Compensation During Employment Period. (a) During the period commencing one year prior to a Change of Control ("Commencement Date") and ending upon the earlier of (i) one year after a Change of Control or (ii) upon the Executive's Termination of Employment for any reason by the Executive or by Fidelity Southern or the Bank or any Affiliate ("Employment Period"), the Executive will receive an annual base salary ("Annual Base Salary"), at least equal to the greater of (i) the highest annual base salary payable to the Executive by Fidelity Southern, the Bank and/or Affiliates in respect of the twelve full calendar month period immediately preceding the Commencement Date or (ii) the highest annual base salary rate of the Executive payable on and after the Commencement Date and prior to the Change of Control. During the Employment Period, the Annual Base Salary will be increased at any time and from time to time so as to be substantially consistent with increases in base salaries generally awarded in the ordinary course of business to other peer executives of Fidelity Southern, the Bank and Affiliates. Any increase in Annual Base Salary will not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary will not be reduced thereafter nor shall any such increase during the Employment Period be reduced thereafter.
(b) During the Employment Period, the Executive will be entitled to participate in all incentive plans (including, without limitation, stock option, stock purchase, savings, supplemental medical and retirement plans) and other programs and practices applicable generally to other peer executives of Fidelity Southern, the Bank or any Affiliates, but in no event will such plans and other programs, practices, including policies to provide the Executive with incentive opportunities, savings opportunities and retirement and other benefit opportunities, in each case, be less favorable, in the aggregate, than those provided by Fidelity Southern, the Bank or any Affiliates for the Executive under such plans, practices, policies and program as in effect at any time on and after the Commencement Date and prior to the Change of Control.
(c) In addition the method of the calculation of the Executive's total incentive compensation for each fiscal year, or part thereof, during the Employment Period will not be changed in any manner which will result in less total incentive compensation being paid or payable to the Executive by Fidelity Southern, the Bank and...
Compensation During Employment Period. (a) During the Employment Period, the Executive will receive an annual base salary ("Annual Base Salary"), at least equal to the base salary paid or payable to the Executive by Jefferson and its Affiliates in respect of the twelve-month period immediately preceding the Change of Control Date. During the Employment Period, the Annual Base Salary will be increased at any time and from time to time as will be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of Jefferson and its Affiliates. Any increase in Annual Base Salary will not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary will not be reduced after any such increase.
(b) During the Employment Period, the Executive will be entitled to participate in all incentive (including, without limitation, stock incentive), savings, retirement, split dollar life insurance plans, practices, policies and programs applicable generally to other peer executives of Jefferson and its Affiliates, but in no event will such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than those provided by Jefferson and its Affiliates for the Executive under such plans, practices, policies and program as in effect at any time during the six (6) months immediately preceding the Change of Control Date, provided that the Executive's total incentive compensation for each fiscal year during the Employment Period will be not less than the total incentive compensation paid or payable to the Executive by Jefferson and its Affiliates in respect of the fiscal year immediately preceding the Change of Control Date.
(c) During the Employment Period, the Executive and/or the Executive's family, as the case may be, will be eligible for participation in and will receive all benefits under welfare benefit plans, practices, policies and programs provided by Jefferson and its Affiliates (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of Je...
Compensation During Employment Period. As compensation for the services to be rendered by Executive to the Company during the Employment Period, Executive shall be paid the compensation and benefits:
Compensation During Employment Period. During the Employment Period, Employee shall be entitled to the following compensation:
(i) The Company shall pay to Employee a monthly base salary in an amount which is at least equal to Employee’s highest base monthly salary in effect during the 12-month period immediately preceding the Effective Date.
(ii) The Company shall pay to Employee an annual cash bonus (the “Required Bonus”), payable within 45 days after each anniversary of the Effective Date, in an amount which is at least equal the greater of (A) to the highest annual bonus paid to Employee in respect of any of the three fiscal years of the Company ended immediately preceding the Effective Date and (B) the bonus which would otherwise be required to be paid to Employee under the MIP Plan for the applicable period.
(iii) The Company shall continue to provide all employee benefit programs and fringe benefits, including, without limitation, incentive, savings, bonus, welfare benefit, reimbursement and retirement plans and the provision of Company automobiles, and permit Employee to participate therein at rates of participation and on terms and conditions which are at least equal to the most favorable rates of participation and terms and conditions available to Employee at any time during the 120-day period immediately preceding the Effective Date.
(iv) All cash compensation payable pursuant to this Section shall be subject to all withholding and deductions required by applicable law.
Compensation During Employment Period. As long as the Executive remains employed by the Company during the Employment Period, the Company agrees to pay or cause to be paid to the Executive, and the Executive agrees to accept in exchange for the services rendered hereunder by the Executive, the following compensation:
Compensation During Employment Period. During the Employment Period, the Executive shall be compensated as follows:
(a) The Executive shall receive an annual salary which is not less than his annual salary immediately prior to the Employment Period, payable in accordance with the normal payroll practices of the Company (or its applicable affiliate).
