Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in employee and executive benefit plans and programs of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive. In furtherance of and not in limitation of the foregoing, during the Term: (i) Executive will participate as Senior Vice President in all executive and employee vacation and time-off programs; (ii) The Bank will provide Executive with coverage as Senior Vice President with respect to long-term disability insurance; (iii) Executive will be covered by Bank-paid group term life insurance; (iv) Executive will be entitled to benefits under the Supplemental Savings and Retirement Plan (the “SERP”) in accordance with the terms thereof, with the effective date of Executive's participation therein to be the Effective Date; and (v) Following Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans; provided, however, that Executive’s participation in such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Amendment Date. The Bank Company makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive. The foregoing notwithstanding, Executive shall be eligible to participate or receive compensation and benefits under the Company’s Employee Protection Plan and his Change-in-Control Agreement, provided that any compensation and benefits to Executive under the Employee Protection Plan and the Change-in-Control Agreement shall be payable only if and to the extent that such benefits would exceed the corresponding benefits payable under this Agreement. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice President and General Counsel in all executive and employee vacation and time-off programs;
(ii) The Bank Company will provide Executive with coverage as Senior Vice President and General Counsel with respect to long-term disability insuranceinsurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Amendment Date;
(iii) Executive will be covered by BankCompany-paid group and individual term life insurance;insurance providing a death benefit no less than the death benefit provided under Company-paid insurance in effect at the Amendment Date; provided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle; and
(iv) Executive will be entitled to benefits under the Supplemental Savings and Retirement IMS Health Incorporated Executive Pension Plan (the “SERPEXPP”) in accordance with the terms thereof), with the effective date of Executive's ’s participation therein to be February 11, 2003. Notwithstanding anything to the Effective Date; and
(v) Following contrary in this Agreement or the EXPP, Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the BankCompany (and its predecessor Cognizant Corporation) prior to the date that his participation in the EXPP commenced shall be included as Service for purposes of participation, vesting and accrual of benefits under the EXPP subject to the special rules contained in this Section 5(b)(iv). In For the period from February 11, 2003 through January 31, 2006, Executive shall be deemed a participant in both the EXPP and the IMS Health Incorporated U.S. Executive Retirement Plan (the “USERP”), with Service apportioned between the two Plans; for this purpose, Executive shall be credited with additional Service for purposes of the EXPP (the “Additional Service Credits”), including without limitation, Sections 3.1(b)(i) and 3.2(b)(i) of the EXPP, with a corresponding reduction in Service for purposes of Sections 3.1(b)(i) and 3.2(b)(i) of the USERP, as follows: Feb. 11, 2003 6.0833 0 6.0833 Jan. 31, 2004 4 3 7 Jan. 31, 2005 2 6 8 Jan. 31, 2006 0 9 9 From and after January 31, 2006, such Additional Service Credits shall remain credited under the EXPP, and Executive’s benefits shall be determined solely under the EXPP, with Executive’s further Service accruing in accordance with the terms of the EXPP. The provisions governing the accrual of Service under the EXPP set forth herein shall take precedence over any inconsistent provision of the EXPP, including without limitation Section 1.32(e) of the EXPP (providing phased-in credit for pre-participation Service). Years of Service credited in accordance with the above table shall be determined in accordance with the rules generally applicable to crediting Service under the EXPP, including the rules which provide that Service shall be computed in 1/12ths of a year, with a full month being granted for each completed or partial calendar month. The foregoing notwithstanding, in the event that Executive’s service with Executive shall become eligible for Retirement Benefits or Deferred Vested Benefits under the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b)USERP and/or the EXPP, Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be aggregate benefit payable to Executive in equal monthly installments on under the first day of each month following USERP and/or the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, EXPP shall not be entitled to receive less than the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement or Deferred Vested Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, that would have been payable to Executive under the BankUSERP had Executive continued to participate in the USERP from February 11, and no further monthly installments shall be payable under this Agreement2003 until the date of his retirement or termination of employment. In Moreover, in the event that Executive’s employment is terminated by Surviving Spouse shall become eligible for death benefits under the Bank without Cause within two years after a Change in Control as provided in Section 7(e) USERP and/or the EXPP prior to the commencement of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreementbenefit payments to Executive, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following ExecutiveSurviving Spouse’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account less than the Surviving Spouse’s Benefit that would have been payable under the USERP had Executive continued to participate in the USERP from February 11, 2003 until the date of payment prior to Executive’s attainment death. Furthermore, for purposes of age 60. The calculating Retirement Benefit Benefits, Deferred Vested Benefits or Surviving Spouse’s Benefits payable pursuant to this Section 5(b)(v) under the USERP and/or the EXPP, Executive’s Average Final Compensation shall not be funded less than $465,000. Capitalized terms used herein and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive otherwise defined shall have only the right of an unsecured general creditor of meaning ascribed to them in the Bank and EXPP (or if applicable, the Company for the Retirement Benefit provided pursuant to this Section 5(b)(vUSERP), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in employee and executive benefit plans and programs of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice President in all executive and employee vacation and time-off programs;
(ii) The Bank will provide Executive with coverage as Senior Vice President with respect to long-term disability insurance;
(iii) Executive will be covered by Bank-paid group term life insurance;
(iv) Executive will be entitled to benefits under the Supplemental Savings and Retirement Plan (the “SERP”) in accordance with the terms thereof, with the effective date of Executive's ’s participation therein to be the Effective Date; and
(v) Following Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank, subject to the provisions of Section 7(g) (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code). In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank Bank, subject to the provisions of Section 7(g), for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, subject to Section 7(g), regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are generally available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including including, without limitation limitation, plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, 401(k) and stock ownership plans. The Bank makes In addition, Executive shall be eligible to participate in and receive or participate in perquisites under policies implemented by the Board and the Committee. It is understood that no commitment under this Section 5(b) minimum level of perquisites is guaranteed hereunder, and that the Company may make available compensation and benefits to provide participation opportunities one or more individual executives that will not be deemed “generally available” to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executivesenior executives. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice Chief Executive Officer and President in all executive and employee vacation and time-off programs;; provided that Executive shall be entitled to a minimum of 25 business days of vacation annually; and
(ii) The Bank will provide Company shall pay an annual amount equal to $130,768 for the premium payments incurred in providing Executive with coverage as Senior Vice President with respect to long-term disability insurance;a life insurance policy during the Term in the amount of $10,000,000 (the “Life Insurance Policy”); and
(iii) The Company shall pay the premium payments incurred in providing Executive will be covered by Bank-paid group term life insurance;with a disability insurance policy providing for a single sum disability payment in the amount of $10,000,000 subject to Executive satisfying medical underwriting requirements (and subject to a maximum annual premium payment of $150,000); and
(iv) The Company shall reimburse Executive will be entitled to benefits for the cost of an annual physical examination which is not paid for or reimbursed under the Supplemental Savings Company's medical insurance, and Retirement Plan Executive shall be required under this Agreement to undergo an annual physical examination by a qualified medical doctor (the “SERP”) in accordance with the terms thereof, with the effective date of Executive's participation therein to be the Effective DateMD); and
(v) Following Executive’s completion of five years of “Credited Service” The Company shall provide Executive with a reasonable automobile allowance during the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d))Term, Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for and on a period of 20 years, commencing basis consistent with Company policy applicable to Executive on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewithEffective Date.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in employee and executive benefit plans and programs of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Executive Vice President in all executive and employee vacation and time-off programs;
(ii) The Bank will provide Executive with coverage as Senior Executive Vice President with respect to long-term disability insurance;
(iii) Executive will be covered by Bank-paid group term life insuranceinsurance and Executive shall have the right to continue to maintain, at his expense, the Guardian whole life insurance policy purchased by the Bank having an effective date of October 18, 1993;
(iv) Upon Executive’s termination of employment with the Bank for any reason, Executive will be entitled to participate in such retiree medical, dental and life insurance plans as the Bank may, from time to time, offer in accordance with the terms of such plans; and
