Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. (b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile. (c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage. (d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's policy for executive officers. (e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
Appears in 2 contracts
Samples: Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc)
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension Plan, the Bank's ’s 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 40 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employer and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
Appears in 2 contracts
Samples: Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc)
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under pursuant to: (A) any and all employee pension plans (“Employee Pension Benefit Plans” as that term is defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) and whether or not such plan is a plan covered by ERISA), including but not limited to all qualified or non-qualified retirement, pension, savings or savings, profit-sharing or stock bonus plans, and (B) any and all welfare benefit plans covering employees of the Bank (Employee Welfare Benefit Plans (as that term is defined in ERISA and whether or not such plan is a plan covered by ERISA)) including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical, prescription drug), dental, accident and long-term disability insurance plans, and (C) any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any programs, stock benefit option and appreciation rights plans and restricted stock plans) as may from time to time be maintained by, or cover employees of, the Company or the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company’s and the Bank's ’s customary practicespractices and whether or not such plans are ERISA plans. Nothing paid Such benefits or plans shall collectively be referred to as “Employee Benefit Plans.” Without regard to the foregoing, the Executive shall affirmatively be provided the following Employee Benefit Plans during the Employment Period commencing as of the Employment Effective Date without regard to the respective eligibility or terms or conditions of the Employee Benefit Plans:
(a) From the date of this Agreement through December 31, 2011, the Executive shall be granted by the Company, pursuant to terms as contained in stock option agreements, stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding common stock of the Company from time to time (not including any common stock outstanding as a result of the exercise by the Executive of options granted to him). Any options issued under this provision on or after January 1, 2007 shall be granted with an exercise price equal to the fair market value (as defined in Section 409A of the Internal Revenue Code of 1986 (the “Code”)) of the underlying shares of common stock and shall vest and become exercisable in five (5) equal increments on the 12, 24, 36, 48 and 60 month anniversaries after the date of grant; provided, however, that notwithstanding any other provision in the Agreement to the contrary, in the event (i) the Executive is terminated by the Company not for “cause” as defined in Section 10(a)(i) of the Agreement, (ii) of a Change of Control, (iii) of the death of the Executive, or (iv) of the Disability of the Executive, then any unvested outstanding options granted under this provision upon the date of one of these events shall become immediately vested and exercisable upon such date. Such options may be exercised through net share settlements (i.e., the Company delivers to the Executive under any such plan or program will be deemed an amount of shares of common stock with a current fair value equal to be in lieu the gain) pursuant to the terms of other compensation to which the applicable stock option agreement entered into between the Executive is entitled under and the Company. No additional stock options shall be issued pursuant to this AgreementSection 5(a) after December 31, 2011.
(b) The Company shall provide group medical insurance coverage to the Executive, his spouse and his dependent children, and such plan shall include reasonable coverage for medical, hospital, surgical, prescription drug coverage and major medical expenses. The Company and/or the Bank shall pay all premium expenses of the Executive, his spouse and his dependent children in connection with such group medical insurance.
(c) The Company shall provide and pay the premium costs of short-term and long-term disability policies to compensate the Executive in the event of his incapacity due to physical or mental illness, with coverage in an amount equal to at least seventy-five percent (75%) of the Executive’s highest aggregate annualized Cash Compensation in the three (3) fiscal years immediately preceding the determination of disability.
(d) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to six (6) weeks (thirty business days) of vacation in each calendar year, and shall be compensated with respect thereto in accordance with the Company’s and the Bank’s normal vacation policies. The Executive shall also be entitled to all paid holidays and paid vacations consistent in accordance with the Company’s and the Bank's policy for executive officers’s normal holiday policies.
(e) The Company or the Bank shall own and pay the costs of premiums on guaranteed renewable straight term life insurance insuring the life of the Executive in an amount equal to the lesser of (i) two (2) times the Executive’s base salary or (ii) $250,000.00, and the Company or Bank shall designate the beneficiary of such policy as such person or persons named by the Executive from time to time.
(f) At the Executive’s election, the Company shall provide to the Executive either (i) an automobile allowance in the amount of $1,000.00 for each calendar month or portion thereof during the term of this AgreementEmployment Period, subject to or (ii) the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services full-time use of a tax professional and a personal financial planning professional (which may company car, to be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will which company car shall be entitled replaced at its 24-month anniversary by another company car to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred be selected by the Executive. The services to Executive shall also be provided with a credit card to purchase gasoline for the company car. Allowances under this Section 5(f) may be made pursuant to either an accountable or non-accountable expense plan for federal income tax purposes as the Executive may determine.
(g) In addition to reimbursements for memberships described in Section 8, the Company and/or the Bank shall include reimburse the Executive for the costs associated with one (1) country club membership and one (1) dining club membership of the Executive’s choosing.
(h) Commencing on the first day of the calendar month following the first month that the Company and the Bank have consolidated total assets of at least $250 million, the Company will begin to accrue for the Supplemental Executive Retirement Plan (the “SERP”), attached hereto as Exhibit A, for the Executive.
(i) Beginning with the filing of the Company's Form 10-K with the SEC in 2012, and annually thereafter during the Employment Period based on each of the Company's Forms 10-K filed annually thereafter during the Employment Period, the Executive shall be granted by the Company, within thirty (30) days of the filing of each such Form 10-K and pursuant to the terms as contained in restricted stock grant agreements, restricted stock grants to the extent earned based on the criteria set forth in Exhibit C attached hereto and made a part hereof, with the total maximum annual fair market value of such grants equaling fifty percent (50%) of the Highest Executive Salary for the fiscal year in question (i.e., the fiscal year which is the subject of such Form 10-K). Any grants issued under this provision shall vest in ten (10) equal annual increments (provided, however, that all such restricted stock shall become immediately vested in the event (i) the preparation Executive is terminated by the Company not for "cause" as defined in Section 10(a)(i) of all required federal, state and local personal income tax returnsthis Agreement, (ii) advice of a Change of Control, (iii) of the death of the Executive, or (iv) of the Disability of the Executive), and the number of shares granted with respect to federalany year shall be calculated by determining the portion of the opportunity dollar amount earned in accordance with Exhibit C divided by the fair market value (as defined in Section 409A of the Code) of one share of the Company's common stock as of the close of business on the last business day of February in the calendar year immediately following the fiscal year in question (provided, state and local however, that if the Company's Form 10-K is not yet filed with the SEC as of such last business day, then the valuation date shall be the seventh (7th) day after the date on which such Form 10-K is filed by the Company with the SEC). A "gross-up" of the Executive's federal income tax treatment of cash and other forms of compensation federal and state payroll tax liabilities resulting from each vesting period will be paid by the Company to the Executive by the Employer and within thirty (iii30) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive days of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum heretovesting.
Appears in 2 contracts
Samples: Employment Agreement (1st United Bancorp, Inc.), Employment Agreement (1st United Bancorp, Inc.)
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension Plan, the Bank's ’s 401(k) Profit Sharing Plan, the Bank's ’s Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any stock benefit plansplans that may be adopted in the future) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. It is the intent of the Board of Directors of the Company to develop and adopt a stock-based long-term incentive compensation plan or plans by the end of calendar year 2005.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
Appears in 2 contracts
Samples: Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc)
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension Plan, the Bank's ’s 401(k) Profit Sharing Plan, the Bank's ’s Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP STIC, and any incentive compensation plans or program or any stock benefit plans,) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 40 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employer and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
Appears in 2 contracts
Samples: Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc)
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension Plan, Plans the Bank's ’s 401(k) Profit Sharing Plan, the Bank's ’s Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to $500 700 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he she drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 40 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank Employer shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his her choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employer and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
(f) During the Employment Period, the Employer will reimburse and/or pay for the Executive’s cost of membership in the New Haven Country Club (non-golf membership) (or such other club reasonably agreed to by the Employer and the Executive), including all membership bonds or surety, initiation or membership fees, annual dues, capital assessments, and all business-related expenses incurred at the club (“Club Expenses”). The Executive shall be reimbursed for the cost of Club Expenses expended by the Executive and any such reimbursement and/or payment of the Club Expenses by the Employer shall take into account the federal and state income tax effect on the Executive of receipt of reimbursement for the Club Expenses, with such reimbursement to be paid promptly by the Employer and in any event no later than March 15 of the year immediately following the year in which the Club Expenses were incurred.
