EESA Provisions. (a) MB has entered into agreements with the U.S. Treasury Department (“UST”) under which Manhattan Bancorp issued preferred shares (“Preferred Shares”) and other securities to the UST as part of the Troubled Assets Relief Program Capital Purchase Program (“CPP”) established under the Emergency Economic Stabilization Act of 2008 (“EESA”). Executive is a Senior Executive Officer (as such term is defined under EESA), has determined that MB’s participation in the CPP is of material benefit to Executive, approved MB’s participation in the CPP, requested that MB participate in the CPP and agrees to abide by all existing and future terms of EESA, and any regulations thereunder, restricting payment of compensation to Executive. (b) EESA imposes certain restrictions on employment agreements, severance, bonus and incentive compensation, stock options and awards, and other compensation and benefit plans and arrangements (“Plans”) maintained by MB, Bank and their affiliates and requires that such restrictions remain in place for so long as the UST holds any debt or equity securities issued by MB or Bank. The parties hereby agree that all Plans providing benefits to Executive shall be construed and interpreted at all times that the UST maintains any debt or equity investment in MB or Bank in a manner consistent with EESA, and all such Plans shall be deemed to have been amended as determined by MB and Bank so as to comply with the restrictions imposed by EESA. Executive recognizes that such changes may result in the reduction or elimination of benefits otherwise provided to Executive under this Agreement or any other Plan. Notwithstanding any other terms of this Agreement or any other Plan providing benefits to Executive, to the extent that any provision of this Agreement or any other Plan is determined by MB or Bank, to be subject to and not in compliance with EESA, including the timing, amount or entitlement of Executive to any payment of severance, bonus or any other amounts, such provisions shall be interpreted and deemed to have been amended to comply with the terms of EESA. Without limiting the foregoing, any “golden parachute payment” or other severance payments due in connection with termination of Executive’s employment with MB or Bank provided under this Agreement or any other Plan, as defined for purposes of EESA and Section 280(G)(e) of the Internal Revenue Code of 1986, as amended (“Code”), including any benefits payable under Subparagraphs F.4 and F.5, shall be prohibited if such termination occurs while the Preferred Shares remain outstanding and held by the UST. The parties hereto further agree that (i) Executive shall at no time be entitled to receive any compensation based upon incentives that encourage Executive to take unnecessary and excessive risks on behalf of Bank or MB; (ii) Executive shall promptly repay Bank, MB or any other affiliated entity compensating Executive, within thirty (30) days of demand, the amount of any bonus or incentive compensation paid to Executive based upon statements of earnings, gains or other criteria that are later determined to be materially inaccurate; and (iii) all golden parachute payments to Executive are prohibited.
Appears in 3 contracts
Samples: Employment Agreement (Manhattan Bancorp), Employment Agreement (Manhattan Bancorp), Employment Agreement (Manhattan Bancorp)
EESA Provisions. (a) MB Employer's parent company, MCB, has entered or intends to enter into agreements with the U.S. Treasury Department (“"UST”") under which Manhattan Bancorp issued MCB will issue preferred shares (“Preferred Shares”) and other securities to the UST as part of the Troubled Assets Relief Program Capital Purchase Program (“"CPP”") established under the Emergency Economic Stabilization Act of 2008 (“"EESA”"). Executive is a Senior Executive Officer (as such term is defined under EESA), has determined that MB’s MCB's participation in the CPP is will be of material benefit to Executive, approved MB’s MCB's participation in the CPP, requested that MB MCB participate in the CPP and agrees to abide by all existing and future terms of EESA, and any regulations thereunder, EESA restricting payment of compensation to Executive.