(v) Executive will be entitled to benefits under the Supplemental Savings and Retirement Plan, the Supplemental Executive Retirement Plan and the Supplemental Executive Retirement Agreement dated January 27, 2004, as the same may be amended from time to time (collectively, the “SERPSERPS”) in accordance with the terms thereof, with the effective date of Executive's ’s participation therein to be not later than the Effective Date; and
(v) Following Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are generally available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including including, without limitation limitation, plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, 401(k) and stock ownership plans. The Bank makes In addition, Executive shall be eligible to participate in and receive or participate in perquisites under policies implemented by the Board and the Committee. It is understood that no commitment under this Section 5(b) minimum level of perquisites is guaranteed hereunder, and that the Company may make available compensation and benefits to provide participation opportunities one or more individual executives that will not be deemed “generally available” to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executivesenior executives. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Executive Vice President and Chief Operating Officer in all executive and employee vacation and time-off programs;; provided that Executive shall be entitled to a minimum of five (5) weeks of vacation annually; and
(ii) The Bank will provide Company shall pay or reimburse Executive with coverage as Senior Vice President with respect for tax and financial planning services subject to long-term disability insurance;an annual maximum of $25,000 provided that such payment or reimbursement by the Company shall be made no later than the fifteenth day of the third month following the end of the calendar year in which Executive incurred such expense; provided, further, that Executive shall have provided a reimbursement request to the Company no later than 30 days prior to the date the reimbursement is due; and
(iii) The Company shall reimburse the executive for the cost of an annual physical examination which is not paid for or reimbursed under the Company’s medical insurance, and Executive will shall be covered required under this Agreement to undergo an annual physical examination by Bank-paid group term life insurance;a qualified medical doctor (MD); and
(iv) The Company shall provide Executive will be entitled with a reasonable automobile allowance during the Term, subject to benefits under the Supplemental Savings and Retirement Plan (the “SERP”) in accordance on a basis consistent with the terms thereof, with the effective date of Executive's participation therein Company policy applicable to be Executive on the Effective Date; and
(v) Following Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all , provided that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation substantially no less favorable than those provided by the Company to Executive under such plans and programs or at levels equal as in effect on the Effective Date. Additionally, Executive shall be eligible to participate in and receive benefits under the Company's Employee Protection Plan (or otherwise comparable to) the participation opportunity of any other executive"EPP"). In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice President Chairman of the Board and Chief Executive Officer in all executive and employee vacation and time-off programs; provided that Executive shall be entitled to a minimum of 25 vacation days annually;
(ii) The Bank will provide Executive with coverage as Senior Vice President with respect to long-term disability insurance;
(iii) Executive will be covered by Bank-paid group term life insurance;
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those under the defined benefit pension plans and programs of the Company, including the IMS Health Incorporated Supplemental Savings and Executive Retirement Plan (the “"SERP”) "), as in accordance with the terms thereof, with the effective date of Executive's participation therein to be effect on the Effective DateDate (subject to such enhancement to benefits as are provided hereunder, including Sections 7(e) and (f)); and
provided, however, that, the provisions of the SERP notwithstanding, (vA) Following Executive’s completion of five for vesting purposes under the SERP, Executive shall be credited with 28 years of “Credited "Service” ," based on his prior employment with IBM Corporation and (B) Executive shall be entitled to the Bank greater of (within x) the meaning provided in "Retirement Benefit" as determined under the SERP) or earlier termination of employment in accordance with Section 6(c) of SERP without modification by this Agreement (other than clause (A) above) and (y) the "Special SERP Benefit" as defined in Section 8(g). Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by reason of Executive’s Disability the Company for "Cause" (as defined in Section 8(d8(a)) or Executive terminates voluntarily and not for "Good Reason" (as defined in Section 8(e)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or may elect continued participation after termination of service with employment in the Bank. In Company's health and medical coverage for himself and his spouse and dependent children after such coverage would otherwise end for his lifetime (under rules in effect at the event Effective Date hereof); provided, however, that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior such election, Executive shall pay the Company each year an amount equal to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”i), designated on such form during the first 18 months after termination (or other applicable period under COBRA), the then-current annual COBRA premium being paid (or payable) by any other former employee of the Company, and (ii), thereafter, the annual amount payable in accordance with standard payment rates applicable to employees who have retired at the date of Executive's termination of employment, except in each case as may be otherwise provided under Section 6 or 7. If Executive's age and years of service do not qualify him for full benefits under the Bank may provideCompany's retiree health benefits plan, Executive and his spouse and qualifying dependents shall be entitled to receive the Retirement Benefit that same benefits as would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit 's age and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and service had qualified for full benefits under such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewithplan.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all , provided that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation substantially no less favorable than those provided by the Company to Executive under such plans and programs or at levels equal as in effect on the Effective Date. Additionally, Executive shall be eligible to participate in and receive benefits under the Company's Employee Protection Plan (or otherwise comparable to) the participation opportunity of any other executive"EPP"). In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice Chairman of the Board, Chief Executive Officer and President in all executive and employee vacation and time-off programs; provided that Executive shall be entitled to a minimum of 25 vacation days annually;
(ii) The Bank will provide Executive with coverage as Senior Vice President with respect to long-term disability insurance;
(iii) Executive will be covered by Bank-paid group term life insurance;
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those under the defined benefit pension plans and programs of the Company, including the IMS Health Incorporated Supplemental Savings and Executive Retirement Plan (the “"SERP”) "), as in accordance with the terms thereof, with the effective date of Executive's participation therein to be effect on the Effective Date; and
(v) Following Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year Date (subject to reduction such enhancement to benefits as are provided hereinbelow) for a period of 20 yearshereunder, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in including Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d7(e) and (f)); provided, such $40,000 annual Retirement Benefit however, that, the provisions of the SERP notwithstanding, (A) for vesting purposes under the SERP, Executive shall be reduced at a rate credited with 28 years of five percent per year for each 12-month period or portion thereof that Executive’s termination of service "Service," based on his prior employment with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to IBM Corporation and (B) Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In greater of (x) the event of the death of Executive after the commencement of payment of the "Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to " as determined under the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in SERP without modification by this Agreement to (other than clause (A) above) and (y) the contrary notwithstanding, if Executive’s employment is terminated for Cause "Special SERP Benefit" as provided defined in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a8(g), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all , provided that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation substantially no less favorable than those provided by the Company to Executive under such plans and programs or at levels equal as in effect on the Effective Date. Additionally, Executive shall be eligible to participate in and receive benefits under the Company’s Employee Protection Plan (or otherwise comparable to) the participation opportunity of any other executive“EPP”). In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice President Executive Chairman in all executive and employee vacation and time-off programs; provided that Executive shall be entitled to a minimum of 25 vacation days annually;
(ii) The Bank will provide Executive with coverage as Senior Vice President with respect to long-term disability insurance;
(iii) Executive will be covered by Bank-paid group term life insurance;
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those under the defined benefit pension plans and programs of the Company, including the IMS Health Incorporated Supplemental Savings and Executive Retirement Plan (the “SERP”) ), as in accordance with the terms thereof, with the effective date of Executive's participation therein to be effect on the Effective DateDate (subject to such enhancement to benefits as are provided hereunder, including Sections 7(e) and (f)); provided, however, that, the provisions of the SERP notwithstanding, (A) for vesting purposes under the SERP, Executive shall be credited with 28 years of “Service,” based on his prior employment with IBM Corporation and (B) Executive shall be entitled to the greater of (x) the “Retirement Benefit” as determined under the SERP without modification by this Agreement (other than clause (A) above) and (y) the “Special SERP Benefit” as defined in Section 8(g);
(iii) Executive shall be entitled during the Term to receive or participate in perquisites under policies implemented by the Board and the Committee, and in any event shall be entitled to financial accounting and planning services (up to a maximum of $15,000 per year for each of 2005 and 2006) and office and administrative support; and