Appears in 2 contracts
Samples: Employment Agreement (Newalliance Bancshares Inc), Employment Agreement (Newalliance Bancshares Inc)
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under pursuant to: (A) any and all employee pension plans (“Employee Pension Benefit Plans” as that term is defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) and whether or not such plan is a plan covered by ERISA), including but not limited to all qualified or non-qualified retirement, pension, savings or savings, profit-sharing or stock bonus plans, and (B) any and all welfare benefit plans covering employees of the Bank (Employee Welfare Benefit Plans (as that term is defined in ERISA and whether or not such plan is a plan covered by ERISA)) including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical, prescription drug), dental, accident and long-term disability insurance plans, and (C) any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any programs, stock benefit option and appreciation rights plans and restricted stock plans) as may from time to time be maintained by, or cover employees of, the Company or the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company’s and the Bank's ’s customary practicespractices and whether or not such plans are ERISA plans. Nothing paid Such benefits or plans shall collectively be referred to as “Employee Benefit Plans.” Without regard to the foregoing, the Executive shall affirmatively be provided the following Employee Benefit Plans during the Employment Period commencing as of the Employment Effective Date without regard to the respective eligibility or terms or conditions of the Employee Benefit Plans:
(a) From the date of this Agreement through December 31, 2011, the Executive shall be granted by the Company, pursuant to terms as contained in stock option agreements, stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding common stock of the Company from time to time (not including any common stock outstanding as a result of the exercise by the Executive of options granted to him). Any options issued under this provision on or after January 1, 2007 shall be granted with an exercise price equal to the fair market value (as defined in Section 409A of the Internal Revenue Code of 1986 (the “Code”)) of the underlying shares of common stock and shall vest and become exercisable in five (5) equal increments on the 12, 24, 36, 48 and 60 month anniversaries after the date of grant; provided, however, that notwithstanding any other provision in the Agreement to the contrary, in the event (i) the Executive is terminated by the Company not for “cause” as defined in Section 10(a)(i) of the Agreement, (ii) of a Change of Control, (iii) of the death of the Executive, or (iv) of the Disability of the Executive, then any unvested outstanding options granted under this provision upon the date of one of these events shall become immediately vested and exercisable upon such date. Such options may be exercised through net share settlements (i.e., the Company delivers to the Executive under any such plan or program will be deemed an amount of shares of common stock with a current fair value equal to be in lieu the gain) pursuant to the terms of other compensation to which the applicable stock option agreement entered into between the Executive is entitled under and the Company. No additional stock options shall be issued pursuant to this AgreementSection 5(a) after December 31, 2011.
(b) The Company shall provide group medical insurance coverage to the Executive, his spouse and his dependent children, and such plan shall include reasonable coverage for medical, hospital, surgical, prescription drug coverage and major medical expenses. The Company and/or the Bank shall pay all premium expenses of the Executive, his spouse and his dependent children in connection with such group medical insurance.
(c) The Company shall provide and pay the premium costs of short-term and long-term disability policies to compensate the Executive in the event of his incapacity due to physical or mental illness, with coverage in an amount equal to at least seventy-five percent (75%) of the Executive’s highest aggregate annualized Cash Compensation in the three (3) fiscal years immediately preceding the determination of disability.
(d) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to six (6) weeks (thirty business days) of vacation in each calendar year, and shall be compensated with respect thereto in accordance with the Company’s and the Bank’s normal vacation policies. The Executive shall also be entitled to all paid holidays and paid vacations consistent in accordance with the Company’s and the Bank's policy for executive officers’s normal holiday policies.
(e) The Company or the Bank shall own and pay the costs of premiums on guaranteed renewable straight term life insurance insuring the life of the Executive in an amount equal to the lesser of (i) two (2) times the Executive’s base salary or (ii) $125,000.00, and the Company or Bank shall designate the beneficiary of such policy as such person or persons named by the Executive from time to time.
(f) At the Executive’s election, the Company shall provide to the Executive either (i) an automobile allowance in the amount of $1,000.00 for each calendar month or portion thereof during the term of this AgreementEmployment Period, subject to or (ii) the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services full-time use of a tax professional and a personal financial planning professional (which may company car, to be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will which company car shall be entitled replaced at its 24-month anniversary by another company car to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred be selected by the Executive. The services to Executive shall also be provided with a credit card to purchase gasoline for the company car. Allowances under this Section 5(f) may be made pursuant to either an accountable or non-accountable expense plan for federal income tax purposes as the Executive may determine.
(g) In addition to reimbursements for memberships described in Section 8, the Company and/or the Bank shall include reimburse the Executive for the costs associated with one (1) country club membership and one (1) dining club membership of the Executive’s choosing.
(h) Commencing on the first day of the calendar month following the first month that the Company and the Bank have consolidated total assets of at least $250 million, the Company will begin to accrue for the Supplemental Executive Retirement Plan (the “SERP”), attached hereto as Exhibit A, for the Executive.
(i) Beginning with the filing of the Company's Form 10-K with the SEC in 2012, and annually thereafter during the Employment Period based on each of the Company's Forms 10-K filed annually thereafter during the Employment Period, the Executive shall be granted by the Company, within thirty (30) days of the filing of each such Form 10-K and pursuant to the terms as contained in restricted stock grant agreements, restricted stock grants to the extent earned based on the criteria set forth in Exhibit C attached hereto and made a part hereof, with the total maximum annual fair market value of such grants equaling fifty percent (50%) of the Highest Executive Salary for the fiscal year in question (i.e., the fiscal year which is the subject of such Form 10-K). Any grants issued under this provision shall vest in ten (10) equal annual increments (provided, however, that all such restricted stock shall become immediately vested in the event (i) the preparation Executive is terminated by the Company not for "cause" as defined in Section 10(a)(i) of all required federal, state and local personal income tax returnsthis Agreement, (ii) advice of a Change of Control, (iii) of the death of the Executive, or (iv) of the Disability of the Executive), and the number of shares granted with respect to federalany year shall be calculated by determining the portion of the opportunity dollar amount earned in accordance with Exhibit C divided by the fair market value (as defined in Section 409A of the Code) of one share of the Company's common stock as of the close of business on the last business day of February in the calendar year immediately following the fiscal year in question (provided, state and local however, that if the Company's Form 10-K is not yet filed with the SEC as of such last business day, then the valuation date shall be the seventh (7th) day after the date on which such Form 10-K is filed by the Company with the SEC). A "gross-up" of the Executive's federal income tax treatment of cash and other forms of compensation federal and state payroll tax liabilities resulting from each vesting period will be paid by the Company to the Executive by the Employer and within thirty (iii30) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive days of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum heretovesting.
Appears in 2 contracts
Samples: Employment Agreement (1st United Bancorp, Inc.), Employment Agreement (1st United Bancorp, Inc.)