(b) EESA imposes certain restrictions on employment agreements, severance, bonus and incentive compensation, stock options and awards, and other compensation and benefit plans and arrangements (“"Plans”") maintained by MBEmployer, Bank MCB and their affiliates and requires that such restrictions remain in place for so long as the UST holds any debt or equity securities issued by MB or BankMCB. The parties hereby agree that all Plans providing benefits to Executive shall be construed and interpreted at all times that the UST maintains any debt or equity investment in MB or Bank MCB in a manner consistent with EESA, and all such Plans shall be deemed to have been amended as determined by MB Employer and Bank MCB so as to comply with the restrictions imposed by EESA. Executive recognizes that such changes may result in the reduction or elimination of benefits otherwise provided to Executive under this Agreement or any other Plan. Notwithstanding any other terms of this Agreement or any other Plan providing benefits to Executive, to the extent that any provision of this Agreement or any other Plan is determined by MB Employer or BankMCB, to be subject to and not in compliance with EESA, including the timing, amount or entitlement of Executive to any payment of severance, bonus or any other amounts, such provisions shall be interpreted and deemed to have been amended to comply with the terms of EESA. Without limiting the foregoing, any “"golden parachute payment” or other severance payments due in connection with termination of Executive’s employment with MB or Bank " provided under this Agreement or any other Plan, as defined for purposes of EESA and Section 280(G)(e) of the Internal Revenue Code of 1986, as amended (“"Code”"), including any benefits payable under Subparagraphs F.4 and F.5, shall be prohibited if such termination occurs while and aggregate severance payments and benefits due as a result of Executive's "involuntary termination" of employment as defined for purposes of EESA and the Preferred Shares remain outstanding and held by Code or in connection with any bankruptcy filing, insolvency or receivership of MCB, Employer or certain other entities shall be limited to an amount not exceeding three times Executive's "base amount" as defined in Section 280G(b)(3) of the USTCode. The parties hereto further agree that (i) Executive shall at no time be entitled to receive any compensation based upon incentives that encourage Executive to take unnecessary and excessive risks on behalf of Bank Employer or MBMCB; (ii) Executive shall promptly repay BankEmployer, MB MCB or any other affiliated entity compensating Executive, within thirty (30) days of demand, the amount of any bonus or incentive compensation paid to Executive based upon statements of earnings, gains or other criteria that are later determined to be materially inaccurate; and (iii) all golden parachute payments to Executive are prohibited.
(c) Severance compensation under Paragraph F of the Agreement and any other Plan will be reduced as provided below to avoid the penalties imposed on "golden parachute payments" under the Code and EESA.
(i) If the present value of all Executive's severance compensation provided by Employer or MCB under Paragraph F and outside this Agreement is high enough to cause any such payment to be a “golden parachute payment” (as defined in Section 280G(b)(2) of the Code or EESA), then one or more of such payments will be reduced by the minimum amount required to prevent the severance compensation under this Agreement from being a “golden parachute payment.”
(ii) Executive may direct Employer and MCB regarding the order of reducing severance compensation and other payments from Employer and MCB to comply with this paragraph.
Appears in 1 contract
EESA Provisions. (a) MB The Company has entered into agreements with the U.S. Treasury Department (“UST”) under which Manhattan Bancorp the Company has issued preferred shares (“Preferred Shares”) and other securities to the UST as part of the Troubled Assets Relief Program Capital Purchase Program (“CPP”) established under the Emergency Economic Stabilization Act of 2008 (“EESA”). Executive is a Senior Executive Officer (as such term is defined under EESA), has determined that MBthe Company’s participation in the CPP is of material benefit to Executive, approved MB’s participation in the CPP, requested that MB participate in the CPP and agrees to abide by all existing and future terms of EESA, and any regulations thereunder, EESA restricting payment of compensation to Executive.
