment expense, travel, Automobile maintenance, operation and insurance and any other reasonable expenses incurred by Executive in to performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
(d) In the event that Executive assumes additional duties and responsibilities pursuant to Section 2(c) of this Agreement by reason of one of the circumstances contained in Section 2(c) of this Agreement, and the Executive receives or will receive less than the full amount of compensation and benefits formerly entitled to him under the Bank Agreement, the Holding Company shall assume the obligation to provide Executive with compensation and benefits in accordance with the Bank Agreement, less any compensation and benefits received from the Bank, subject to the terms and conditions of this Agreement including the Termination for Cause provision in Section 8.
(e) In addition to Executive's Base Salary as provided in paragraph (a) of this Section 3 and any incentive compensation or discretionary bonus otherwise paid or payable to other senior executives or to this Executive exclusively, the Holding Company shall annually award a Fixed Incentive Award to Executive in an amount equal to two percent (2%) of the pre-tax profit of the Holding Company and each separately incorporated or organized subsidiary, on an unconsolidated bases, except to the extent paid under the terms of the Bank Agreement. The
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars __________________________ ($750,000_______.00) per year (“"Base Salary”"). Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s 's normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first day of the next calendar year. Such review shall be conducted by a Committee designated by the Board of Directors of the Company and the Board of Directors of the Bank (collectively the “"Boards”"), and the Boards may increase, but not decrease, Executive’s 's Base Salary (any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 33(a), the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 117,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by a Committee designated by the Board of Directors of the Company and the Board of Directors of the Bank (collectively the “Boards”), and the Boards President. The President may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (Northeast Pennsylvania Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) __________________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Holding Company’s normal 's payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future Subsidiaries to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (Lawrence Financial Holdings Inc)
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 170,435 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax- qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plansretirement, pension plansprofit- sharing, profit-sharing plansemployee stock ownership, health-and-accident plansgroup life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future Subsidiaries to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (South Jersey Financial Corp Inc)
Compensation and Reimbursement. (a) The compensation specified under this Agreement 1. INTERIM SUPERINTENDENT shall constitute be paid the salary and benefits paid for the duties described in Section 2(b). In consideration equivalent of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a an annual salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) per year (“Base Salary”). Such Base Salary shall be payable bi270,000, pro-weekly, or in accordance with rated based upon the Company’s normal payroll practicesactual length of his employment as INTERIM SUPERINTENDENT.
2. During the period term of this AgreementContract, Executive’s Base Salary INTERIM SUPERINTENDENT shall be reviewed at least annually; entitled to all benefits provided to non-represented twelve-month certificated managers as an incident to their employment relationship with the first BOARD, including, but not limited to, the member retirement contributions to the California State Teachers Retirement System (STRS) and/or the California Public Employees Retirement System (PERS), vacation and illness, injury or health and dental benefits and leaves, and such review will benefits shall not be made no later than December 31 of each year reduced for the INTERIM SUPERINTENDENT during the term of this Agreement Contract.
3. The INTERIM SUPERINTENDENT, his spouse or domestic partner and children who are dependents will be covered by the health, life, medical, vision, and dental insurance policies of the DISTRICT in effect at the time of execution of this Contract or such policies and plans that may be implemented at a future date.
4. The job of the INTERIM SUPERINTENDENT requires extended automobile travel throughout the DISTRICT. Therefore, the INTERIM SUPERINTENDENT shall be effective from provided $833.33 per month as an automobile expense allowance for travel within the first day DISTRICT. The INTERIM SUPERINTENDENT will pay any expense for repairs, fueling, insurance or operation of his own automobile. Any tax consequences for the next calendar yearautomobile allowance will be INTERIM SUPERINTENDENT's individual responsibility. Such review This benefit may be used by the INTERIM SUPERINTENDENT personally. The allowance shall cover all travel within San Diego County. Automobile travel outside the County shall be conducted by reimbursed to the INTERIM SUPERINTENDENT at the rate per mile paid to other DISTRICT employees, except that in no case shall the mileage reimbursement for any one trip exceed the cost of round trip coach airfare.
5. The INTERIM SUPERINTENDENT is encouraged and expected to represent the DISTRICT at a Committee designated wide variety of meetings and community functions. These meetings and community functions include, but are not necessarily limited to, meetings such as those listed in Attachment "A" hereto. The INTERIM SUPERINTENDENT shall be reimbursed for out-of-pocket costs involved in such meetings and community functions, including travel, meal expenses and appropriate dues/membership fees. The INTERIM SUPERINTENDENT may instead provide payment for costs involved in such meetings and community functions with a credit card provided for such purpose by the Board DISTRICT, as long as original receipts are returned to the DISTRICT. The meal expense involved in such meetings and community functions shall not exceed $30.00 per person per meal. In the event that the meeting is in the nature of Directors a banquet, awards ceremony, recognition event, or similar meeting, or meeting with individuals (other than District staff) who are in a position to assist the DISTRICT in financial or other matters, or if the expense is being incurred in a city where the reasonable cost of appropriate meals is significantly higher than $30.00, then the Company and INTERIM SUPERINTENDENT shall be reimbursed the Board of Directors of the Bank (collectively the “Boards”)full costs associated with his attendance at such meeting, and the Boards may increase, but in such cases shall not decrease, Executive’s Base Salary (any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition be limited to the Base Salary amount of $30.00 per person per meal. For any meeting or community event functions or work-related expenses which are not otherwise provided for in this Section 3(a)Section, the Company and/or its subsidiaries shall provide Executive at no cost INTERIM SUPERINTENDENT is authorized to Executive be reimbursed in accordance with all such other benefits as are provided uniformly the usual claim/reimbursement policies and procedures applicable to permanent full-time employees of the Company and/or its subsidiariesDISTRICT generally. The INTERIM SUPERINTENDENT may pay for such expenses by using a DISTRICT provided credit card, as long as original receipts are provided. The BOARD reserves the right to regularly review these and any other claims/reimbursements made to the INTERIM SUPERINTENDENT as part of the review process addressed in Section D. In no event shall there be payment or reimbursement for alcoholic beverages under the provisions of the paragraph.