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under pursuant to: (A) any and all employee pension plans (“Employee Pension Benefit Plans” as that term is defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) and whether or not such plan is a plan covered by ERISA), including but not limited to all qualified or non-qualified retirement, pension, savings or savings, profit-sharing or stock bonus plans, and (B) any and all welfare benefit plans covering employees of the Bank (Employee Welfare Benefit Plans (as that term is defined in ERISA and whether or not such plan is a plan covered by ERISA)) including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical, prescription drug), dental, accident and long-term disability insurance plans, and (C) any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any programs, stock benefit option and appreciation rights plans and restricted stock plans) as may from time to time be maintained by, or cover employees of, the Company or the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company’s and the Bank's ’s customary practicespractices and whether or not such plans are ERISA plans. Nothing paid Such benefits or plans shall collectively be referred to as “Employee Benefit Plans.” Without regard to the foregoing, the Executive shall affirmatively be provided the following Employee Benefit Plans during the Employment Period commencing as of the Employment Effective Date without regard to the respective eligibility or terms or conditions of the Employee Benefit Plans:
(a) From the date of this Agreement through December 31, 2011, the Executive shall be granted by the Company, pursuant to terms as contained in stock option agreements, stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding common stock of the Company from time to time (not including any common stock outstanding as a result of the exercise by the Executive of options granted to him). Any options issued under this provision on or after January 1, 2007 shall be granted with an exercise price equal to the fair market value (as defined in Section 409A of the Internal Revenue Code of 1986 (the “Code”)) of the underlying shares of common stock and shall vest and become exercisable in five (5) equal increments on the 12, 24, 36, 48 and 60 month anniversaries after the date of grant; provided, however, that notwithstanding any other provision in the Agreement to the contrary, in the event (i) the Executive is terminated by the Company not for “cause” as defined in Section 10(a)(i) of the Agreement, (ii) of a Change of Control, (iii) of the death of the Executive, or (iv) of the Disability of the Executive, then any unvested outstanding options granted under this provision upon the date of one of these events shall become immediately vested and exercisable upon such date. Such options may be exercised through net share settlements (i.e., the Company delivers to the Executive under any such plan or program will be deemed an amount of shares of common stock with a current fair value equal to be in lieu the gain) pursuant to the terms of other compensation to which the applicable stock option agreement entered into between the Executive is entitled under and the Company. No additional stock options shall be issued pursuant to this AgreementSection 5(a) after December 31, 2011.
(b) The Company shall provide group medical insurance coverage to the Executive, his spouse and his dependent children, and such plan shall include reasonable coverage for medical, hospital, surgical, prescription drug coverage and major medical expenses. The Company and/or the Bank shall pay all premium expenses of the Executive, his spouse and his dependent children in connection with such group medical insurance.
(c) The Company shall self-insure or provide and pay the premium costs of short-term and long-term disability policies to compensate the Executive in the event of his incapacity due to physical or mental illness, with coverage in an amount equal to at least seventy-five percent (75%) of the Executive’s highest aggregate annualized Cash Compensation in the three (3) fiscal years immediately preceding the determination of disability.
(d) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to up to eight (8) weeks of vacation in each calendar year, and shall be compensated with respect thereto in accordance with the Company’s and the Bank’s normal vacation policies. The Executive shall also be entitled to all paid holidays and paid vacations consistent in accordance with the Company’s and the Bank's policy for executive officers’s normal holiday policies.
(e) The Company or the Bank shall own and pay the costs of premiums on guaranteed renewable straight term life insurance insuring the life of the Executive in an amount equal to the lesser of (i) two (2) times the Executive’s base salary or (ii) $250,000.00, and the Company or Bank shall designate the beneficiary of such policy as such person or persons named by the Executive from time to time.
(f) At the Executive’s election, the Company shall provide to the Executive either (i) an automobile allowance in the amount of $1,200.00 plus tax for each calendar month or portion thereof during the term of this AgreementEmployment Period, subject to or (ii) the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services full-time use of a tax professional and a personal financial planning professional (which may company car, to be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will which company car shall be entitled replaced at its 24-month anniversary by another company car to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred be selected by the Executive. The services to Executive shall also be provided with a credit card to purchase gasoline for the company car. Allowances under this Section 5(f) may be made pursuant to either an accountable or non-accountable expense plan for federal income tax purposes as the Executive may determine.
(g) In addition to reimbursements for memberships described in Section 8, the Company and/or the Bank shall include reimburse the Executive for the costs associated with one (1) country club membership and one (1) dining club membership of the Executive’s choosing.
(h) Commencing on the first day of the calendar month following the first month that the Company and the Bank have consolidated total assets of at least $250 million, the Company will provide benefits under the Supplemental Executive Retirement Plan (the “SERP”), attached hereto as Exhibit A, for the Executive.
(i) Beginning with the filing of the Company's Form 10-K with the SEC in 2012, and annually thereafter during the Employment Period based on each of the Company's Forms 10-K filed annually thereafter during the Employment Period, the Executive shall be granted by the Company, within thirty (30) days of the filing of each such Form 10-K and pursuant to the terms as contained in restricted stock grant agreements, restricted stock grants to the extent earned based on the criteria set forth in Exhibit C attached hereto and made a part hereof, with the total maximum annual fair market value of such grants equaling fifty percent (50%) of the Executive's base salary for the fiscal year in question (i.e., the fiscal year which is the subject of such Form 10-K). Any grants issued under this provision shall vest in ten (10) equal annual increments (provided, however, that all such restricted stock shall become immediately vested in the event (i) the preparation Executive is terminated by the Company not for "cause" as defined in Section 10(a)(i) of all required federal, state and local personal income tax returnsthis Agreement, (ii) advice of a Change of Control, (iii) of the death of the Executive, or (iv) of the Disability of the Executive), and the number of shares granted with respect to federalany year shall be calculated by determining the portion of the opportunity dollar amount earned in accordance with Exhibit C divided by the fair market value (as defined in Section 409A of the Code) of one share of the Company's common stock as of the close of business on the last business day of February in the calendar year immediately following the fiscal year in question (provided, state and local however, that if the Company's Form 10-K is not yet filed with the SEC as of such last business day, then the valuation date shall be the seventh (7th) day after the date on which such Form 10-K is filed by the Company with the SEC). A "gross-up" of the Executive's federal income tax treatment of cash and other forms of compensation federal and state payroll tax liabilities resulting from each vesting period will be paid by the Company to the Executive by the Employer and within thirty (iii30) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive days of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum heretovesting.
Appears in 2 contracts
Samples: Employment Agreement (1st United Bancorp, Inc.), Employment Agreement (1st United Bancorp, Inc.)
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP STIC, and any incentive compensation plans or program or any stock benefit plans,) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's policy for executive officers.