(b) EESA imposes certain restrictions on employment agreements, severance, bonus and incentive compensation, stock options and awards, and other compensation and benefit plans and arrangements (“Plans”) maintained by MB, Bank the Company and their its affiliates and requires that such restrictions remain in place for so long as the UST holds any debt or equity securities issued by MB or Bankthe Company. The parties hereby agree that all Plans providing benefits to Executive shall be construed and interpreted at all times that the UST maintains any debt or equity investment in MB or Bank the Company in a manner consistent with EESA, and all such Plans shall be deemed to have been amended as determined by MB and Bank the Company so as to comply with the restrictions imposed by EESA. Executive recognizes that such changes may result in the reduction or elimination of benefits otherwise provided to Executive under this Agreement or any other Plan, including specifically Executive’s severance benefits under Subparagraph F.5(b). Notwithstanding any other terms of this Agreement or any other Plan providing benefits to Executive, to the extent that any provision of this Agreement or any other Plan is determined by MB or Bankthe Company, to be subject to and not in compliance with EESA, including the timing, amount or entitlement of Executive to any payment of severance, bonus or any other amounts, such provisions shall be interpreted and deemed to have been amended to comply with the terms of EESA. Without limiting the foregoing, any “golden parachute payment” or other severance payments due in connection with termination of Executive’s employment with MB or Bank ’ provided under this Agreement or any other Plan, as defined for purposes of EESA and Section 280(G)(e) of the Internal Revenue Code of 1986, as amended (“Code”), including any benefits payable under Subparagraphs F.4 and F.5, shall be prohibited if such termination occurs while and aggregate severance payments and benefits due as a result of Executive’s “involuntary termination” of employment as defined for purposes of EESA and the Preferred Shares remain outstanding and held by Code or in connection with any bankruptcy filing, insolvency or receivership of the USTCompany, the Bank or certain other entities shall be limited to an amount not exceeding three (3) times Executive’s “base amount” as defined in Section 280G(b)(3) of the Code. The parties hereto further agree that (i) Executive shall at no time be entitled to receive any compensation based upon incentives that encourage Executive to take unnecessary and excessive risks on behalf of Bank or MBthe Company; (ii) Executive shall promptly repay Bank, MB the Company or any other affiliated entity compensating Executive, within thirty (30) days of demand, the amount of any bonus or incentive compensation paid to Executive based upon statements of earnings, gains or other criteria that are later determined to be materially inaccurate; and (iii) all golden parachute payments to Executive are prohibited.
Appears in 1 contract
EESA Provisions. (a) MB Employer's parent company, MCB, has entered or intends to enter into agreements with the U.S. Treasury Department (“"UST”") under which Manhattan Bancorp issued MCB will issue preferred shares (“Preferred Shares”) and other securities to the UST as part of the Troubled Assets Relief Program Capital Purchase Program (“"CPP”") established under the Emergency Economic Stabilization Act of 2008 (“"EESA”"). Executive is a Senior Executive Officer (as such term is defined under EESA), has determined that MB’s MCB's participation in the CPP is will be of material benefit to Executive, approved MB’s MCB's participation in the CPP, requested that MB MCB participate in the CPP and agrees to abide by all existing and future terms of EESA, and any regulations thereunder, EESA restricting payment of compensation to Executive.
(b) EESA imposes certain restrictions on employment agreements, severance, bonus and incentive compensation, stock options and awards, and other compensation and benefit plans and arrangements (“"Plans”") maintained by MBEmployer, Bank MCB and their affiliates and requires that such restrictions remain in place for so long as the UST holds any debt or equity securities issued by MB or BankMCB. The parties hereby agree that all Plans providing benefits to Executive shall be construed and interpreted at all times that the UST maintains any debt or equity investment in MB or Bank MCB in a manner consistent with EESA, and all such Plans shall be deemed to have been amended as determined by MB Employer and Bank MCB so as to comply with the restrictions imposed by EESA. Executive recognizes that such changes may result in the reduction or elimination of benefits otherwise provided to Executive under this Agreement or any other Plan. Notwithstanding any other terms of this Agreement or any other Plan providing benefits to Executive, to the extent that any provision of this Agreement or any other Plan is determined by MB Employer or BankMCB, to be subject to and not in compliance with EESA, including the timing, amount or entitlement of Executive to any payment of severance, bonus or any other amounts, such provisions shall be interpreted and deemed to have been amended to comply with 3266.003/251414.1 the terms of EESA. Without limiting the foregoing, any “"golden parachute payment” or other severance payments due in connection with termination of Executive’s employment with MB or Bank " provided under this Agreement or any other Plan, as defined for purposes of EESA and Section 280(G)(e) of the Internal Revenue Code of 1986, as amended (“"Code”"), including any benefits payable under Subparagraphs F.4 and F.5, shall be prohibited if such termination occurs while and aggregate severance payments and benefits due as a result of Executive's "involuntary termination" of employment as defined for purposes of EESA and the Preferred Shares remain outstanding and held by Code or in connection with any bankruptcy filing, insolvency or receivership of MCB, Employer or certain other entities shall be limited to an amount not exceeding three times Executive's "base amount" as defined in Section 280G(b)(3) of the USTCode. The parties hereto further agree that (i) Executive shall at no time be entitled to receive any compensation based upon incentives that encourage Executive to take unnecessary and excessive risks on behalf of Bank Employer or MBMCB; (ii) Executive shall promptly repay BankEmployer, MB MCB or any other affiliated entity compensating Executive, within thirty (30) days of demand, the amount of any bonus or incentive compensation paid to Executive based upon statements of earnings, gains or other criteria that are later determined to be materially inaccurate; and (iii) all golden parachute payments to Executive are prohibited.