(b) 6. The Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries DISTRICT shall pay or reimburse Executive the INTERIM SUPERINTENDENT for all reasonable travel and any other reasonable and necessary expenses incurred by Executive the INTERIM SUPERINTENDENT, as long as such expenses are not prohibited by Board policy. Such expenses shall include, but not be limited to, the cost and operation of a cellular phone or other communication device and a home computer, printer and fax machine connected to the INTERIM SUPERINTENDENT's office computer workstation, in performing his obligations the continuing performance of the INTERIM SUPERINTENDENT's duties under this Agreement Contract. The INTERIM SUPERINTENDENT shall have the right to use any communication devices and may provide DISTRICT-provided computers to conduct personal business as long as such additional compensation in such form and such amounts as personal use does not interfere with the Board may from time to time determineperformance of his duties under this Contract.
Appears in 1 contract
Samples: Employment Agreement
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 182,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (Northeast Pennsylvania Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the The Holding Company and/or its subsidiaries shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars $102,629 ($750,000) per year (“"Base Salary”"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company or its Subsidiaries. Base Salary shall be payable bi-weekly, or in accordance with the Holding Company’s normal 's payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any at anytime. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided for under any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, or in which he begins to participate in the future, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future Subsidiaries to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute be entitled to a salary from the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Holding Company and/or or its subsidiaries shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 300,000 per year (“"Base Salary”"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company or its subsidiaries. Executive's Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practicespractices of the Holding Company or its subsidiaries. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or a Committee designated by the Board of Directors of the Company Board, and the Board of Directors or the Committee of the Bank (collectively the “Boards”), and the Boards Board may increase, but not decrease, increase Executive’s 's Base Salary (any increase in Salary. The increased Base Salary shall become the “"Base Salary” " for purposes of this the Agreement). In addition to the Base Salary provided in this the Section 3(a), Executive shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or or its subsidiaries shall provide in which Executive at no cost is eligible to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesparticipate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, including the payment for (i) the use of an automobile and payment for automobile insurance and any costs associated with its operation and maintenance, (ii) membership to a country club and the expenses and assessments associated therewith and (iii) attendance to national and state conventions and educational conferences and the expenses associated therewith for the Executive and his spouse, and the Holding Company and/or or its subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunderthereunder except to the extent that such changes would affect all of the Holding Company's or its subsidiaries employees. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the This Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 220,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and may provide in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such additional compensation expense.
(d) Executive shall be entitled to paid time off in such form accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) $ per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated by of the Board of Directors of the Company and the Board of Directors of the Bank (collectively the “BoardsCommittee”), and delegated such responsibility by the Boards Board. The Committee or the Board may increase, but not decrease, increase Executive’s Base Salary (any Salary. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(b(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars $155,000 ($750,000) per year (“"Base Salary”"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practicespractices of the Bank. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; on or about the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first 15th day of the next calendar December each year. Such review shall be conducted by the Board or by a Committee designated committee of the Board delegated such responsibility by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall thereafter become the “new "Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from as an employee of Forward Financial immediately prior to the beginning of the term of this Agreement, Agreement and the Company and/or its subsidiaries Forward Financial will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites (or any plans, arrangements or perquisites with respect to which Executive begins to participate at any time during the term of this Agreement) which would adversely affect Executive’s 's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect, unless such change is general in nature and applies in a nondiscriminatory manner to all employees covered by the plan, arrangement or perquisite. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or and receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Forward Financial now or in the future to its full-time employees of Forward Financial and/or senior executives and key management employeesemployees of Forward Financial, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation and benefits to which Executive is entitled under this Agreement. Without further action of the Board, Executive shall not be eligible to participate in or benefit from employee benefit plans, arrangements or perquisites of the Holding Company or the Bank.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries The Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determineAgreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 405,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense.