(e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans active retirement programs covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's defined benefit Pension ’s 401(k) Plan, the Bank's ESOP and 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan SERPs and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP EIP and any incentive compensation plans or program or any stock benefit plansplans that apply to the executive group) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. The Executive shall be ineligible for the Bank’s defined benefit Pension Plan, to which no new participants are currently permitted. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to approximately $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 40 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, Allowance and the Covered Business Miles and the Reimbursement Rate shall may be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employer and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
(f) Executive shall move his principal residence to the New Haven area as soon as practicable. In connection therewith, the Bank shall (i) provide the Executive with an allowance intended to compensate Executive for reasonable transportation, temporary housing, meals and related costs incurred for a period up to ninety (90) days after the Effective Date (which period may be extended beyond ninety (90) days for one additional 90 day period with the prior written consent of the Chief Executive Officer) (the “Temporary Residence Period”). The total amount of the allowance for the first 90 day period shall be $22,500 and, for the second 90 day period, if any, shall be $22,500 pro-rated to the date Executive closes on his New Haven area residence. The allowance shall be paid as follows: $7,500 on the first pay period date following the Effective Date and $7,500 on the first pay period date in each of the subsequent two (or more, if extended) months; (ii) The Bank will reimburse the Executive for all reasonable moving, packing and unpacking costs associated with moving Executive’s household goods from Alabama to a permanent or temporary residence in the New Haven area, subject to a budget approved by the Chief Financial Officer of the Bank. Executive will be reimbursed only for one move; (iii) provided Executive purchases a primary residence in the New Haven area within one year following the Effective Date, reimburse the Executive for all reasonable closing costs and fees in connection with the Executive’s purchase of a primary residence in the New Haven area (including costs related to mortgage financing, legal, and title, but excluding any broker’s commission), subject to a budget approved by the Chief Financial Officer of the Bank; and (iv) provided Executive purchases a primary residence in the New Haven area within one year following the Effective Date, the Bank shall purchase, or cause to be purchased, effective immediately before his purchase of a residence in the New Haven area, Executive’s current principal residence in Birmingham, Alabama if such residence is unsold at that time. The Bank’s purchase price shall be determined conclusively as the average price of three appraisals of the residence that shall be obtained by and paid for by the Bank contemporaneous with that purchase. Executive shall be required to satisfy all mortgages, liens and monetary encumbrances on his residence at or before purchase by the Bank as would be customary for sales to an independent buyer.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank Employers and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans active retirement programs covering employees of the Bank Employers (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's defined benefit Pension ’s 401(k) Plan, the Bank's ESOP and 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan SERPs and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP EIP and any incentive compensation plans or program or any stock benefit plansplans that apply to the executive group) as may from time to time be maintained by, or cover employees of, the BankEmployers, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's Employers’ customary practices. The Executive shall be ineligible for the Bank’s defined benefit Pension Plan, to which no new participants are currently permitted. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank Employers shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to approximately $500 750 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank Employers and wishes to seek reimbursement as provided herein for such excess, then within 45 40 days after the end of such calendar year, the Executive shall provide information to the Bank Employers (as well as any additional information as the Bank Employers may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank Employers (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank Employers to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank Employers will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, Allowance and the Covered Business Miles and the Reimbursement Rate shall may be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank Employers or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank Employers shall provide and pay for a parking space for the Executive in the Bank's Employers’ main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's Employers’ policy for executive officers. Currently, that policy provides for four weeks of vacation, pro-rated for any partial year. All vacations must be cleared through the Chief Executive Officer.
(e) The Bank Employers shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's Employers’ expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer Employers and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer Employers for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer Employers and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer Employers of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer Employers or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account be paid promptly by the federal Employers and state income tax effect on in any event no later than March 15 of the Executive of receipt of such year immediately following the year in which the Annual CostCost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
(f) The Executive shall move his principal residence to the New Haven area as soon as practicable. In connection therewith, the Employers shall (i) reimburse the Executive for eighty percent (80%) of the reasonable transportation, temporary housing, meals and related costs incurred for a period up to ninety (90) days after the Effective Date, subject to a budget approved by the Chief Executive Officer of the Employers (which period may be extended beyond ninety (90) days for one additional 90 day period with the prior written consent of the Chief Executive Officer) (the “Temporary Residence Period”); (ii) reimburse the Executive for eighty percent (80%) of the reasonable moving, packing and unpacking costs associated with moving the Executive’s household goods from New Jersey to a permanent or temporary residence in the New Haven area, subject to a budget approved by the Chief Executive Officer of the Employers (the Executive will be reimbursed only for one move); (iii) provided the Executive purchases a primary residence in the New Haven area within one year following the Effective Date, reimburse the Executive for eighty percent (80%) of the reasonable closing costs and fees in connection with the Executive’s purchase of a primary residence in the New Haven area (including costs related to mortgage financing, legal, and title, but excluding any broker’s commission), subject to a budget approved by the Chief Executive Officer of the Employers; and (iv) provided the Executive purchases a primary residence in the New Haven area within one year following the Effective Date, the Employers will facilitate the Executive’s purchase of a new home in Connecticut by purchasing the Executive’s primary residence in New Jersey (if such residence has not already been sold at the time) for an amount equal to the average appraised value (as determined below) of such residence minus estimated resale costs, including closing costs and broker’s commission. In determining the average appraised value, the Employers shall determine whether to obtain two or three appraisals, each of which shall be paid for by or on behalf of the Employers, and the average appraised value shall be the mean average of the appraisals obtained. The Executive shall be required to satisfy all mortgages, liens and monetary encumbrances on his residence in connection with this transaction and shall execute all documents and take all actions reasonably requested of him by the Employers in order to accomplish this objective.
(g) Subject to approval by the Compensation Committee of the Board of Directors of the Company, the Company shall make the following grants to the Executive under the Company’s 2005 Long-Term Compensation Plan on the first Monday following the first quarterly earnings release after the Effective Date: (i) a stock option for 30,000 shares of common stock of the Company, which shall vest at the rate of 25% per year on each annual anniversary of the date of grant; and (ii) a restricted stock award for 30,000 shares of common stock of the Company, which shall vest at the rate of 33.3% per year on each annual anniversary of the date of grant. The per share exercise price for the stock option grant will be the per share closing price of the Company’s common stock on the date of grant. If stock-based, long-term incentive awards are made generally by the Company to other executive officers in 2010, then the Executive will be considered for such grants as well.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank Employers and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans active retirement programs covering employees of the Bank Employers (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's defined benefit Pension ’s 401(k) Plan, the Bank's ESOP and 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan SERPs and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP EIP and any incentive compensation plans or program or any stock benefit plansplans that apply to the executive group) as may from time to time be maintained by, or cover employees of, the BankEmployers, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's Employers’ customary practices. The Executive shall be ineligible for the Bank’s defined benefit Pension Plan, to which no new participants are currently permitted. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank Employers shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to approximately $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank Employers and wishes to seek reimbursement as provided herein for such excess, within 45 40 days after the end of such calendar year, the Executive shall provide information to the Bank Employers (as well as any additional information as the Bank Employers may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank Employers (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank Employers to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank Employers will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, Allowance and the Covered Business Miles and the Reimbursement Rate shall may be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank Employers or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank Employers shall provide and pay for a parking space for Executive in the Bank's Employers’ main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's Employers’ policy for executive officers. Currently, that policy provides for four weeks of vacation, pro-rated for any partial year. All vacations must be cleared through the Chief Executive Officer.
(e) The Bank Employers shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's Employers’ expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer Employers and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer Employers for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer Employers and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer Employers of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer Employers or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employers and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
(f) Executive shall move his principal residence to the New Haven area as soon as practicable. In connection therewith, the Employers shall (i) reimburse the Executive for reasonable transportation, temporary housing, meals and related costs incurred for a period up to ninety (90) days after the Effective Date, subject to a budget approved by the Chief Financial Officer of the Employers. (which period may be extended beyond ninety (90) days for one additional 90 day period with the prior written consent of the Chief Executive Officer) (the “Temporary Residence Period”).