(viv) Following Upon Executive’s completion termination of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) service at or after March 31, 2006, or upon an earlier termination due to death or Disability, the Company will, without charge to Executive, transfer to Executive title (free of employment any liens or encumbrances) to the automobile then being provided by the Company for Executive’s use; provided, however, that such transfer may be delayed until the end of any lease period then in accordance with Section 6(c) of effect, during which period the Company will provide the automobile for Executive’s exclusive use. Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by reason of Executive’s Disability the Company for “Cause” (as defined in Section 8(d8(a)) or Executive terminates voluntarily and not for “Good Reason” (as defined in Section 8(e)), Executive will be entitled to payment may elect continued participation after termination of a retirement benefit employment in the Company’s health and medical coverage for himself and his spouse and dependent children after such coverage would otherwise end for his lifetime (under rules in effect at the “Retirement Benefit”) Effective Date hereof); provided, however, that in the event of such election, Executive shall pay the Company each year an amount equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 yearsi), commencing on during the first day 18 months after termination (or other applicable period under COBRA), the then-current annual COBRA premium being paid (or payable) by any other former employee of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(bCompany, and (ii), Disability as provided thereafter, the annual amount payable in Section 6(c), termination by accordance with standard payment rates applicable to employees who have retired at the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate date of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of employment, except in each case as may be otherwise provided under Section 6 or 7. If Executive’s age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination and years of service with do not qualify him for full benefits under the Bank for a total of 240 monthly payments. In the event of ExecutiveCompany’s death prior to the commencement of payment of such Retirement Benefitretiree health benefits plan, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, Executive and his spouse and qualifying dependents shall be entitled to receive the Retirement Benefit that same benefits as would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit age and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and service had qualified for full benefits under such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewithplan.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all , provided that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation substantially no less favorable than those provided by the Company to Executive under such plans and programs or at levels equal as in effect on the Effective Date. Additionally, Executive shall be eligible to (or otherwise comparable to) participate in and receive benefits under the participation opportunity of any other executiveCompany's Employee Protection Plan. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice President and Chief Operating Officer in all executive and employee vacation and time-off programs;; provided that Executive shall be entitled to a minimum of 25 vacation days annually; and
(ii) The Bank will provide Executive with coverage as Senior Vice President with respect to long-term disability insurance;
(iii) Executive will be covered by Bank-paid group term life insurance;
(iv) Executive will be entitled to retirement benefits under substantially in accordance with the IMS Health Incorporated Supplemental Savings and Executive Retirement Plan (the “"SERP”) "), as in accordance with the terms thereof, with the effective date of Executive's participation therein to be effect on the Effective Date; and
provided, however, that, the provisions of the SERP notwithstanding, (vA) Following Executive’s completion of five for vesting purposes under the SERP, Executive shall be credited with 26 years of “Credited "Service” ," based on his prior employment with IBM Corporation; (B) if Executive's employment terminates prior to the Bank fifth (within 5th) anniversary of this Agreement, his "Average Final Compensation" as determined under the meaning provided SERP shall be determined taking into account Executive's "Compensation" (as defined in the SERP) or earlier termination with IBM Corporation for any 12-month period within the 60 months preceding such termination; (C) in place of employment the annual benefit formula in accordance with Section 6(c3.1(b)(i) and 3.2(B)(i) of the SERP, Executive's Retirement Benefit or Deferred Vested Benefit shall be calculated as "8% of his Average Final Compensation multiplied by the number of his years of Service not in excess of five years, plus 1.6% of such Average Final Compensation multiplied by the number of his years of Service over five but not in excess of 17, with an additional 0.8% for a partial year of Service completed at his 65th birthday"; and (D), in addition to the offsets specified in subsections (ii), (iii) and (iv) of Section 3.1(b) and 3.2(b) of the SERP, the Retirement Benefit or Deferred Vested Benefit payable under the SERP shall be reduced by the amount of Executive's vested retirement benefits paid or payable to Executive under any qualified or non-qualified defined benefit pension plan maintained by IBM Corporation as though such benefits were a "Basic Plan Benefit" for purposes of the SERP (and calculated in the form of an annual life annuity as provided for in Section (3) of the SERP). Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by reason of Executive’s Disability the Company for "Cause" (as defined in Section 8(d8(a)) or Executive terminates voluntarily and not for "Good Reason" (as defined in Section 8(e)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or may elect continued participation after termination of service with employment in the Bank. In Company's health and medical coverage for himself and his spouse and dependent children after such coverage would otherwise end for his lifetime (under rules in effect at the event Effective Date hereof); provided, however, that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior such election, Executive shall pay the Company each year an amount equal to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”i), designated on such form during the first 18 months after termination (or other applicable period under COBRA), the then-current annual COBRA premium being paid (or payable) by any other former employee of the Company, and (ii), thereafter, the annual amount payable in accordance with standard payment rates applicable to employees as of the Bank Effective date of this agreement except in each case as may providebe otherwise provided under Section 6 or 7. If Executive's age and years of service do not qualify him for full benefits under the Company's retiree health benefits plan, Executive and his spouse and qualifying dependents shall be entitled to receive the Retirement Benefit that same benefits as would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit 's age and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and service had qualified for full benefits under such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewithplan.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are available generally to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all ; provided, however, that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. The foregoing notwithstanding, Executive shall be eligible to participate or at levels equal receive compensation and benefits under the Company's Employee Protection Plan and his Change-in-Control Agreement, provided that any compensation and benefits to (or otherwise comparable to) Executive under the participation opportunity of any other executiveEmployee Protection Plan and the Change-in-Control Agreement shall be payable only if and to the extent that such benefits would exceed the corresponding benefits payable under this Agreement. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice President and General Counsel in all executive and employee vacation and time-off programs;
(ii) The Bank Company will provide Executive with coverage as Senior Vice President and General Counsel with respect to long-term disability insuranceinsurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date;
(iii) Executive will be covered by BankCompany-paid group and individual term life insuranceinsurance providing a death benefit no less than the death benefit provided under Company-paid insurance in effect at the Effective Date; provided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle;
(iv) Executive will be entitled to retirement benefits substantially no less favorable than those under the Supplemental Savings defined benefit pension plans and programs of the Company. Accordingly, Executive shall, as soon as possible, be admitted to, and shall be entitled to retirement benefits as provided under, the IMS Health Incorporated U.S. Executive Retirement Plan (the “SERP”) in accordance with "USERP"). The Company acknowledges and agrees that, pursuant to Section 3 of the terms thereofUSERP, with the effective date of Executive's participation therein to be the Effective Date; and
(v) Following Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death Company prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (date he will have become a Member under the “Beneficiary”), designated on such form as the Bank may provide, USERP shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this included as Service in determining Executive's Vested Percentage under Section 5(b)(v). In the event 3 of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.the
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany (other than (i) transition or retention-based plans and programs adopted in connection with or following the announcement of Executive’s termination of employment and (ii) plans or programs adopted for newly hired or promoted employees), as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are generally available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including including, without limitation limitation, plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, 401(k) and stock ownership plans. The Bank makes In addition, Executive shall be eligible to participate in and receive or participate in perquisites under policies implemented by the Board and the Committee. It is understood that no commitment under this Section 5(b) minimum level of perquisites is guaranteed hereunder, and that the Company may make available compensation and benefits to provide participation opportunities one or more individual executives that will not be deemed “generally available” to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executivesenior executives. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice Chief Executive Officer and President in all executive and employee vacation and time-off programs; provided that Executive shall be entitled to a minimum of twenty-five (25) business days of vacation annually;
(ii) The Bank will provide Company shall pay an annual amount equal to $130,768 for the premium payments incurred in providing Executive with coverage as Senior Vice President with respect to long-term disability insurancea life insurance policy during the Term in the amount of $10,000,000 (the “Life Insurance Policy”);