(b) The Executive shall be entitled to participate in annual cash-based incentive compensation plans which, in the aggregate, provide bonus opportunities which are not materially less favorable to the Executive than the greater of (i) the opportunities provided by the Company or its affiliates for executives with comparable levels of responsibility as in effect from time to time; and (ii) the opportunities provided to the Executive under all such plans in which he was participating prior to the Employment Period, which bonuses shall be paid in accordance with the terms of the applicable bonus arrangement.
(c) The Executive shall be eligible to participate in other incentive compensation plans and other employee benefit plans on a basis not materially less favorable to the Executive than that applicable to other executives of the Company or its affiliates with comparable levels of responsibility as in effect from time to time.
Compensation During Employment Period. The Company shall pay to Mr. Xxxxxxxx xxxe salary compensation at the rate of $650,000 per year until January 1, 1999, and thereafter as determined by the Compensation Committee of the Company's Board of Directors.
Compensation During Employment Period. (a) Upon the occurrence of a Change in Control, the Executive shall receive during the Employment Period, (i) Base Pay and (ii) an opportunity to receive annual cash incentive compensation pursuant to a plan or arrangement mutually agreed upon by the Board and the Executive.
(b) For his service pursuant to Section 4(a) hereof, during the Employment Period the Executive shall be a full participant in, and shall be entitled to the perquisites, benefits and service credit for benefits as provided under, any and all policies, plans, programs or arrangements in which senior executives of the Company participate providing Employee Benefits; provided however, that the Executive's rights thereunder shall be governed by the terms thereof and shall not be enlarged hereunder or otherwise affected hereby. Notwithstanding the foregoing, if and to the extent such Employee Benefits are not payable or provided under any such policy, plan, program or arrangement, then the Company shall itself pay or provide therefor. Nothing in this Agreement shall preclude improvement or enhancement of any Employee Benefits, provided that no such improvement shall in any way diminish any other obligation of the Company under this Agreement.
Compensation During Employment Period. 3.1 As full compensation for his services and undertakings during the Employment Period, the Executive shall receive a salary at the rate of $325,000.00 per year, subject to adjustment as hereafter provided, payable in twenty-six equal installments or other more frequent installments in accordance with the regular pay policies of the Company. The Executive’s annual bonus for fiscal 2004 shall be determined by the compensation committee of the Board under the 2004 annual bonus plan. Furthermore, the Executive shall receive a full year bonus for the fiscal year 2005, as determined pursuant to a bonus plan for fiscal 2005 to be adopted by the compensation committee of the Board, should the Executive serve as President and Chief Executive Officer of the Company at least through January 1, 2005. For the purposes of calculating the Executive’s annual bonus, such calculation shall exclude distributions made to holders of the Company’s preferred stock or distributions made pursuant to other financing instruments.
3.2 During the Employment Period, the Executive shall also be entitled to (a) four (4) weeks paid vacation annually, (b) participate in group medical insurance and other benefits or programs of the Company hereafter established and made available by the Company to its executives, and (c) officers/directors insurance, the cost of which will be borne by the Company.
3.3 The Company shall deduct from the Executive’s salary, bonus or incentive compensation any federal, state or city withholding taxes, social security contributions and any other amounts which may be required to be deducted or withheld by the Company pursuant to any federal, state or city laws, rules or regulations.
3.4 During the Employment Period (and not following the termination of the Executive’s employment), the Company shall pay the Executive the sum of $10,000 per calendar quarter for non-accountable expenses incurred by him in connection with the performance of his duties or in furtherance of the business and/or interest of the Company.
3.5 During the Employment Period, the Company shall afford the Executive the right to be a selling shareholder in connection with any offering of equity securities by the Company or another selling shareholder with which the Company cooperates so long as such participation is not in conflict or inconsistent with any other agreement of the Company in effect on October 30, 2003, provided that the Executive may only sell up to one-third of the shares held ...
Compensation During Employment Period. During the Employment Period:
(i) You will receive an annual base salary of $572,000, payable in accordance with the normal payroll practices of the Company in effect from time to time. Your performance will be reviewed by the Compensation Committee of the Board on an annual basis in conjunction with an annual salary review.
(ii) You will be eligible to receive an annual cash incentive bonus with a target amount equal to 55% of your then-current annual base salary (the “Target Bonus”). Your bonus will be subject to the terms of the applicable bonus plan developed and approved by the Board or the Compensation Committee of the Board in consultation with you. Any bonus awarded will be paid on or before March 15 of the calendar year immediately following the year for which the bonus was awarded, subject to your employment at the end of the calendar year for which the bonus is due, except as otherwise expressly provided for herein. Your annual bonus will be pro-rated for any partial year of service as President and Chief Executive Officer.
(iii) You will be eligible to participate in any and all benefit programs that the Company establishes and makes available to its employees from time to, time, provided that you are eligible under (and subject to all provisions of) the plan documents that govern those programs. Benefits are subject to change at any time in the Company’s sole discretion. You will be entitled to paid time off in accordance with the policies of the Company.
(iv) The Company will reimburse you for all reasonable business expenses incurred by you in the performance of your duties, subject to the Company’s expense reimbursement policies applicable to senior executives in effect from time to time.