(ii) the Employers will reimburse the Executive for all reasonable moving, packing and unpacking costs associated with moving Executive’s household goods from Georgia to a permanent or temporary residence in the New Haven area, subject to a budget approved by the Chief Financial Officer of the Employers. Executive will be reimbursed only for one move; (iii) provided Executive purchases a primary residence in the New Haven area within one year following the Effective Date, reimburse the Executive for all reasonable closing costs and fees in connection with the Executive’s purchase of a primary residence in the New Haven area (including costs related to mortgage financing, legal, and title, but excluding any broker’s commission), subject to a budget approved by the Chief Financial Officer of the Employers; and (iv) provided Executive purchases a primary residence in the New Haven area within one year following the Effective Date, the Employers will facilitate Executive’s purchase of a new home in Connecticut by making available to Executive the net sale proceeds from his home in Georgia based on its appraised value, whether or not it actually sells to a third party prior to the time the Executive purchases his New Haven area home, by Employers’ use of a relocation service that will manage/effectuate the sale of the home and arrange for determination of appraised value. The appraised value shall be determined conclusively through the relocation service’s suggested appraisal process that shall be obtained and paid for by or on behalf of the Employers. Executive shall be required to satisfy all mortgages, liens and monetary encumbrances on his residence in connection with this transaction and shall execute all documents and take all actions reasonably requested of him by the Employers in order to accomplish this objective.
(g) During the Employment Period, the Employers will reimburse and/or pay for the Executive’s cost of membership in a New Haven area country club (such country club as is reasonably agreed to by the Chief Executive Officer and the Executive), including all membership bonds or surety, initiation or membership fees, annual dues, capital assessments, and all business-related expenses incurred at the club (“Club Expenses”). The Executive shall be reimbursed for the cost of Club Expenses expended by the Executive no later than March 15 of the year immediately following the year in which the Club expenses were incurred, and any such reimbursement and/or payment of the Club Expenses by the Employers shall take into account the federal and state income tax effect on the Executive of receipt of or reimbursement for the Club Expenses.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension Plan, the Bank's ’s 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 40 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The , and such reimbursement shall be paid promptly by the Employer and in any event no later than March 15 of the year immediately following the year in which the Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.was
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank Employers and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans active retirement programs covering employees of the Bank Employers (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's defined benefit Pension ’s 401(k) Plan, the Bank's ESOP and 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan SERPs and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP EIP and any incentive compensation plans or program or any stock benefit plansplans that apply to the executive group) as may from time to time be maintained by, or cover employees of, the BankEmployers, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's Employers’ customary practices. The Executive shall be ineligible for the Bank’s defined benefit Pension Plan, to which no new participants are currently permitted. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank Employers shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to approximately $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank Employers and wishes to seek reimbursement as provided herein for such excess, then within 45 40 days after the end of such calendar year, the Executive shall provide information to the Bank Employers (as well as any additional information as the Bank Employers may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank Employers (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank Employers to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank Employers will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, Allowance and the Covered Business Miles and the Reimbursement Rate shall may be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank Employers or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank Employers shall provide and pay for a parking space for Executive in the Bank's Employers’ main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's Employers’ policy for executive officers. Currently, that policy provides for four weeks of vacation, pro-rated for any partial year. All vacations must be cleared through the Chief Executive Officer.
(e) The Bank Employers shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's Employers’ expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer Employers and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer Employers for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer Employers and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer Employers of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer Employers or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employers and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
(f) The Executive shall move his principal residence to the New Haven area as soon as practicable. In connection therewith, the Employers shall (i) reimburse the Executive for reasonable transportation, temporary housing, meals and related costs incurred for a period up to ninety (90) days after April 21, 2009, subject to a budget approved by the Chief Financial Officer of the Employers (which period may be extended beyond ninety (90) days for one additional 90 day period with the prior written consent of the Chief Executive Officer) (the “Temporary Residence Period”); (ii) reimburse the Executive for all reasonable moving, packing and unpacking costs associated with moving the Executive’s household goods from Georgia to a permanent or temporary residence in the New Haven area, subject to a budget approved by the Chief Financial Officer of the Employers (the Executive will be reimbursed only for one move); (iii) provided the Executive purchases a primary residence in the New Haven area within one year following April 21, 2009, reimburse the Executive for all reasonable closing costs and fees in connection with the Executive’s purchase of a primary residence in the New Haven area (including costs related to mortgage financing, legal, and title, but excluding any broker’s commission), subject to a budget approved by the Chief Financial Officer of the Employers; and (iv) provided the Executive purchases a primary residence in the New Haven area within one year following April 21, 2009, the Employers will facilitate the Executive’s purchase of a new home in Connecticut by making available to the Executive the net sale proceeds from his home in Georgia based on its appraised value, whether or not it actually sells to a third party prior to the time the Executive purchases his New Haven area home, by the Employers’ use of a relocation service that will manage/effectuate the sale of the home and arrange for determination of appraised value. The appraised value shall be determined conclusively through the relocation service’s suggested appraisal process that shall be obtained and paid for by or on behalf of the Employers. The Executive shall be required to satisfy all mortgages, liens and monetary encumbrances on his residence in connection with this transaction and shall execute all documents and take all actions reasonably requested of him by the Employers in order to accomplish this objective.
(g) During the Employment Period, the Employers will reimburse and/or pay for the Executive’s cost of membership in a New Haven area country club (such country club as is reasonably agreed to by the Chief Executive Officer and the Executive), including all membership bonds or surety, initiation or membership fees, annual dues, capital assessments, and all business-related expenses incurred at the club (“Club Expenses”). The Executive shall be reimbursed for the cost of Club Expenses expended by the Executive no later than March 15 of the year immediately following the year in which the Club expenses were incurred, and any such reimbursement and/or payment of the Club Expenses by the Employers shall take into account the federal and state income tax effect on the Executive of receipt of or reimbursement for the Club Expenses.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension Plan, Plans the Bank's ’s 401(k) Profit Sharing Plan, the Bank's ’s Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any stock benefit plansplans that may be adopted in the future) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. It is the intent of the Board of Directors of the Company to develop and adopt a stock-based long-term incentive compensation plan or plans by the end of calendar year 2005.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he she drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank Employer shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his her choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
(f) During the Employment Period, the Employer will reimburse and/or pay for Executive’s cost of membership in the New Haven Country Club (non-golf membership) (or such other club reasonably agreed to by the Employer and the Executive), including all membership bonds or surety, initiation or membership fees, annual dues, capital assessments, and all business-related expenses incurred at the club (“Club Expenses”). The Executive shall be reimbursed for the cost of Club Expenses expended by the Executive and any such reimbursement and/or payment of the Club Expenses by the Employer shall take into account the federal and state income tax effect on the Executive of receipt of reimbursement for the Club Expenses.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under pursuant to: (A) any and ail employee pension plans (“Employee Pension Plans” as that term is defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) and whether or not such plan is a plan covered by ERISA), including but not limited to all qualified or non-qualified retirement, pension, savings or savings, profit-sharing or stock bonus plans, and (B) any and all welfare benefit plans covering employees of the Bank (Employee Welfare Benefit Plans (as that term is defined in ERISA and whether or not such plan is a plan covered by ERISA)) including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical, prescription drug), dental, accident and long-long term disability insurance plans, and (C) and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any programs, stock benefit option and appreciation rights plans and restricted stock plans) as may from time to time be maintained by, or cover employees of, the Company or the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company’s and the Bank's ’s customary practicespractices and whether or not such plans are ERISA plans. Nothing paid Such benefits or plans shall collectively be referred to as “Employee Benefit Plans.” Without regard to the foregoing, the Executive shall affirmatively be provided the following Employee Benefit Plans during the Employment Period commencing as of the Employment Effective Date without regard to the respective eligibility or terms or conditions of the Employee Benefit Plans:
(a) The Executive shall be granted by the Company, pursuant to terms as contained in stock option agreements, stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding common stock of the Company from time to time (not including any common stock outstanding as a result of the exercise by the Executive of options granted to him), and each such option shall vest fully on the date which is the one (1) year anniversary of such option grant (subject to any accelerated vesting provided for in the applicable stock option agreement). Such options may be exercised through net share settlements (i.e., the Company delivers to the Executive under any such plan or program will be deemed an amount of shares of common stock with a current fair value equal to be in lieu the gain) pursuant to the terms of other compensation to which the applicable stock option agreement entered into between the Executive is entitled under this Agreementand the Company.