(iii) The Company shall pay the premium payments incurred in providing Executive will be covered by Bank-paid group term life insurancewith a disability insurance policy providing for a single sum disability payment in the amount of $10,000,000 subject to Executive satisfying medical underwriting requirements (and subject to a maximum annual premium payment of $250,000);
(iv) The Company shall reimburse Executive will be entitled to benefits for the cost of an annual physical examination which is not paid for or reimbursed under the Supplemental Savings Company’s medical insurance, and Retirement Plan Executive shall be required under this Agreement to undergo an annual physical examination by a qualified medical doctor (the “SERP”) in accordance with the terms thereof, with the effective date of Executive's participation therein to be the Effective DateMD); and
(v) Following Executive’s completion of five years of “Credited Service” The Company shall provide Executive with a reasonable automobile allowance during the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d))Term, Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction and on a basis consistent with past practice applicable to Executive as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewithEffective Date.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are available generally to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all ; provided, however, that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation after the Restatement Date substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Restatement Date. The foregoing notwithstanding, Executive shall not be eligible to participate or at levels equal receive benefits under the Company’s Employee Protection Plan, and benefits to (or otherwise comparable to) Executive under his Change-in-Control Agreement shall be payable only if and to the participation opportunity of any other executiveextent that such benefits would exceed the corresponding benefits payable under this Agreement. In furtherance of and not in limitation of the foregoing, during the TermTerm after the Restatement Date:
(i) Executive will participate as Senior Executive Vice President and President, Global Business Management, in all executive and employee vacation and time-off programs;
(ii) The Bank Company will provide Executive with coverage as Senior Executive Vice President and President, Global Business Management, with respect to long-term disability insuranceinsurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Restatement Date;
(iii) Executive will be covered by BankCompany-paid group and individual term life insuranceinsurance providing a death benefit no less than the death benefit provided under Company-paid insurance in effect at the Restatement Date; provided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle;
(iv) Executive will be entitled to retirement benefits equivalent to the benefits he would have received under the Pharmacia & Upjohn Global Officers Pension Plan, as set forth on Exhibit A hereto (the “PUGOPP”), taking into account all offsets as applicable under the PUGOPP and without regard to any changes to the PUGOPP implemented by Pharmacia & Upjohn since Executive became an employee of I.M.S. International, Inc., if he had remained continuously employed by Pharmacia & Upjohn through the date of his Termination of Employment with the Company, treating salary paid by the Company and its subsidiaries as salary and years of service to the Company and its subsidiaries as years of service for purposes of the PUGOPP (subject to Sections 7(e)((vii) and 7(f)(vii), if applicable); provided, however, that for purposes of calculating retirement benefits under the Supplemental Savings and Retirement Plan (PUGOPP, “average final compensation” shall be calculated based on compensation paid in respect of the “SERP”) in accordance with the terms thereof, with the effective date of Executive's participation therein to be the Effective Date; and
(v) Following Executive’s completion of final five full years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier service of Executive preceding his termination of employment by the Company,; provided further, that the amount of the Company’s obligations hereunder shall be reduced by the amount of any benefits actually paid to Executive in respect of the PUGOPP by any third party; and provided further, that, in the event of Executive’s termination due to Disability in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment receive benefits (without duplication) not less than the benefits he would have received had he been a participant in the Company’s United States Executive Retirement Plan credited with years of a retirement benefit (the “Retirement Benefit”) service equal to $40,000 per year (subject his years of service to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of Company from the month coinciding with or immediately following the later commencement of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as employment; and provided further, that, in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of termination of Executive’s death prior to employment by the commencement of payment of such Retirement BenefitCompany for Cause, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall no benefits will be entitled to receive the Retirement Benefit that would otherwise have been provided payable to Executive pursuant to this Section 5(b)(v5(b)(iv);
(v) The Company will provide Executive with health and medical benefits consistent with its policies for other senior executives, but including medical, dental and prescription drug coverage provided through IMS International Medical & Dental or replacement coverage as Executive may agree to from time to time; and
(vi) The Company will provide Executive with the following: • An automobile allowance, car service or company car to facilitate daily travel to and from Company offices and business activities (“commuting”). In The Company will reimburse Executive for income taxes resulting from commuting and from the reimbursement of taxes therefore under this Section 5(b))(vi), but the reimbursement for taxes under this Section 5(b)(vi) will not apply to other income taxes resulting from permitted personal use of the automobile and driver or car service. The automobile allowance being paid in the United Kingdom prior to the Restatement Date will be discontinued at and after the Restatement Date. • Continued payment by the Company of rent for housing, security, furniture rental, cleaning services and utilities, consistent with the type and level of such benefits provided by the Company immediately prior to the Restatement Date. Executive’s housing during the Term covered by this provision shall be equivalent to Executive’s apartment in the United Kingdom immediately prior to the Restatement Date. The Company will bear any lease costs relating to Executive’s United Kingdom apartment after the Restatement Date through its expiration in July 2006. • The benefits under the Executive Rewards Program, as in effect during the Term (currently providing up to $10,000 for payment for professional financial planning services plus Company paid tax preparation). • Tax equalization payments so that Executive’s U.S. federal, state and local income and employment tax burden does not exceed the amount of income tax and Employee National Insurance Contributions that would have been payable had Executive been working and residing in the United Kingdom, such tax equalization to be subject to and paid in accordance with the Company’s standard expatriate policy for senior executives, as such policy may from time to time be in effect (but changes to the policy shall not cause it to be, in the aggregate, less favorable to Executive than at the Restatement Date). Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by the Company for “Cause” (as defined in Section 8(a)) or Executive terminates voluntarily and not for “Good Reason” (as defined in Section 8(e)), Executive may elect continued participation after termination of employment in the Company’s health and medical coverage for himself and his spouse and dependent children after such coverage would otherwise end until such time as Executive becomes eligible for similar coverage with a subsequent employer or other entity to which Executive provides services or becomes eligible for Medicare (under rules in effect at the Effective Date hereof); provided, however, that in the event of such election, Executive shall pay the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in Company each year an amount equal to the then-current annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been COBRA premium being paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary (or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(apayable) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received by any monthly installments other former employee of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a)Company, then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit unless otherwise provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with 6 or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith7.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans; provided, however, that Executive’s participation in such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on February 11, 2003. The Bank Company makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive. The foregoing notwithstanding, Executive shall be eligible to participate or receive compensation and benefits under the Company’s Employee Protection Plan and his Change-in-Control Agreement, provided that any compensation and benefits to Executive under the Employee Protection Plan and the Change-in-Control Agreement shall be payable only if and to the extent that such benefits would exceed the corresponding benefits payable under this Agreement. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice President and General Counsel in all executive and employee vacation and time-off programs;
(ii) The Bank Company will provide Executive with coverage as Senior Vice President and General Counsel with respect to long-term disability insuranceinsurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on February 11, 2003;
(iii) Executive will be covered by BankCompany-paid group and individual term life insurance;insurance providing a death benefit no less than the death benefit provided under Company-paid insurance in effect on February 11, 2003; provided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle; and
(iv) Executive will be entitled to benefits under the Supplemental Savings and Retirement IMS Health Incorporated Executive Pension Plan (the “SERPEXPP”) in accordance with the terms thereof), with the effective date of Executive's ’s participation therein to be February 11, 2003. Notwithstanding anything to the Effective Date; and