(c) Severance compensation under Paragraph F of the Agreement and any other Pl
(i) If the present value of all Executive's severance compensation provided by Employer or MCB under Paragraph F and outside this Agreement is high enough to cause any such payment to be a “golden parachute payment” (as defined in Section 280G(b)(2) of the Code or EESA), then one or more of such payments will be reduced by the minimum amount required to prevent the severance compensation under this Agreement from being a “golden parachute payment.”
(ii) Executive may direct Employer and MCB regarding the order of reducing severance compensation and other payments from Employer and MCB to comply with this paragraph.
Appears in 1 contract
EESA Provisions. (a) MB The Company has entered into agreements with the U.S. Treasury Department (“UST”) under which Manhattan Bancorp the Company has issued preferred shares (“Preferred Shares”) and other securities to the UST as part of the Troubled Assets Relief Program Capital Purchase Program (“CPP”) established under the Emergency Economic Stabilization Act of 2008 (“EESA”). Executive is a Senior Executive Officer (as such term is defined under EESA), has determined that MBthe Company’s participation in the CPP is of material benefit to Executive, approved MB’s participation in the CPP, requested that MB participate in the CPP and agrees to abide by all existing and future terms of EESA, and any regulations thereunder, EESA restricting payment of compensation to Executive.
(b) EESA imposes certain restrictions on employment agreements, severance, bonus and incentive compensation, stock options and awards, and other compensation and benefit plans and arrangements (“Plans”) maintained by MB, Bank the Company and their its affiliates and requires that such restrictions remain in place for so long as the UST holds any debt or equity securities issued by MB or Bankthe Company. The parties hereby agree that all Plans providing benefits to Executive shall be construed and interpreted at all times that the UST maintains any debt or equity investment in MB or Bank the Company in a manner consistent with EESA, and all such Plans shall be deemed to have been amended as determined by MB and Bank the Company so as to comply with the restrictions imposed by EESA. Executive recognizes that such changes may result in the reduction or elimination of benefits otherwise provided to Executive under this Agreement or any other Plan, including specifically Executive’s severance benefits under Subparagraph F.5(b). Notwithstanding any other terms of this Agreement or any other Plan providing benefits to Executive, to the extent that any provision of this Agreement or any other Plan is determined by MB or Bankthe Company, to be subject to and not in compliance with EESA, including the timing, amount or entitlement of Executive to any payment of severance, bonus or any other amounts, such provisions shall be interpreted and deemed to have been amended to comply with the terms of EESA. Without limiting the foregoing, any “golden parachute payment” or other severance payments due in connection with termination of Executive’s employment with MB or Bank ’ provided under this Agreement or any other Plan, as defined for purposes of EESA and Section 280(G)(e) of the Internal Revenue Code of 1986, as amended (“Code”), including any benefits payable under Subparagraphs F.4 and F.5, shall be prohibited if such termination occurs while and aggregate severance payments and benefits due as a result of Executive’s “involuntary termination” of employment as defined for purposes of EESA and the Preferred Shares remain outstanding and held by Code or in connection with any bankruptcy filing, insolvency or receivership of the USTCompany, the Bank or certain other entities shall be limited to an amount not exceeding three (3) times Executive’s “base amount” as defined in Section 280G(b)(3) of the Code. The parties hereto further agree that (i) Executive shall at no time be entitled to receive any compensation based upon incentives that encourage Executive to take unnecessary and excessive risks on behalf of Bank or MBthe Company; (ii) Executive shall promptly repay Bank, MB the Company or any other affiliated entity compensating Executive, within thirty (30) days of demand, the amount of any bonus or incentive compensation paid to Executive based upon statements of earnings, gains or other criteria that are later determined to be materially inaccurate; and (iii) all golden parachute payments to Executive are prohibited.. 3266.003/360366.4
Appears in 1 contract