(b) The Company shall provide group medical insurance coverage to the Executive, his spouse and his dependent children, and such plan shall include reasonable coverage for medical, hospital, surgical, prescription drug coverage and major medical expenses. The Company and/or the Bank shall pay all premium expenses of the Executive, his spouse and his dependent children in connection with such group medical insurance.
(c) The Company shall provide and pay the premium costs of short-term and long-term disability policies to compensate the Executive in the event of his incapacity due to physical or mental illness, with coverage in an amount equal to at least seventy-five percent (75%) of the Executive’s highest aggregate annualized Cash Compensation in the three (3) fiscal years immediately preceding the determination of disability.
(d) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to six (6) weeks (thirty business days) of vacation in each calendar year, and shall be compensated with respect thereto in accordance with the Company’s and the Bank’s normal vacation policies. The Executive shall also be entitled to all paid holidays and paid vacations consistent in accordance with the Company’s and the Bank's policy for executive officers’s normal holiday policies.
(e) The Company or the Bank shall own and pay the costs of premiums on guaranteed renewable straight term life insurance insuring the life of the Executive in an amount equal to the lesser of (i) two (2) times the Executive’s base salary or (ii) $125,000.00, and the Company or Bank shall designate the beneficiary of such policy as such person or persons named by the Executive from time to time.
(f) At the Executive’s election, the Company shall provide to the Executive either (i) an automobile allowance in the amount of $1,000.00 for each calendar month or portion thereof during the term of this AgreementEmployment Period, subject to or (ii) the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services full-time use of a tax professional and a personal financial planning professional (which may company car, to be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will which company car shall be entitled replaced at its 24-month anniversary by another company car to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred be selected by the Executive. The services to Executive shall also be provided shall include (iwith a credit card to purchase gasoline for the company car. Allowances under this Section 5(1) the preparation of all required federal, state and local personal may be made pursuant to either an accountable or non-accountable expense plan for federal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to purposes as the Executive by the Employer and may determine.
(iiig) investment and retirement counseling and estate planning. Notwithstanding the foregoingin addition to reimbursements for memberships described in Section 8, the annual cost to Company and/or the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, Bank shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of reimburse the Executive for the Annual Cost shall take into account costs associated with one (1) country club membership and one (1) dining club membership of the federal and state income tax effect Executive’s choosing.
(h) Commencing on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee first day of the calendar month following the first month that the Company and the Bank Board andhave consolidated total assets of at least $250 million, if increasedthe Company will begin to accrue for the Supplemental Executive Retirement Plan, shall be reflected in an addendum heretoattached hereto as Exhibit A, for the Executive.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension Plan, Plans the Bank's ’s 401(k) Profit Sharing Plan, the Bank's ’s Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) equal to $500 700 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he she drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank Employer shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his her choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
(f) During the Employment Period, the Employer will reimburse and/or pay for the Executive’s cost of membership in the New Haven Country Club (non-golf membership) (or such other club reasonably agreed to by the Employer and the Executive), including all membership bonds or surety, initiation or membership fees, annual dues, capital assessments, and all business-related expenses incurred at the club (“Club Expenses”). The Executive shall be reimbursed for the cost of Club Expenses expended by the Executive and any such reimbursement and/or payment of the Club Expenses by the Employer shall take into account the federal and state income tax effect on the Executive of receipt of reimbursement for the Club Expenses.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified non‑qualified retirement, pension, savings or profit-sharing profit‑sharing plans covering employees of the Bank (including including, but not limited to the Company's Employee Stock Ownership Plan (the "“ESOP"”), the Bank's defined benefit Pension Planpension plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program programs or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Company and the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company's and the Bank's customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank Employers shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to $500 800 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he she drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and/or the Company and wishes to seek reimbursement as provided herein for such excess, within 45 40 days after the end of such calendar year, the Executive shall provide information to the Company and the Bank (as well as any additional information as the Bank Employers may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank and/or the Company (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank Employers to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) 7,500 (“Covered Business Miles”), the Bank or the Company will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Company Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank Employers or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank Employers shall provide and pay for a parking space for the Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's Employers' policy for executive officers. The Executive shall be entitled to five weeks paid vacation in each fiscal year, with such vacations to be taken consistent with the Employers' need for Executive's on-site leadership responsibilities. The Executive may not carry over vacation days from fiscal year to year, or be paid extra for unused vacation days, except with the approval of the Bank Board.
(e) The Bank Employers shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's Employers' expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer Employers and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does Employers do not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his her choosing and seek reimbursement by the Employer Employers for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer Employers and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer Employers of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer Employers or the Executive, shall not exceed $2,000 3,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employers and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board Company and, if increased, shall be reflected in an addendum hereto.
(f) During the Employment Period, the Employers will reimburse and/or pay for the Executive's costs of membership in a New Haven luncheon club and the New Haven Country Club (or such other country club as reasonably agreed to by the Employers and the Executive), including all membership bonds or surety, initiation or membership fees, annual dues, capital assessments, and all business-related expenses incurred at the clubs (“Club Expenses”). The Executive shall be reimbursed for the cost of Club Expenses expended by the Executive no later than March 15 of the year immediately following the year in which the Club Expenses were incurred, and any such reimbursement and/or payment of the Club Expenses by the Employers shall take into account the federal and state income tax effect on the Executive of receipt of or reimbursement for the Club Expenses.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under pursuant to: (A) any and all employee pension plans (“Employee Pension Benefit Plans” as that term is defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) and whether or not such plan is a plan covered by ERISA), including but not limited to all qualified or non-qualified retirement, pension, savings or savings, profit-sharing or stock bonus plans, and (B) any and all welfare benefit plans covering employees of the Bank (Employee Welfare Benefit Plans (as that term is defined in ERISA and whether or not such plan is a plan covered by ERISA)) including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical, prescription drug), dental, accident and long-term disability insurance plans, and (C) any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any programs, stock benefit option and appreciation rights plans and restricted stock plans) as may from time to time be maintained by, or cover employees of, the Company or the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company’s and the Bank's ’s customary practicespractices and whether or not such plans are ERISA plans. Nothing paid Such benefits or plans shall collectively be referred to as “Employee Benefit Plans.” Without regard to the foregoing, the Executive shall affirmatively be provided the following Employee Benefit Plans during the Employment Period commencing as of the Employment Effective Date without regard to the respective eligibility or terms or conditions of the Employee Benefit Plans:
(a) The Executive shall be granted by the Company, pursuant to terms as contained in stock option agreements, stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding common stock of the Company from time to time (not including any common stock outstanding as a result of the exercise by the Executive of options granted to him. Any options issued under this provision on or after January 1, 2007 shall be granted with an exercise price equal to the fair market value (as defined in Section 409A of the Internal Revenue Code of 1986 (the “Code”)) of the underlying shares of common stock and shall vest and become exercisable in five (5) equal increments on the 12, 24, 36, 48 and 60 month anniversaries after the date of grant; provided, however, that notwithstanding any other provision in the Agreement to the contrary, in the event (i) the Executive is terminated by the Company not for “cause” as defined in Section 10(a)(i) of the Agreement, (ii) of a Change of Control, (iii) of the death of the Executive, or (iv) of the Disability of the Executive, then any unvested outstanding options granted under this provision upon the date of one of these events shall become immediately vested and exercisable upon such date. Such options may be exercised through net share settlements (i.e., the Company delivers to the Executive under any such plan or program will be deemed an amount of shares of common stock with a current fair value equal to be in lieu the gain) pursuant to the terms of other compensation to which the applicable stock option agreement entered into between the Executive is entitled under this Agreementand the Company.