(v) Following contrary in this Agreement or the EXPP, Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the BankCompany (and its predecessor Cognizant Corporation) prior to the date that his participation in the EXPP commenced shall be included as Service for purposes of participation, vesting and accrual of benefits under the EXPP subject to the special rules contained in this Section 5(b)(iv). In For the period from February 11, 2003 through January 31, 2006, Executive shall be deemed a participant in both the EXPP and the IMS Health Incorporated U.S. Executive Retirement Plan (the “USERP”), with Service apportioned between the two Plans; for this purpose, Executive shall be credited with additional Service for purposes of the EXPP (the “Additional Service Credits”), including without limitation, Sections 3.1(b)(i) and 3.2(b)(i) of the EXPP, with a corresponding reduction in Service for purposes of Sections 3.1(b)(i) and 3.2(b)(i) of the USERP, as follows: Feb. 11, 2003 6.0833 0 6.0833 Jan. 31, 2004 4 3 7 Jan. 31, 2005 2 6 8 Jan. 31, 2006 0 9 9 From and after January 31, 2006, such Additional Service Credits shall remain credited under the EXPP, and Executive’s benefits shall be determined solely under the EXPP, with Executive’s further Service accruing in accordance with the terms of the EXPP. The provisions governing the accrual of Service under the EXPP set forth herein shall take precedence over any inconsistent provision of the EXPP, including without limitation Section 1.34(e) of the EXPP (providing phased-in credit for pre-participation Service). Years of Service credited in accordance with the above table shall be determined in accordance with the rules generally applicable to crediting Service under the EXPP, including the rules which provide that Service shall be computed in 1/12ths of a year, with a full month being granted for each completed or partial calendar month. The foregoing notwithstanding, in the event that Executive’s service with Executive shall become eligible for Retirement Benefits or Deferred Vested Benefits under the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b)USERP and/or the EXPP, Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be aggregate benefit payable to Executive in equal monthly installments on under the first day of each month following USERP and/or the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, EXPP shall not be entitled to receive less than the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement or Deferred Vested Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, that would have been payable to Executive under the BankUSERP had Executive continued to participate in the USERP from February 11, and no further monthly installments shall be payable under this Agreement2003 until the date of his retirement or termination of employment. In Moreover, in the event that Executive’s employment Surviving Spouse shall become eligible for death benefits under the USERP and/or the EXPP prior to the commencement of benefit payments to Executive, the Surviving Spouse’s Benefit shall not be less than the Surviving Spouse’s Benefit that would have been payable under the USERP had Executive continued to participate in the USERP from February 11, 2003 until the date of Executive’s death. Furthermore, for purposes of calculating Retirement Benefits, Deferred Vested Benefits or Surviving Spouse’s Benefits payable under the USERP and/or the EXPP, Executive’s Average Final Compensation shall not be less than $465,000. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the EXPP (or if applicable, the USERP). Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by the Bank without Cause within two years after a Change in Control Company for “Cause” (as provided defined in Section 7(e8(a)), the following benefits shall be made available to Executive after the Term: If Executive is eligible upon termination of employment for retiree coverage under the Company’s Health Plan (the “Health Plan”), Executive shall receive cash payments equal on an after-tax basis to the cost for retiree coverage under the Health Plan for Executive, his spouse and eligible dependents, with such payments to be made by the Company to Executive on a monthly basis for so long as he shall be eligible for retiree coverage under the Health Plan and in accordance with Section 7(g) of this Agreement. If or when Executive is not eligible for retiree coverage under the Health Plan (and eligibility for COBRA continuation coverage only shall not be considered eligibility for retiree coverage under the Health Plan under this Agreement), Executive shall instead receive cash payments equal on an after-tax basis to the value of the retiree coverage that Executive would have received under the Health Plan had Executive, his spouse and eligible dependents qualified for full retiree coverage under the Health Plan, with such payments to be made by the Company to Executive on a monthly basis for life and in accordance with Section 7(g) of this Agreement (it being understood that the Company payments to Executive attributable to this retiree coverage will be equal on an after-tax basis to the full monthly premium cost to Executive to purchase such coverage independently, and shall not be limited to the value of the Company contribution, if any, to the cost of retiree coverage under the Health Plan, but shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). If Executive is terminated eligible upon termination of employment for COBRA continuation coverage under the Health Plan and elects such coverage, Executive shall receive cash payments equal on an after-tax basis to the full monthly premium cost to Executive to purchase such COBRA continuation coverage for Executive, his spouse and eligible dependents, with such payments to be made by the Company to Executive on a monthly basis for Good Reason within two years after a Change the duration of Executive’s COBRA continuation period and in Control as provided in accordance with Section 7(f7(g) of this Agreement, payment which payments shall be made in lieu of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise any payments provided hereinabove on account that would otherwise be made during the COBRA continuation period so that there is no duplication of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only payments during the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewithCOBRA continuation period.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in employee and executive benefit plans and programs of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Executive Vice President in all executive and employee vacation and time-off programs;
(ii) The Bank will provide Executive with coverage as Senior Executive Vice President with respect to long-term disability insurance;
(iii) Executive will be covered by Bank-paid group term life insuranceinsurance and Executive shall have the right to continue to maintain, at his expense, the Guardian whole life insurance policy purchased by the Bank having an effective date of October 18, 1993;
(iv) Upon Executive’s termination of employment with the Bank for any reason, Executive will be entitled to participate in such retiree medical, dental and life insurance plans as the Bank may, from time to time, offer in accordance with the terms of such plans; and
(v) Executive will be entitled to benefits under the Supplemental Savings and Retirement Plan, the Supplemental Executive Retirement Plan and the Supplemental Executive Retirement Agreement dated January 27, 2004 (collectively, the “SERPSERPS”) in accordance with the terms thereof, with the effective date of Executive's participation therein to be not later than the Effective Date; and
(v) Following Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are generally available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including including, without limitation limitation, plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, 401(k) and stock ownership plans. The Bank makes In addition, Executive shall be eligible to participate in and receive or participate in perquisites under policies implemented by the Board and the Committee. It is understood that no commitment under this Section 5(b) minimum level of perquisites is guaranteed hereunder, and that the Company may make available compensation and benefits to provide participation opportunities one or more individual executives that will not be deemed “generally available” to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executivesenior executives. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice Chief Executive Officer and President in all executive and employee vacation and time-off programs;; provided that Executive shall be entitled to a minimum of 25 business days of vacation annually; and
(ii) The Bank will Company shall provide Executive with coverage as Senior Vice President with respect to long-a term disability insurance;or whole life insurance policy during the Term and the Severance Period in the amount of $10,000,000 (the “Life Insurance Policy”); and
(iii) The Company shall pay or reimburse Executive will for tax and financial planning services subject to an annual maximum of $25,000 provided that such payment or reimbursement by the Company shall be covered by Bank-paid group term life insurance;made no later than the fifteenth day of the third month following the end of the calendar year in which Executive incurred such expense; provided, further, that Executive shall have provided a reimbursement request to the Company no later than 30 days prior to the date the reimbursement is due; and
(iv) Executive will be entitled to benefits The Company shall reimburse the executive for the cost of an annual physical examination which is not paid for or reimbursed under the Supplemental Savings Company’s medical insurance, and Retirement Plan Executive shall be required under this Agreement to undergo an annual physical examination by a qualified medical doctor (the “SERP”) in accordance with the terms thereof, with the effective date of Executive's participation therein to be the Effective DateMD); and
(v) Following Executive’s completion of five years of “Credited Service” The Company shall provide Executive with a reasonable automobile allowance during the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d))Term, Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for and on a period of 20 years, commencing basis consistent with Company policy on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewithEffective Date.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all , provided that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. Additionally, Executive shall be eligible to participate in and receive benefits under the Company’s Employee Protection Plan, and Executive shall be eligible to receive or at levels equal to (or otherwise comparable to) participate in perquisites under policies implemented by the participation opportunity of any other executiveBoard and the Committee. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice Chief Executive Officer and President in all executive and employee vacation and time-off programs;; provided that Executive shall be entitled to a minimum of 25 vacation days annually; and
(ii) The Bank will provide Executive with coverage as Senior Vice President with respect to long-term disability insurance;
(iii) Executive will be covered by Bank-paid group term life insurance;
(iv) Executive will be entitled to retirement benefits under substantially in accordance with the IMS Health Incorporated Supplemental Savings and Executive Retirement Plan (the “SERP”) ), as in accordance with the terms thereof, with the effective date of Executive's participation therein to be effect on the Effective Date; and