(d) The Bank shall continue to sponsor and may provide such additional compensation pay for the non-qualified supplemental retirement income plan(s) in such form effect on the date hereof for the benefit of Executive. The Bank shall also pay or reimburse Executive for the annual dues associated with Executive’s membership in a country club of Executive’s choice (subject to approval of the Chief Executive Officer, or in his absence, the Lead Director of the Bank), located in the market area served by the Bank. In addition, during the term of this Agreement the Bank shall lease, or reimburse Executive for the expense of leasing, an automobile for use by Executive provided the monthly lease payment does not exceed $1,000, and such amounts as provided further that the monthly lease allowance shall be reviewed by the Board may from at each Anniversary Date of the Agreement. The Bank shall also pay directly, or reimburse Executive for, the reasonable expenses associated with the use of such automobile, including gasoline, maintenance expenses and insurance. Such reimbursements and payments shall be made promptly by the Bank and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense.
(e) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and other benefits during periods of paid time off. Executive shall also be entitled to time determinepaid legal holidays in accordance with the policies of the Bank. Executive shall also be entitled to sick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the The Holding Company and/or its subsidiaries shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars $212,625 ($750,000) per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Holding Company or its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of annually on or about each year during the term of this Agreement and shall be effective from the first day of the next calendar yearMarch 31. Such review shall be conducted by the Board or a Committee committee designated by the Board. The Board of Directors of the Company and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall become the “new "Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive at no cost to Executive Executive, with all such other benefits as are benefits, arrangements and perquisites described in Exhibit A or otherwise provided uniformly to permanent full-time employees of the Holding Company and/or or its subsidiariesSubsidiaries.
(b) The Holding Company and/or its subsidiaries will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or its subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or or its subsidiaries Subsidiaries now or in the future to its the Holding Company's senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement, as mutually agreed to by the board and Executive.
(d) Except as otherwise provided in this Section 3(d), the Holding Company will provide to Executive for each calendar year during the term of this Agreement and may provide for the remaining term of this Agreement after a termination of employment following an Event of Termination as defined in Section 4 of this Agreement, no later than 90 days after the close of the calendar year to which such additional payment pertains ("Benefit Year"), a "Benefit Equity Payment" in addition to the contributions actually made (or benefits actually accrued) with respect to such year to any tax-qualified or non-tax-qualified compensation or benefit plan, arrangement, policy or program funded or sponsored by the Holding Company or its Subsidiaries, including but not limited to those of the following types: deferred compensation, retirement, defined benefit pension, defined contribution pension, supplemental executive retirement, profit sharing, employee stock ownership, stock option or stock bonus award, life insurance, health, medical, dental, disability, incentive compensation or bonus plan, perquisites, or other fringe benefits ("Benefit Plans") made on his behalf or otherwise accrued as consideration for his services described in Section 1 of this Agreement. The Benefit Equity Payment shall be an amount calculated by an actuary accountant or other licensed professional to equal the amount of the contributions (or other benefits) which would have been made or accrued for Executive for such form and such amounts year pursuant to all Benefit Plans as consideration for his services described in Section 1 of this Agreement but were not made or accrued because (i) any of the Board may from time to time determineBenefit Plans were terminated or not funded, or (ii) Executive was no longer employed or will not be employed by the Holding Company or its Subsidiaries.
Appears in 1 contract
Samples: Employment Agreement (Firstfed America Bancorp Inc)
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 182,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or nonqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel travel, including reasonable expenses for spouses travel, and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (Northeast Pennsylvania Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Association shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 190,962 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or nonqualified plan maintained by the Association. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesAssociation.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Association will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-and- accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Association in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Association in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. Executive shall receive compensation and reimbursement under this Agreement, as follows:
(a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 215,000 per year (“"Base Salary”). Such Base Salary shall be ") payable bi-weekly, or in accordance with the Company’s normal payroll practicespractices of the Bank. Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; annually with the Board making its first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated committee of the Board, delegated such responsibility by the Board. The committee or the Board of Directors of the Company may increase Executive's Base Salary at any time during this Agreement and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s Base Salary (any resulting annual salary attributable to such increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Bank in discretionary bonuses as authorized and declared by the Board to executive employees. No other compensation provided for in this Agreement shall be deemed a substitute for Executive's right to participate in such bonuses when and as declared by the Board.
(c) Executive shall be entitled to receive fees for serving as a director of the Holding Company and/or its subsidiaries will provide the Bank or as a member of any committee as received by other members of the Boards of Directors of the Holding Company and/or the Bank. Such fees shall be in addition to and not in lieu of any other remuneration provided for under this Agreement.
(d) Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all participants on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (d), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(ce) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation and benefits provided for by paragraphs (b), (c) and (d) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Holding Company and/or or its subsidiaries Subsidiaries shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 188,256 per year (“"Base Salary”"). Base Salary shall also include any amounts of compensation deferred by Executive under any tax qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bisemi-weekly, or in accordance with the Company’s normal payroll practicesmonthly. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement)Agreement from the date of such increase. In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder, except to the extent such changes are made applicable to all Holding Company and Association employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, stock option or restricted stock award plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) $ per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of (the Company and “Committee”). The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s Base Salary (any Salary. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(b(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 87,500 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with at the Company’s normal payroll practicessame time as salaries are paid to all other employees of the Bank. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such - 2 - plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine. The Executive shall be provided at his option, with an automobile expense allowance or the use of a recent model automobile which will be owned or leased by the Bank or the Holding Company, as may be mutually agreed upon by the Executive and the Bank. All reasonable expenses associated therewith shall be borne by the Bank.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ____________________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plansretirement, pension plansprofit- sharing, profit-sharing plansemployee stock ownership, health-and-accident plansgroup life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future Subsidiaries to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (Virginia Capital Bancshares Inc)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) [ ] per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated by of the Board of Directors of the Company and the Board of Directors of the Bank (collectively the “BoardsCommittee”), and delegated such responsibility by the Boards Board. The Committee or the Board may increase, but not decrease, increase Executive’s Base Salary (any Salary. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 189,525 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax- qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Holding Company or its Subsidiaries in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plansretirement, pension plansprofit- sharing, profit-sharing plansemployee stock ownership, health-and-accident plansgroup life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or or its subsidiaries in the future Subsidiaries to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (Virginia Capital Bancshares Inc)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 206,700 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to determine the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a)Section, the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies.