(b) The Company shall provide group medical insurance coverage to the Executive, his spouse and his dependent children, and such plan shall include reasonable coverage for medical, hospital, surgical, prescription drug coverage and major medical expenses. The Company and/or the Bank shall pay all premium expenses of the Executive, his spouse and his dependent children in connection with such group medical insurance.
(c) The Company shall self-insure or provide and pay the premium costs of short-term and long-term disability policies to compensate the Executive in the event of his incapacity due to physical or mental illness, with coverage in an amount equal to at least seventy-five percent (75%) of the Executive’s highest aggregate annualized Cash Compensation in the three (3) fiscal years immediately preceding the determination of disability.
(d) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to up to eight (8) weeks of vacation in each calendar year, and shall be compensated with respect thereto in accordance with the Company’s and the Bank’s normal vacation policies. The Executive shall also be entitled to all paid holidays and paid vacations consistent in accordance with the Company’s and the Bank's policy for executive officers’s normal holiday policies.
(e) The Company or the Bank shall own and pay the costs of premiums on guaranteed renewable straight term life insurance insuring the life of the Executive in an amount equal to the lesser of (i) two (2) times the Executive’s base salary or (ii) $250,000.00, and the Company or Bank shall designate the beneficiary of such policy as such person or persons named by the Executive from time to time.
(f) At the Executive’s election, the Company shall provide to the Executive either (i) an automobile allowance in the amount of $1,200.00 plus tax for each calendar month or portion thereof during the term of this AgreementEmployment Period, subject to or (ii) the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services full-time use of a tax professional and a personal financial planning professional (which may company car, to be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will which company car shall be entitled replaced at its 24-month anniversary by another company car to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred be selected by the Executive. The services to Executive shall also be provided shall include (iwith a credit card to purchase gasoline for the company car. Allowances under this Section 5(f) the preparation of all required federal, state and local personal may be made pursuant to either an accountable or non-accountable expense plan for federal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to purposes as the Executive by the Employer and may determine.
(iiig) investment and retirement counseling and estate planning. Notwithstanding the foregoingIn addition to reimbursements for memberships described in Section 8, the annual cost to Company and/or the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, Bank shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of reimburse the Executive for the Annual Cost shall take into account costs associated with one (1) country club membership and one (1) dining club membership of the federal and state income tax effect Executive’s choosing.
(h) Commencing on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee first day of the calendar month following the first month that the Company and the Bank Board andhave consolidated total assets of at least $250 million, if increasedthe Company will provide benefits under the Supplemental Executive Retirement Plan (the “SERP”), shall be reflected in an addendum heretoattached hereto as Exhibit A, for the Executive.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under pursuant to: (A) any and all employee pension plans (“Employee Pension Benefit Plans” as that term is defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) and whether or not such plan is a plan covered by ERISA), including but not limited to all qualified or non-qualified retirement, pension, savings or savings, profit-sharing or stock bonus plans, and (B) any and all welfare benefit plans covering employees of the Bank (Employee Welfare Benefit Plans (as that term is defined in ERISA and whether or not such plan is a plan covered by ERISA)) including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical, prescription drug), dental, accident and long-term disability insurance plans, and (C) any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any programs, stock benefit option and appreciation rights plans and restricted stock plans) as may from time to time be maintained by, or cover employees of, the Company or the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company’s and the Bank's ’s customary practicespractices and whether or not such plans are ERISA plans. Nothing paid Such benefits or plans shall collectively be referred to as “Employee Benefit Plans.” Without regard to the foregoing, the Executive shall affirmatively be provided the following Employee Benefit Plans during the Employment Period commencing as of the Employment Effective Date without regard to the respective eligibility or terms or conditions of the Employee Benefit Plans:
(a) The Executive shall be granted by the Company, pursuant to terms as contained in stock option agreements, stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding common stock of the Company from time to time (not including any common stock outstanding as a result of the exercise by the Executive of options granted to him. Any options issued under this provision on or after January 1, 2007 shall be granted with an exercise price equal to the fair market value (as defined in Section 409A of the Internal Revenue Code of 1986 (the “Code”)) of the underlying shares of common stock and shall vest and become exercisable in five (5) equal increments on the 12, 24, 36, 48 and 60 month anniversaries after the date of grant; provided, however, that notwithstanding any other provision in the Agreement to the contrary, in the event (i) the Executive is terminated by the Company not for “cause” as defined in Section 10(a)(i) of the Agreement, (ii) of a Change of Control, (iii) of the death of the Executive, or (iv) of the Disability of the Executive, then any unvested outstanding options granted under this provision upon the date of one of these events shall become immediately vested and exercisable upon such date. Such options may be exercised through net share settlements (i.e., the Company delivers to the Executive under any such plan or program will be deemed an amount of shares of common stock with a current fair value equal to be in lieu the gain) pursuant to the terms of other compensation to which the applicable stock option agreement entered into between the Executive is entitled under this Agreementand the Company.
(b) The Company shall provide group medical insurance coverage to the Executive, his spouse and his dependent children, and such plan shall include reasonable coverage for medical, hospital, surgical, prescription drug coverage and major medical expenses. The Company and/or the Bank shall pay all premium expenses of the Executive, his spouse and his dependent children in connection with such group medical insurance.
(c) The Company shall provide and pay the premium costs of short-term and long-term disability policies to compensate the Executive in the event of his incapacity due to physical or mental illness, with coverage in an amount equal to at least seventy-five percent (75%) of the Executive’s highest aggregate annualized Cash Compensation in the three (3) fiscal years immediately preceding the determination of disability.
(d) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to six (6) weeks (thirty business days) of vacation in each calendar year, and shall be compensated with respect thereto in accordance with the Company’s and the Bank’s normal vacation policies. The Executive shall also be entitled to all paid holidays and paid vacations consistent in accordance with the Company’s and the Bank's policy for executive officers’s normal holiday policies.
(e) The Company or the Bank shall own and pay the costs of premiums on guaranteed renewable straight term life insurance insuring the life of the Executive in an amount equal to the lesser of (i) two (2) times the Executive’s base salary or (ii) $125,000.00, and the Company or Bank shall designate the beneficiary of such policy as such person or persons named by the Executive from time to time.
(f) At the Executive’s election, the Company shall provide to the Executive either (i) an automobile allowance in the amount of $1,000.00 for each calendar month or portion thereof during the term of this AgreementEmployment Period, subject to or (ii) the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services full-time use of a tax professional and a personal financial planning professional (which may company car, to be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will which company car shall be entitled replaced at its 24-month anniversary by another company car to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred be selected by the Executive. The services to Executive shall also be provided shall include (iwith a credit card to purchase gasoline for the company car. Allowances under this Section 5(f) the preparation of all required federal, state and local personal may be made pursuant to either an accountable or non-accountable expense plan for federal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to purposes as the Executive by the Employer and may determine.
(iiig) investment and retirement counseling and estate planning. Notwithstanding the foregoingIn addition to reimbursements for memberships described in Section 8, the annual cost to Company and/or the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, Bank shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of reimburse the Executive for the Annual Cost shall take into account costs associated with one (1) country club membership and one (1) dining club membership of the federal and state income tax effect Executive’s choosing.