provided, however, that, the provisions of the SERP notwithstanding, (vA) Following Executive’s completion of five for vesting purposes under the SERP, Executive shall be credited with 26 years of “Credited Service,” based on his prior employment with IBM Corporation; (B) in place of the Bank (within the meaning provided annual benefit formula in Section 3.1(b)(i) and 3.2(b)(i) of the SERP, Executive’s Retirement Benefit or Deferred Vested Benefit shall be calculated as “8% of his Average Final Compensation multiplied by the number of his years of Service not in excess of five years, plus 1.6% of such Average Final Compensation multiplied by the number of his years of Service over five but not in excess of 17, with an additional 0.8% for a partial year of Service completed at his 65th birthday”; and (C), in addition to the offsets specified in subsections (ii), (iii) or earlier termination of employment in accordance with Section 6(cand (iv) of this Agreement Section 3.1(b) and 3.2(b) of the SERP, the Retirement Benefit or Deferred Vested Benefit payable under the SERP shall be reduced by reason the amount of Executive’s Disability vested retirement benefits paid or payable to Executive under any qualified or non-qualified defined benefit pension plan maintained by IBM Corporation as though such benefits were a “Basic Plan Benefit” for purposes of the SERP (and calculated in the form of an annual life annuity as provided for in Section (3) of the SERP). Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by the Company for “Cause” (as defined in Section 8(d8(a)) or Executive terminates voluntarily and not for “Good Reason” (as defined in Section 8(e)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or may elect continued participation after termination of service with employment in the Bank. In Company’s health and medical coverage for himself and his spouse and dependent children after such coverage would otherwise end for his lifetime (under rules in effect at the event Effective Date hereof); provided, however, that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of such election, Executive shall pay the Company each year an amount equal to (i), during the first 18 months after termination (or other applicable period under COBRA), the then-current annual COBRA premium being paid (or payable) by any other former employee of the Company, and (ii), thereafter, the annual amount payable in accordance with standard payment rates applicable to employees as of the Effective date of this agreement except in each case as may be otherwise provided under Section 6 or 7. If Executive’s death prior to age and years of service do not qualify him for full benefits under the commencement of payment of such Retirement BenefitCompany’s retiree health benefits plan, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, Executive and his spouse and qualifying dependents shall be entitled to receive the Retirement Benefit that same benefits as would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit age and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and service had qualified for full benefits under such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewithplan.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all , provided that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. Additionally, Executive shall be eligible to participate in and receive benefits under the Company’s Employee Protection Plan, and Executive shall be eligible to receive or at levels equal to (or otherwise comparable to) participate in perquisites under policies implemented by the participation opportunity of any other executiveBoard and the Committee. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice Chief Executive Officer and President and Chairman of the Board (from April 1, 2006 onward) in all executive and employee vacation and time-off programs;; provided that Executive shall be entitled to a minimum of 25 vacation days annually; and
(ii) The Bank will provide Executive with coverage as Senior Vice President with respect to long-term disability insurance;
(iii) Executive will be covered by Bank-paid group term life insurance;
(iv) Executive will be entitled to retirement benefits under substantially in accordance with the IMS Health Incorporated Supplemental Savings and Executive Retirement Plan (the “SERP”) ), as in accordance with the terms thereof, with the effective date of Executive's participation therein to be effect on the Effective Date; and
provided, however, that, the provisions of the SERP notwithstanding, (vA) Following Executive’s completion of five for vesting purposes under the SERP, Executive shall be credited with 26 years of “Credited Service,” based on his prior employment with IBM Corporation; (B) in place of the Bank (within annual benefit formula in Section 3.1(b)(i) and 3.2(b)(i) of the meaning provided SERP, Executive’s Retirement Benefit or Deferred Vested Benefit shall be calculated as “8% of his Average Final Compensation multiplied by the number of his years of Service not in excess of five years, plus 1.675% of such Average Final Compensation multiplied by the number of his years of Service over five through the month in which Executive reaches age 65, with an additional benefit accruing in the SERPmonth in which Executive reaches age 65 such that the aggregate Retirement Benefit or Deferred Vested Benefit at that time shall equal 60% (such additional benefit being approximately 0.3%; 60% represents the maximum authorized level of this Benefit)”; and (C), in addition to the offsets specified in subsections (ii), (iii) or earlier termination of employment in accordance with Section 6(cand (iv) of this Agreement Section 3.1(b) and 3.2(b) of the SERP, the Retirement Benefit or Deferred Vested Benefit payable under the SERP shall be reduced by reason the amount of Executive’s Disability vested retirement benefits paid or payable to Executive under any qualified or non-qualified defined benefit pension plan maintained by IBM Corporation as though such benefits were a “Basic Plan Benefit” for purposes of the SERP (and calculated in the form of an annual life annuity as provided for in Section (3) of the SERP). Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by the Company for “Cause” (as defined in Section 8(d8(a)) or Executive terminates voluntarily and not for “Good Reason” (as defined in Section 8(e)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or may elect continued participation after termination of service with employment in the Bank. In Company’s health and medical coverage for himself and his spouse and dependent children after such coverage would otherwise end for his lifetime (under rules in effect at the event Effective Date hereof); provided, however, that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of such election, Executive shall pay the Company each year an amount equal to (i), during the first 18 months after termination (or other applicable period under COBRA), the then-current annual COBRA premium being paid (or payable) by any other former employee of the Company, and (ii), thereafter, the annual amount payable in accordance with standard payment rates applicable to employees as of the Effective date of this agreement except in each case as may be otherwise provided under Section 6 or 7. If Executive’s death prior to age and years of service do not qualify him for full benefits under the commencement of payment of such Retirement BenefitCompany’s retiree health benefits plan, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, Executive and his spouse and qualifying dependents shall be entitled to receive the Retirement Benefit that same benefits as would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit age and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and service had qualified for full benefits under such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewithplan.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are generally available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including including, without limitation limitation, plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, 401(k) and stock ownership plans. The Bank makes In addition, Executive shall be eligible to participate in and receive or participate in perquisites under policies implemented by the Board and the Committee. It is understood that no commitment under this Section 5(b) minimum level of perquisites is guaranteed hereunder, and that the Company may make available compensation and benefits to provide participation opportunities one or more individual executives that will not be deemed “generally available” to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executivesenior executives. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Executive Vice President and Chief Operating Officer in all executive and employee vacation and time-off programs;; provided that Executive shall be entitled to a minimum of 25 business days of vacation annually; and
(ii) The Bank will provide Company shall pay or reimburse Executive with coverage as Senior Vice President with respect for tax and financial planning services subject to long-term disability insurance;an annual maximum of $25,000 provided that such payment or reimbursement by the Company shall be made no later than the fifteenth day of the third month following the end of the calendar year in which Executive incurred such expense; provided, further, that Executive shall have provided a reimbursement request to the Company no later than 30 days prior to the date the reimbursement is due; and
(iii) The Company shall reimburse the executive for the cost of an annual physical examination which is not paid for or reimbursed under the Company’s medical insurance, and Executive will shall be covered required under this Agreement to undergo an annual physical examination by Bank-paid group term life insurance;a qualified medical doctor (MD); and
(iv) The Company shall provide Executive will be entitled with a reasonable automobile allowance during the Term, subject to benefits under the Supplemental Savings and Retirement Plan (the “SERP”) in accordance on a basis consistent with the terms thereof, with the effective date of Executive's participation therein to be Company policy on the Effective Date; and
(v) Following Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all , provided that such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. Additionally, Executive shall be eligible to participate in and receive benefits under the Company’s Employee Protection Plan, and Executive shall be eligible to receive or at levels equal to (or otherwise comparable to) participate in perquisites under policies implemented by the participation opportunity of any other executiveBoard and the Committee. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice Chief Executive Officer and President and Chairman of the Board (from April 1, 2006 onward) in all executive and employee vacation and time-off programs;; provided that Executive shall be entitled to a minimum of 25 vacation days annually; and
(ii) The Bank will provide Executive with coverage as Senior Vice President with respect to long-term disability insurance;
(iii) Executive will be covered by Bank-paid group term life insurance;
(iv) Executive will be entitled to retirement benefits under substantially in accordance with the IMS Health Incorporated Supplemental Savings and Executive Retirement Plan (the “SERP”) ), as in accordance with the terms thereof, with the effective date of Executive's participation therein to be effect on the Effective Date; and