(d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time to time determinepolicies of the Bank.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) [ ] per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of (the Company and “Committee”). The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s Base Salary (any Salary. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Institution in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Institution shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars $375,000 ($750,000) per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Institution. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; on or about the first such review will be made no later than December 31 30th day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJune. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and . The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Institution shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesInstitution.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in paragraph (a) of this Section 3, the Institution will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, as amended and restated, and the Company and/or its subsidiaries Institution will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect except in the case of any change to the tax-qualified defined benefit pension plan sponsored by the Institution. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, employee stock ownership plans, stock or option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Institution in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Institution in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation and benefits provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Institution shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement, as mutually agreed to by the Board and Executive.
(d) Except as otherwise provided in this Section 3(d), the Institution will provide to Executive for each calendar year during the term of this Agreement and may provide for the remaining term of this Agreement after a termination of employment following an Event of Termination, as defined in Section 4 of this Agreement, a "Benefit Equity Payment." The Benefit Equity Payment shall be paid no later than 90 days after the close of the calendar year to which such additional payment pertains ("Benefit Year"), and shall be in addition to any contributions actually made (or benefits actually accrued) with respect to such Benefit Year to any tax-qualified or non-tax-qualified compensation or benefit plan, arrangement, policy or program funded or sponsored by the Institution, including but not limited to those of the following types: deferred compensation, retirement, defined benefit pension, defined contribution retirement, supplemental executive retirement, stock option or stock bonus award, life insurance, health, medical, dental, disability, incentive compensation or bonus plan, perquisites, or other fringe benefits ("Benefit Plans"). The Benefit Equity Payment, which shall be calculated by an actuary, accountant or other licensed professional, shall equal the amount of the contributions (or other benefits) which would have been made or accrued for Executive for the Benefit Year pursuant to all Benefit Plans as consideration for his services described in such form and such amounts as Section 1 of this Agreement, but which were not made or accrued because (i) the Board may from time Benefit Plan(s) were terminated or not funded, or (ii) Executive was no longer employed or will not be employed by the Institution. Not withstanding the foregoing, no Benefit Equity Payment shall be made for Execution with respect to time determinethe tax-qualified defined benefit pension plan sponsored by the Institution.
Appears in 1 contract
Samples: Employment Agreement (Richmond County Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Financial Services shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) __________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by Financial Services. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board. The Board of Directors of the Company and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, by resolution increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Financial Services shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesFinancial Services.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Financial Services will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Financial Services employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Institution or Financial Services in the future to its Financial Services' senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or Financial Services or its subsidiaries affiliates in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Financial Services shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder, except to the extent that such changes are made applicable to all Holding Company and Institution employees eligible to participate in such plans, arrangements and perquisites on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-profit- sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel travel, including reasonable expenses for spouse's travel, and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (Grand Central Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay the Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 377,500 per year (“Base Salary”). Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practicespractices of the Bank then in effect (but in any event in substantially equal installments, not less frequently than monthly) and subject to all applicable taxes required to be withheld by the Bank pursuant to federal, state or local law. During the period of this Agreement, the Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of may increase the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s Base Salary (any and once established at an increased specified rate shall not thereafter be reduced. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to, and not to be construed as part of, the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to the Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior available to the beginning executive officers of the term of this AgreementBank, and the Company and/or its subsidiaries Bank will not, without the Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect the Executive’s 's rights or benefits thereunder, except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), the Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. The Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which the Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse the Executive for (i) a monthly automobile allowance (or in lieu of an automobile allowance, regular transportation to and from work in a manner consistent with the transportation that has been provided) and country club dues in such amounts as may be agreed to by the Board from time to time, and (ii) all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of the Executive's obligations under this Agreement Agreement, and the Bank may provide such additional compensation in such form and such amounts as the Board may from time to time determine. Any such reimbursement shall be paid promptly by the Bank and in any event no later than March 15 of the year immediately following the year in which such expenses were incurred.
(d) The Executive shall be entitled to receive fees for serving as a director of the Bank or as a member of any committee of the Board of Directors of the Bank.
Appears in 1 contract
Samples: Employment Agreement (Tierone Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Association shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) _______ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or non-qualified plan maintained by the Association. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesAssociation.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Association will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-and- accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Association in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Association in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Company and/or its subsidiaries Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his the performance of Executive's obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (Grand Central Financial Corp)
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 230,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to determine the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect, unless such changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and may provide in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such additional compensation expense.
(d) Executive shall be entitled to paid time off in such form accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b)2. In consideration of the services to be rendered by Executive hereunder, the The Holding Company and/or its subsidiaries shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 165,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under a qualified plan maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by a the Salary and Personnel Committee designated by the Board of Directors of the Company Board, and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase Executive's Base Salary. Following any increase, but not decrease, Executive’s Base Salary (any increase in Base Salary the rate of base salary as increased shall become the “"Base Salary” " for purposes of this Agreement). In no event shall Executive's annual rate of salary under this Agreement in effect at a particular time be reduced without his prior written consent. In addition to the Base Salary provided in this Section 3(a4(a), the Holding Company and/or its subsidiaries shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or its subsidiariesand the Bank.
(b) The Holding Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or its subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder, provided, however, that the Holding Company may make such changes to such plans, agreements or perquisites generally provided on a nondiscriminatory basis to all employees, without the Executive's consent. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this 4 and other compensation provided for by paragraph (b) of this Section 34, the Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
(d) In the event that Executive assumes additional duties and responsibilities pursuant to Section 3(c) of this Agreement by reason of one of the circumstances contained in Section 3(c) of this Agreement, and the Executive receives or will receive less than the full amount of compensation and benefits formerly entitled to him under the Bank Agreement, the Holding Company shall assume the obligation to provide Executive with his compensation and benefits in accordance with the Bank Agreement less any compensation and benefits received from the Bank, subject to the terms and conditions of this Agreement including the termination for Cause provisions in Section 9.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 159,000 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal regular payroll practicespractices of the Bank. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; annually in connection with Executive's performance evaluation by the first such review will be made no later than December 31 Board and the Board's consideration of each year during any renewal or extension of the term of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such Executive's salary review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s Base Salary (any Board. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section Subsection 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Bank in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non- discriminatory basis. Without limiting the generality of the foregoing provisions of this Section Subsection 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Company and/or its subsidiaries in the future Bank to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries The Bank shall pay or reimburse Executive for all reasonable travel and other reasonable documented expenses which have been authorized by the Board and which Executive incurred by Executive in performing the performance of his obligations under this Agreement and Agreement. Further, the Bank may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 300,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to assist in determining the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and may provide in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such additional compensation expense.
(d) Executive shall be entitled to paid time off in such form accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Association shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ___________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Association. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Association shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesAssociation. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Association in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Association will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Association employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Company and/or its subsidiaries Association in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries The Association shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (South Jersey Financial Corp Inc)
Compensation and Reimbursement. (a) The Holding Company shall pay Executive as compensation under this Agreement a salary of not less than $173,800.00 (including amounts attributable to duties compensable with respect to On-Line Financial Services) per year. The compensation specified under this Agreement, together with a portion of that compensation that otherwise would be paid by the Bank pursuant to the Bank Agreement ("Base Salary"), shall constitute the salary and benefits consideration paid for the duties described in Section 2(b)1. In consideration Base Salary shall also include any amounts of the services to be rendered compensation deferred by Executive hereunder, under a qualified plan maintained by the Company and/or its subsidiaries shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) per year (“Base Salary”)Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by a the Compensation Committee designated by the Board of Directors of the Company Board, and the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. An increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In no event shall Executive's annual rate of salary under this Agreement in effect at a particular time be reduced without his prior written consent. In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or its subsidiariesand the Bank.
(b) The Holding Company and/or its subsidiaries will provide Executive with employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or its subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s 's rights or benefits thereunder, provided, however, that the Holding Company may make such changes to such plans, agreements or perquisites generally provided on a nondiscriminatory basis to all employees, without the Executive's consent. The Holding Company may acquire "Key Man" insurance on Executive upon such terms and conditions as may be determined from time to time by the Holding Company. Upon an Event of Termination as defined below, the Holding Company shall transfer all "Key Man" life insurance if any is owned by the Bank or the Holding Company to Executive. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will be entitled to participate in or and receive benefits under any employee benefit plans including ("Benefit Plans") whether tax qualified or not, including, but not limited to, stock grants, restricted stock, stock options (and other option derived benefits), Employee Stock Ownership Plans ("ESOP"), or any other stock based benefit plan, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-and- accident plansplan, medical coverage or any other employee benefit plan Benefit Plan or arrangement made available by the Holding Company and/or its subsidiaries or the Bank in the future to its senior executives and key management employees, with awards, grants and levels of benefits for Executive equal to at least levels customary in the industry for persons of like title, authority and responsibility as Executive and with levels of Executive's past participation in the Benefit Plans of the Holding Company or Bank subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Because the Holding Company has determined to pay a portion of Base Salary that might otherwise be attributable to the Executive's efforts on behalf of the Bank, in order that the Bank may continue to increase levels of capital while making available sufficient levels of compensation as are necessary to retain other senior executives instrumental to the continuing success of the Bank, all Base Salary earned by the Executive from the Holding Company pursuant to this Agreement and the Bank pursuant to the Bank Agreement shall be considered when determining the maximum extent that the Executive can participate under any Benefit Plan offered by either the Holding Company or the Bank. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall provide Executive with a late model automobile ("Automobile"), or Automobile allowance in lieu thereof, and shall pay or reimburse Executive for all reasonable travel business entertainment expense, travel, Automobile maintenance, operation and insurance and any other reasonable expenses incurred by Executive in to performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
(d) In the event that Executive assumes additional duties and responsibilities pursuant to Section 2(c) of this Agreement by reason of one of the circumstances contained in Section 2(c) of this Agreement, and the Executive receives or will receive less than the full amount of compensation and benefits formerly entitled to him under the Bank Agreement, the Holding Company shall assume the obligation to provide Executive with compensation and benefits in accordance with the Bank Agreement, less any compensation and benefits received from the Bank, subject to the terms and conditions of this Agreement including the Termination for Cause provisions in Section 8.