provided, however, that, the provisions of the SERP notwithstanding, (vA) Following Executive’s completion of five for vesting purposes under the SERP (except for the Vested Special Benefit specified below, Executive shall be credited with 26 years of “Credited Service,” based on his prior employment with IBM Corporation; (B) in place of the Bank annual benefit formula in Section 3.1(b)(i) and 3.2(b)(i) of the SERP, Executive’s Retirement Benefit or Deferred Vested Benefit shall be calculated as “8% of his Average Final Compensation multiplied by the number of his years of Service not in excess of five years, plus 1.675% of such Average Final Compensation plus the Vested Special Benefit (within defined below) multiplied by the meaning number of his years of Service (including fractional portions thereof) over five through the date on which the aggregate Retirement Benefit or Deferred Vested Benefit equals 60% (60% represents the maximum authorized level of this Benefit)”; (C), in addition to the offsets specified in subsections (ii) and (iii) of Section 3.1(b) and 3.2(b) of the SERP, the Retirement Benefit or Deferred Vested Benefit payable under the SERP shall be reduced by an annual life annuity benefit of $96,327.24; and (D), solely with respect to Executive, Section 3.1(b) and 3.2(b) of the SERP are modified to include the following: “The ‘Vested Special Benefit’ will be a percentage of Average Final Compensation accruing at the rate of 1.825% for each of Executive’s years of service in excess of five (the ‘Special Benefit’), subject to a vesting requirement under which one-sixth of the aggregate then accrued Special Benefit will be vested and constitute the Vested Special Benefit on and after December 16, 2008, two-sixths of the then accrued Special Benefit (including the previously vested portion) will be vested and constitute the Vested Special Benefit on and after December 16, 2009, and a similar calculation will be made as of December 16 of each of the years from 2010 through 2013 (three-sixths, four-sixths, five-sixths and 100%, respectively) if and to the extent Executive has remained employed through the applicable vesting date, provided that such vesting will accelerate in the SERP) or earlier event of a termination of employment in accordance with of Executive governed by Section 6(c6(b) or (c) or Section 7(c), (d), (e) or (f) of this his Employment Agreement by reason of Executive’s Disability (as defined in but no accelerated vesting will apply upon a Retirement under Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c6(a), termination by the Bank without not for Cause as provided in Sections 7(c) and (eunder Section 7(a), or termination by Executive other than for Good Reason as provided in Sections 7(dunder Section 7(b) and (fof the Employment Agreement), such $40,000 annual Retirement and provided further that, at any given date between two vesting dates, accruals under this clause (D) since the earlier vesting date will be included in calculating the Vested Special Benefit as of the given date.” Other provisions of this Agreement notwithstanding, acceleration of vesting of the Vested Special Benefit shall be reduced at a rate of five percent per year governed solely by clause (D) above. Any provision to the contrary contained in this Agreement notwithstanding, unless Executive is terminated by the Company for each 12-month period or portion thereof that Executive’s “Cause” (as defined in Section 8(a)), the following benefits shall be made available to Executive after the Term: If Executive is eligible upon termination of service with employment for retiree coverage under the Bank precedes Company’s Health Plan (the “Health Plan”), Executive shall receive cash payments equal on an after-tax basis to the cost for retiree coverage under the Health Plan for Executive, his attainment of age 65spouse and eligible dependents, with any pro rata reduction for periods of fewer than 12 months such payments to be determined made by disregarding any partial months. Such Retirement Benefit the Company to Executive on a monthly basis for so long as he shall be payable eligible for retiree coverage under the Health Plan and in accordance with Section 7(g) of this Agreement. If or when Executive is not eligible for retiree coverage under the Health Plan (and eligibility for COBRA continuation coverage only shall not be considered eligibility for retiree coverage under the Health Plan under this Agreement), Executive shall instead receive cash payments equal on an after-tax basis to the value of the retiree coverage that Executive would have received under the Health Plan had Executive, his spouse and eligible dependents qualified for full retiree coverage under the Health Plan, with such payments to be made by the Company to Executive on a monthly basis for life and in accordance with Section 7(g) of this Agreement (it being understood that the Company payments to Executive attributable to this retiree coverage will be equal on an after-tax basis to the full monthly installments on premium cost to Executive to purchase such coverage independently, and shall not be limited to the first day value of each month following the later Company contribution, if any, to the cost of his attainment of age 60 retiree coverage under the Health Plan, but shall not exceed the highest risk premium charged by a carrier having an investment grade or better credit rating). If Executive is eligible upon termination of service employment for COBRA continuation coverage under the Health Plan and elects such coverage, Executive shall receive cash payments equal on an after-tax basis to the full monthly premium cost to Executive to purchase such COBRA continuation coverage for Executive, his spouse and eligible dependents, with such payments to be made by the Bank Company to Executive on a monthly basis for a total of 240 monthly payments. In the event duration of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this COBRA continuation period and in accordance with Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a7(g) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) which payments shall be forfeited. If Executive or his Beneficiary has received made in lieu of any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise payments provided hereinabove on account that would otherwise be made during the COBRA continuation period so that there is no duplication of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only payments during the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewithCOBRA continuation period.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans; provided, however, that Executive’s participation in such benefit plans and programs, in the aggregate, shall provide Executive with benefits and compensation substantially no less favorable than those provided by the Company to Executive under such plans and programs as in effect on the Effective Date. The Bank Company makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive. The foregoing notwithstanding, Executive shall be eligible to participate or receive compensation and benefits under the Company’s Employee Protection Plan and her Change-in-Control Agreement, provided that any compensation and benefits to Executive under the Employee Protection Plan and the Change-in-Control Agreement shall be payable only if and to the extent that such benefits would exceed the corresponding benefits payable under this Agreement. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Vice President and Chief Financial Officer in all executive and employee vacation and time-off programs;
(ii) The Bank Company will provide Executive with coverage as Senior Vice President and Chief Financial Officer with respect to long-term disability insuranceinsurance and benefits substantially no less favorable (including any required contributions by Executive) than such insurance and benefits in effect on the Effective Date;
(iii) Executive will be covered by BankCompany-paid group and individual term life insurance;insurance providing a death benefit no less than the death benefit provided under Company-paid insurance in effect at the Effective Date; provided, however, that, with the consent of Executive, such insurance may be combined with a supplementary retirement funding vehicle; and
(iv) Executive will be entitled to benefits under the Supplemental Savings and Retirement IMS Health Incorporated Executive Pension Plan (the “SERPEXPP”) in accordance with the terms thereof), with the effective date of Executive's ’s participation therein to be February 11, 2003. Anything to the Effective Date; and
contrary in the EXPP notwithstanding, including without limitation Section 1.32(e) thereof (v) Following providing phased-in credit for pre-participation service), Executive’s completion service prior to February 11, 2003 (the Prior Service) shall initially not be taken into account for purposes of five years of “Credited Service” with determining the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason amount of Executive’s Disability (as defined in Retirement Benefit pursuant to Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”3.1(b)(i) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with EXPP or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with Deferred Vested Benefit pursuant to Section 3.2(b)(i) of the Bank EXPP, but for such purposes shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by credited at the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year one month of Prior Service for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive under the EXPP after February 11, 2003 until such Prior Service shall have attained age 60 been fully credited. Capitalized terms used herein and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive defined shall have only the right of an unsecured general creditor of meaning ascribed to them in the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewithEXPP.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in employee and executive benefit plans and programs of the Bank, as presently in effect or as they may be modified or added to by the Bank from time to time, subject to the eligibility and other requirements of such plans and programs, including without limitation plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, and stock ownership plans. The Bank makes no commitment under this Section 5(b) to provide participation opportunities to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executive. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Executive Vice President in all executive and employee vacation and time-off programs;
(ii) The Bank will provide Executive with coverage as Senior Executive Vice President with respect to long-term disability insurance;
(iii) Executive will be covered by Bank-paid group term life insurance;
(iv) Executive will be entitled to benefits under the Supplemental Savings and Retirement Plan (the “SERP”) in accordance with the terms thereof, with the effective date of Executive's ’s participation therein to be the Effective Date; and
(v) Following Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank, subject to the provisions of Section 7(g) (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code). In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank Bank, subject to the provisions of Section 7(g), for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and subject to Section 7(g), regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.