(e) In addition to Executive's Base Salary as provided in paragraph (a) of this Section 3 and any incentive compensation or discretionary bonus otherwise paid or payable to other senior executives or to this Executive exclusively, the Holding Company shall annually award a Fixed Incentive Award to Executive in an amount equal to two percent (2%) of the pre-tax profit of the Holding Company and each separately incorporated or organized subsidiary, on an unconsolidated basis, except to the extent paid under the terms of the Bank Agreement. The Fixed Incentive Award shall be paid to Executive or his designated beneficiary upon the earlier of (i) the termination by the Holding Company of his employment for other than Termination for Cause; (ii) the expiration of this Agreement; (iii) his death or Disability; or (iv) annually, upon the anniversary of this Agreement. In the event Executive is subject to Termination for Cause or voluntarily terminates his employment, Executive shall forfeit all rights to the Fixed Incentive Award provided under this paragraph.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 162,300 per year (“Base Salary”). Such Base Salary shall be ) payable bi-weekly, or in accordance with the Company’s normal payroll practicespractices of the Bank. Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. During the period of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated committee of the Board delegated such responsibility by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s Base Salary (any Salary. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Executive shall be entitled to participate in an equitable manner with all other executive officers of the Holding Company and/or its subsidiaries will provide in discretionary bonuses as authorized and declared by the Board to executive employees. No other compensation provided for in this Agreement shall be deemed a substitute for Executive’s right to participate in such bonuses when and as declared by the Holding Company Board.
(c) Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or its subsidiaries will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s rights or benefits thereunder; except to the extent such changes are made applicable to all participants on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (d), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Holding Company and/or its subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Bank of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 275,000 per year (“"Base Salary”"). Such Executive's Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practicesmonthly. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or a Committee designated by the Board of Directors of the Company Board, and the Board of Directors or the Committee of the Bank (collectively the “Boards”), and the Boards Board may increase, but not decrease, increase Executive’s 's Base Salary (any increase in Salary. The increased Base Salary shall become the “"Base Salary” " for purposes of this the Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall provide Executive at no premium cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, including the payment for (i) the use of an automobile and payment for automobile insurance and any costs associated with its operation and maintenance, (ii) membership to a country club and the Company and/or its subsidiaries expenses and assessments associated therewith and (iii) attendance to national and state conventions and educational conferences and the expenses associated therewith for the Executive and his spouse, and the Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunderthereunder except to the extent that such changes would affect all of the Bank's employees. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental executive retirement plans, pension plans, profit-sharing plans, health-and-accident plansplan, long-term disability plan, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 194,775 per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practices. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any Salary. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Bank in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Company and/or its subsidiaries in the future Bank to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries The Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Samples: Employment Agreement (Virginia Capital Bancshares Inc)
Compensation and Reimbursement. (a) The compensation specified under this Agreement Executive shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services be entitled to be rendered by Executive hereunder, the Company and/or its subsidiaries shall pay Executive as compensation a salary from the Holding Company or its Subsidiaries of not less than Seven Hundred Fifty Thousand Dollars ($750,000) per 94,800 year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any qualified or unqualified plan maintained by the Holding Company and its Subsidiaries. Such Base Salary shall be payable bisemi-weekly, or in accordance with the Company’s normal payroll practicesmonthly. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (any increase in Salary. The increased Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Holding Company and/or its subsidiaries shall also provide Executive Executive, at no premium cost to Executive with Executive, all such other benefits as are provided uniformly to permanent full-time employees of the Holding Company and/or and its subsidiariesSubsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including including, but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Holding Company and/or and its subsidiaries Subsidiaries in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will shall be entitled to incentive compensation and bonuses as provided in any plan of the Holding Company and/or and its subsidiaries Subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause)participate. Nothing paid to the Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3 and other compensation provided for by paragraph (b) of this Section 3, the Holding Company and/or its subsidiaries shall #27938/February 10, 1995 2 pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 160,000 per year (“Base Salary”). Such Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; the first such review will be made no later than annually by December 31 31st of each year during the term of this Agreement and shall be effective from the first day of the next calendar year. Such The review shall be conducted by the Board of Directors or by a Committee committee designated by the Board of Directors of the Company and Directors. The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, Executive’s Base Salary (at any time, except for a decrease not in excess of any decrease generally applicable to all officers of the Bank. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board of Directors may engage the services of an independent consultant to assist in the determination of the appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a)3, the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on a basis (including cost) no less favorable than the benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of Effective Date, and any other employee benefit plans, arrangements and perquisites suitable for the term of this AgreementBank’s senior executives adopted by the Bank subsequent to the Effective Date, and the Company and/or its subsidiaries Bank will not, without Executive’s prior written consent, make any changes in such the plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse effect, unless the changes apply equally to all other employees or senior officers of the Bank. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such the plans and arrangementsarrangements (including designation by the Board of Directors of eligibility to participate, if applicable). Executive will shall also be entitled to participate in any incentive compensation and bonuses as provided in any or bonus plan or arrangement of the Company and/or its subsidiaries or the Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan the plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies, provided that the reimbursement is made within one calendar year following the date on which the expense was incurred and provided further that the right to reimbursement is not exchanged for another benefit. The amount of expenses eligible for reimbursement during the calendar year may provide such additional compensation not affect the expenses eligible for reimbursement in such form any other calendar year.