Appears in 1 contract
Samples: Employment Agreement (Rockville Financial New, Inc.)
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are generally available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including including, without limitation limitation, plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, 401(k) and stock ownership plans. The Bank makes In addition, Executive shall be eligible to participate in and receive or participate in perquisites under policies implemented by the Board and the Committee. It is understood that no commitment under this Section 5(b) minimum level of perquisites is guaranteed hereunder, and that the Company may make available compensation and benefits to provide participation opportunities one or more individual executives that will not be deemed “generally available” to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executivesenior executives. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Executive Vice President President, Chief Financial Officer, and Secretary in all executive and employee vacation and time-off programs;; provided that Executive shall be entitled to a minimum of 25 business days of vacation annually; and
(ii) The Bank will provide Company shall pay or reimburse Executive with coverage as Senior Vice President with respect for tax and financial planning services subject to long-term disability insurance;an annual maximum of $25,000 provided that such payment or reimbursement by the Company shall be made no later than the fifteenth day of the third month following the end of the calendar year in which Executive incurred such expense; provided, further, that Executive shall have provided a reimbursement request to the Company no later than 30 days prior to the date the reimbursement is due; and
(iii) The Company shall reimburse the executive for the cost of an annual physical examination which is not paid for or reimbursed under the Company’s medical insurance, and Executive will shall be covered required under this Agreement to undergo an annual physical examination by Bank-paid group term life insurance;a qualified medical doctor (MD); and
(iv) The Company shall provide Executive will be entitled with a reasonable automobile allowance during the Term, subject to benefits under the Supplemental Savings and Retirement Plan (the “SERP”) in accordance on a basis consistent with the terms thereof, with the effective date of Executive's participation therein to be Company policy on the Effective Date; and
(v) Following Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.
Appears in 1 contract
Employee and Executive Benefit Plans. Executive shall be entitled during the Term to participate, without discrimination or duplication, in all employee and executive benefit plans and programs of the BankCompany, as presently in effect or as they may be modified or added to by the Bank Company from time to time, to the extent such plans are generally available to other senior executives or employees of the Company, subject to the eligibility and other requirements of such plans and programs, including including, without limitation limitation, plans providing pensions, supplemental pensions, supplemental and other retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance, as well as savings, profit-sharing, 401(k) and stock ownership plans. The Bank makes In addition, Executive shall be eligible to participate in and receive or participate in perquisites under policies implemented by the Board and the Committee. It is understood that no commitment under this Section 5(b) minimum level of perquisites is guaranteed hereunder, and that the Company may make available compensation and benefits to provide participation opportunities one or more individual executives that will not be deemed “generally available” to Executive in all benefit plans and programs or at levels equal to (or otherwise comparable to) the participation opportunity of any other executivesenior executives. In furtherance of and not in limitation of the foregoing, during the Term:
(i) Executive will participate as Senior Executive Vice President and Chief Operating Officer in all executive and employee vacation and time-off programs;; provided that Executive shall be entitled to a minimum of 25 business days of vacation annually; and
(ii) The Bank will provide Company shall pay or reimburse Executive with coverage as Senior Vice President with respect for tax and financial planning services subject to long-term disability insurance;an annual maximum of $25,000 provided that such payment or reimbursement by the Company shall be made no later than the fifteenth day of the third month following the end of the calendar year in which Executive incurred such expense; provided, further, that Executive shall have provided a reimbursement request to the Company no later than 30 days prior to the date the reimbursement is due; and
(iii) The Company shall reimburse the executive for the cost of an annual physical examination which is not paid for or reimbursed under the Company's medical insurance, and Executive will shall be covered required under this Agreement to undergo an annual physical examination by Bank-paid group term life insurance;a qualified medical doctor (MD); and
(iv) The Company shall provide Executive will be entitled with a reasonable automobile allowance during the Term, subject to benefits under the Supplemental Savings and Retirement Plan (the “SERP”) in accordance on a basis consistent with the terms thereof, with the effective date of Executive's participation therein Company policy applicable to be Executive on the Effective Date; and
(v) Following Executive’s completion of five years of “Credited Service” with the Bank (within the meaning provided in the SERP) or earlier termination of employment in accordance with Section 6(c) of this Agreement by reason of Executive’s Disability (as defined in Section 8(d)), Executive will be entitled to payment of a retirement benefit (the “Retirement Benefit”) equal to $40,000 per year (subject to reduction as provided hereinbelow) for a period of 20 years, commencing on the first day of the month coinciding with or immediately following the later of his attainment of age 60 or termination of service with the Bank. In the event that Executive’s service with the Bank shall be terminated prior to his attainment of age 60 for any reason other than death as provided in Section 6(b), Disability as provided in Section 6(c), termination by the Bank without Cause as provided in Sections 7(c) and (e), or termination by Executive for Good Reason as provided in Sections 7(d) and (f), such $40,000 annual Retirement Benefit shall be reduced at a rate of five percent per year for each 12-month period or portion thereof that Executive’s termination of service with the Bank precedes his attainment of age 65, with any pro rata reduction for periods of fewer than 12 months to be determined by disregarding any partial months. Such Retirement Benefit shall be payable to Executive in equal monthly installments on the first day of each month following the later of his attainment of age 60 or termination of service with the Bank for a total of 240 monthly payments. In the event of Executive’s death prior to the commencement of payment of such Retirement Benefit, Executive’s beneficiary (the “Beneficiary”), designated on such form as the Bank may provide, shall be entitled to receive the Retirement Benefit that would otherwise have been provided to Executive pursuant to this Section 5(b)(v). In the event of the death of Executive after the commencement of payment of the Retirement Benefit, payment shall continue to be made to Executive’s Beneficiary in an amount equal to the annual benefit that Executive was receiving at the time of death until such annual Retirement Benefit shall have been paid to Executive and his Beneficiary for a total period of 20 years. Monthly installments shall cease to be paid after 240 months of installments have been paid to Executive, his Beneficiary or both. Anything in this Agreement to the contrary notwithstanding, if Executive’s employment is terminated for Cause as provided in Section 7(a) of this Agreement, the Retirement Benefit otherwise payable in accordance with this Section 5(b)(v) shall be forfeited. If Executive or his Beneficiary has received any monthly installments of the Retirement Benefit and it is subsequently determined that Executive was terminated for Cause as provided in Section 7(a), then the monthly installments previously paid shall be returned by Executive or his Beneficiary, as the case may be, to the Bank, and no further monthly installments shall be payable under this Agreement. In the event that Executive’s employment is terminated by the Bank without Cause within two years after a Change in Control as provided in Section 7(e) of this Agreement or is terminated by Executive for Good Reason within two years after a Change in Control as provided in Section 7(f) of this Agreement, payment of the Retirement Benefit provided under this Section 5(b)(v) shall begin on the first day of the month coinciding with or immediately following Executive’s termination, regardless of the number of years of Credited Service completed by Executive and regardless of whether Executive shall have attained age 60 and such Retirement Benefit shall not be reduced as otherwise provided hereinabove on account of payment prior to Executive’s attainment of age 60. The Retirement Benefit payable pursuant to this Section 5(b)(v) shall not be funded and shall not be subject in any manner to alienation, transfer or assignment by Executive. Executive shall have only the right of an unsecured general creditor of the Bank and the Company for the Retirement Benefit provided pursuant to this Section 5(b)(v), which is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted and administered in a manner consistent therewith.
Appears in 1 contract