(d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than 25 days paid time off during each year of employment. Executive shall receive his Base Salary and such amounts as other benefits during periods of paid leave. Executive shall also be entitled to paid legal holidays in accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the The Holding Company and/or its subsidiaries shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars $360,000 ($750,000) per year (“"Base Salary”"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company or its Subsidiaries. Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practicespractices of the Holding Company. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; on or about the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first 15th day of the next calendar December each year. Such review shall be conducted by the Board or by a Committee designated committee of the Board delegated such responsibility by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall thereafter become the “new "Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, as amended and restated, and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites (or any plans, arrangements or perquisites with respect to which Executive begins to participate at any time during the term of this Agreement, as amended and restated) which would adversely affect Executive’s 's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect, unless such change is general in nature and applies in a nondiscriminatory manner to all employees covered by the plan, arrangement or perquisite. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or and receive benefits under any employee benefit plans including including, but not limited to, retirement plans (such as pension, profit sharing and employee stock ownership plans), supplemental retirement plans, pension incentive plans, profit-sharing plans, health-and-accident plans, medical coverage or health and welfare plans and any other employee benefit plan or arrangement made available by the Holding Company and/or or its subsidiaries Subsidiaries now or in the future to its full-time employees of the Holding Company and/or senior executives and key management employeesemployees of 2 18 the Holding Company or its Subsidiaries, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation and benefits to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the The Holding Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determineAgreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Bank in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries The Bank shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) 280,000 per year (“Base Salary”). Base Salary shall include any amounts of compensation deferred by Executive under any employee benefit plan or deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weeklyweekly or, or if different, in accordance with the CompanyBank’s normal customary payroll practices. During the period term of this Agreement, Executive’s Base Salary shall be reviewed at least annually; annually by the first such review will be made no later than December 31 31st day of each year during the term of this Agreement and shall be effective from the first day of the next calendar yearJanuary. Such review shall be conducted by the Board or by a Committee committee designated by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank may increase (collectively the “Boards”), and the Boards may increase, but not decrease, ) Executive’s Base Salary (at any time. Any increase in Base Salary shall become the “Base Salary” for purposes of this Agreement). The Board may engage the services of an independent consultant to assist in determining an appropriate Base Salary. In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank, on the same basis (including cost) that such benefits are provided to other senior officers of the Bank.
(b) The Company and/or its subsidiaries In addition to the Base Salary provided for in Section 3(a), the Bank will provide Executive with the opportunity to participate in employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving a benefit from immediately prior to the beginning of the term of this Agreement, and any other employee benefit plans, arrangements and perquisites suitable for the Company and/or its subsidiaries Bank’s senior executives adopted by the Bank subsequent to the Effective Date. The Bank will not, without Executive’s prior written consent, make any changes in such plans, arrangements or perquisites which would adversely affect Executive’s rights or benefits thereunderthereunder (other than changes that would apply equally to all other employees or senior officers, as applicable, participating in such plans, arrangements or perquisites) without separately providing for an arrangement that ensures Executive receives, or will receive, the economic value that Executive would otherwise lose as a result of such adverse effect. Without limiting the generality of the foregoing provisions of this Section 3(b), Executive will shall be entitled to participate in or receive benefits under any employee benefit plans including plans, whether tax-qualified or otherwise, including, but not limited to, retirement plans, supplemental retirement plans, deferred compensation plans, pension plans, profit-sharing plans, employee stock ownership plans, stock award or stock option plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Bank in the future to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangementsarrangements (including designation by the Board of eligibility to participate, if applicable). Executive will shall also be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Company and/or its subsidiaries Bank in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan plan, in accordance with the terms of such plan(s), as to any year in which a Executive’s termination of employment occursoccurs prior to the last day of the Bank’s fiscal year, other than termination Termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (aSection 3(a) of this and other compensation and benefits provided for by Section 33(b), the Company and/or its subsidiaries Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement in accordance with the Bank’s reimbursement policies. Such reimbursements shall be made promptly by the Bank, and, in any event, not later than March 15 of the year immediately following the calendar year in which Executive incurred such expense.
(d) Executive shall be entitled to paid time off in accordance with the standard policies of the Bank for senior executive officers, but in no event less than thirty (30) days paid time off during each year of employment. Executive shall receive his Base Salary and may provide such additional compensation other benefits during periods of paid time off. Executive shall also be entitled to paid legal holidays in such form and such amounts as accordance with the Board may from time policies of the Bank. Executive shall also be entitled to time determinesick leave in accordance with the policies of the Bank, but in no event less than the number of days of sick leave per year to which Executive was entitled at the Effective Date of this Agreement.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). In consideration of the services to be rendered by Executive hereunder, the Company and/or its subsidiaries Bank shall pay Executive as compensation a salary of not less than Seven Hundred Fifty Thousand Dollars ($750,000) ___________ per year (“"Base Salary”"). Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Bank. Such Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal regular payroll practicespractices of the Bank. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; the first such review will be made no later than December 31 of each one year during from the term date of this Agreement and shall be effective from the first day of the next calendar yearAgreement. Such review shall be conducted by the Board or by a Committee designated of the Board, delegated such responsibility by the Board of Directors of the Company and Board. The Committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall become the “"Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries Bank shall also provide Executive Executive, at no premium cost to Executive Executive, with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiariesBank. In addition, Executive shall be entitled to incentive compensation and bonuses as provided in any plan or arrangement of the Bank in which Executive is eligible to participate.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from immediately prior to the beginning of the term of this Agreement, and the Company and/or its subsidiaries Bank will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites which would materially adversely affect Executive’s 's rights or benefits thereunder; except to the extent such changes are made applicable to all Bank employees on a non-discriminatory basis. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or receive benefits under any employee benefit all plans including but not limited torelating to stock options, retirement plansrestricted stock awards, stock purchases, pension, thrift, supplemental retirement plans, pension plansretirement, profit-sharing planssharing, health-and-accident plansemployee stock ownership, group life insurance, medical coverage and other health and welfare coverage, education, cash or any other employee benefit plan stock bonuses that are now or arrangement hereafter made available by the Company and/or its subsidiaries in the future Bank to its senior executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries The Bank shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.
Appears in 1 contract
Compensation and Reimbursement. (a) The compensation specified under this Agreement shall constitute consideration paid by the salary and benefits paid Holding Company in exchange for the duties described in Section 2(b)1 of this Agreement. In consideration of the services to be rendered by Executive hereunder, the The Holding Company and/or its subsidiaries shall pay Executive Executive, as compensation compensation, a salary of not less than Seven Hundred Fifty Thousand Dollars $155,000 ($750,000) per year (“"Base Salary”"). Such Base Salary shall include any amounts of compensation deferred by Executive under any tax-qualified retirement or welfare benefit plan or any other deferred compensation arrangement maintained by the Holding Company or its subsidiaries. Base Salary shall be payable bi-weekly, or in accordance with the Company’s normal payroll practicespractices of the Holding Company. During the period of this Agreement, Executive’s 's Base Salary shall be reviewed at least annually; on or about the first such review will be made no later than December 31 of each year during the term of this Agreement and shall be effective from the first 15th day of the next calendar December each year. Such review shall be conducted by the Board or by a Committee designated committee of the Board delegated such responsibility by the Board of Directors of the Company and Board. The committee or the Board of Directors of the Bank (collectively the “Boards”), and the Boards may increase, but not decrease, increase Executive’s 's Base Salary (at any time. Any increase in Base Salary shall thereafter become the “new "Base Salary” " for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Company and/or its subsidiaries shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Company and/or its subsidiaries.
(b) The Company and/or its subsidiaries will provide Executive with shall be entitled to participate in any employee benefit plans, arrangements and perquisites substantially equivalent to those in which Executive was participating or otherwise deriving benefit from as an employee of Forward Financial immediately prior to the beginning of the term of this Agreement, Agreement and the Holding Company and/or and its subsidiaries Subsidiaries will not, without Executive’s 's prior written consent, make any changes in such plans, arrangements or perquisites (or any plans, arrangements or perquisites with respect to which Executive begins to participate at any time during the term of this Agreement) which would adversely affect Executive’s 's rights or benefits thereunder, without separately providing for an arrangement that ensures Executive receives or will receive the economic value that Executive would otherwise lose as a result of such adverse affect, unless such change is general in nature and applies in a nondiscriminatory manner to all employees covered by the plan, arrangement or perquisite. Without limiting the generality of the foregoing provisions of this Section 3(bSubsection (b), Executive will shall be entitled to participate in or and receive benefits under any employee benefit plans including but not limited to, retirement plans, supplemental retirement plans, pension plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the Company and/or its subsidiaries Forward Financial now or in the future to its full-time employees of Forward Financial and/or senior executives and key management employeesemployees of Forward Financial, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Executive will be entitled to incentive compensation and bonuses as provided in any plan of the Company and/or its subsidiaries in which Executive is eligible to participate (and he shall be entitled to a pro rata distribution under any incentive compensation or bonus plan as to any year in which a termination of employment occurs, other than termination for Just Cause). Nothing paid to Executive under any such plan plans or arrangement arrangements will be deemed to be in lieu of other compensation and benefits to which Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this Section 3, the Company and/or its subsidiaries shall pay or reimburse Executive for all reasonable travel and other reasonable expenses incurred by Executive in performing his obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.Executive
Appears in 1 contract