(h) Commencing on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee first day of the calendar month following the first month that the Company and the Bank Board andhave consolidated total assets of at least $250 million, if increasedthe Company will begin to accrue for the Supplemental Executive Retirement Plan (the “SERP”), shall be reflected in an addendum heretoattached hereto as Exhibit A, for the Executive.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans active retirement programs covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's defined benefit Pension ’s 401(k) Plan, the Bank's ESOP and 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan SERPs and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP EIP and any incentive compensation plans or program or any stock benefit plansplans that apply to the executive group) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. The Executive shall be ineligible for the Bank’s defined benefit Pension Plan, to which no new participants are currently permitted. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to approximately $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, then within 45 40 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, Allowance and the Covered Business Miles and the Reimbursement Rate shall may be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employer and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
(f) The Executive shall move his principal residence to the New Haven area as soon as practicable. In connection therewith, the Bank shall (i) provide the Executive with an allowance intended to compensate Executive for reasonable transportation, temporary housing, meals and related costs incurred for a period up to ninety (90) days after February 12, 2009 (which period may be extended beyond ninety (90) days for one additional 90 day period with the prior written consent of the Chief Executive Officer) (the “Temporary Residence Period”). The total amount of the allowance for the first 90 day period shall be $22,500 and, for the second 90 day period, if any, shall be $22,500 pro-rated to the date Executive closes on his New Haven area residence. The allowance shall be paid as follows: $7,500 on the first pay period date following February 12, 2009 and $7,500 on the first pay period date in each of the subsequent two (or more, if extended) months; (ii) reimburse the Executive for all reasonable moving, packing and unpacking costs associated with moving the Executive’s household goods from Alabama to a permanent or temporary residence in the New Haven area, subject to a budget approved by the Chief Financial Officer of the Bank (the Executive will be reimbursed only for one move); (iii) provided the Executive purchases a primary residence in the New Haven area within one year following February 12, 2009, reimburse the Executive for all reasonable closing costs and fees in connection with the Executive’s purchase of a primary residence in the New Haven area (including costs related to mortgage financing, legal, and title, but excluding any broker’s commission), subject to a budget approved by the Chief Financial Officer of the Bank; and (iv) provided the Executive purchases a primary residence in the New Haven area within one year following February 12, 2009, the Bank shall purchase, or cause to be purchased, effective immediately before his purchase of a residence in the New Haven area, the Executive’s current principal residence in Birmingham, Alabama if such residence is unsold at that time. The Bank’s purchase price shall be determined conclusively as the average price of three appraisals of the residence that shall be obtained by and paid for by the Bank contemporaneous with that purchase. The Executive shall be required to satisfy all mortgages, liens and monetary encumbrances on his residence at or before purchase by the Bank as would be customary for sales to an independent buyer.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including including, but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension pension plan, the Bank’s 401(k) Plan, the Supplemental Executive Retirement Plans for the ESOP and the 401(k) Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP EIP and any incentive compensation plans or program programs or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Company and the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company’s and the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank Employers shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to $500 800 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he she drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and/or the Company and wishes to seek reimbursement as provided herein for such excess, then within 45 40 days after the end of such calendar year, the Executive shall provide information to the Company and the Bank (as well as any additional information as the Bank Employers may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank and/or the Company (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank Employers to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) 7,500 (“Covered Business Miles”), the Bank or the Company will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Company Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank Employers or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank Employers shall provide and pay for a parking space for the Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's Employers’ policy for executive officers. The Executive shall be entitled to five weeks paid vacation in each fiscal year, with such vacations to be taken consistent with the Employers’ need for Executive’s on-site leadership responsibilities. The Executive may not carry over vacation days from fiscal year to year, or be paid extra for unused vacation days, except with the approval of the Bank Board.
(e) The Bank Employers shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's Employers’ expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer Employers and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does Employers do not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his her choosing and seek reimbursement by the Employer Employers for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer Employers and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer Employers of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer Employers or the Executive, shall not exceed $2,000 3,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employers and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board Company and, if increased, shall be reflected in an addendum hereto.
(f) During the Employment Period, the Employers will reimburse and/or pay for the Executive’s costs of membership in a New Haven luncheon club and the New Haven Country Club (or such other country club as reasonably agreed to by the Employers and the Executive), including all membership bonds or surety, initiation or membership fees, annual dues, capital assessments, and all business-related expenses incurred at the clubs (“Club Expenses”). The Executive shall be reimbursed for the cost of Club Expenses expended by the Executive no later than March 15 of the year immediately following the year in which the Club Expenses were incurred, and any such reimbursement and/or payment of the Club Expenses by the Employers shall take into account the federal and state income tax effect on the Executive of receipt of or reimbursement for the Club Expenses.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under pursuant to: (A) any and all employee pension plans (“Employee Pension Plans” as that term is defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) and whether or not such plan is a plan covered by ERISA), including but not limited to all qualified or non-qualified retirement, pension, savings or savings, profit-sharing or stock bonus plans, and (B) any and all welfare benefit plans covering employees of the Bank (Employee Welfare Benefit Plans (as that term is defined in ERISA and whether or not such plan is a plan Covered by ERISA)) including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical, prescription drug), dental, accident and long-long term disability insurance plans, and (C) and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any programs, stock benefit option and appreciation rights plans and restricted stock plans) as may from time to time be maintained by, or cover employees of, the Company or the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company’s and the Bank's ’s customary practicespractices and whether or not such plans are ERISA plans. Nothing paid Such benefits or plans shall collectively be referred to as “Employee Benefit Plans.” Without regard to the foregoing, the Executive shall affirmatively be provided the following Employee Benefit Plans during the Employment Period commencing as of the Employment Effective Date without regard to the respective eligibility or terms or conditions of the Employee Benefit Plans:
(a) The Executive shall be granted by the Company, pursuant to terms as contained in stock option agreements, stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding common stock of the Company from time to time (not including any common stock outstanding as a result of the exercise by the Executive of options granted to him), and each such option shall vest fully on the date which is the one (1) year anniversary of such option grant (subject to any accelerated vesting provided for in the applicable stock option agreement). Such options may be exercised through net share settlements (i.e., the Company delivers to the Executive under any such plan or program will be deemed an amount of shares of common stock with a current fair value equal to be in lieu the gain) pursuant to the terms of other compensation to which the applicable stock option agreement entered into between the Executive is entitled under this Agreementand the Company.
(b) The Company shall provide group medical insurance coverage to the Executive, his spouse and his dependent children, and such plan shall include reasonable coverage for medical, hospital, surgical, prescription drug coverage and major medical expenses. The Company and/or the Bank shall pay all premium expenses of the Executive, his spouse and his dependent children in connection with such group medical insurance.
(c) The Company shall provide and pay the premium costs of short-term and long-term disability policies to compensate the Executive in the event of his incapacity due to physical or mental illness, with coverage in an amount equal to at least seventy-five percent (75%) of the Executive’s highest aggregate annualized Cash Compensation in the three (3) fiscal years immediately preceding the determination of disability.
(d) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to six (6) weeks (thirty business days) of vacation in each calendar year, and shall be compensated with respect thereto in accordance with the Company’s and the Bank’s normal vacation policies. The Executive shall also be entitled to all paid holidays and paid vacations consistent in accordance with the Company’s and the Bank's policy for executive officers’s normal holiday policies.
(e) The Company or the Bank shall own and pay the costs of premiums on guaranteed renewable straight term life insurance insuring the life of the Executive in an amount equal to the lesser of (I) two (2) times the Executive’s base salary or (ii) $250,000.00, and the Company or Bank shall designate the beneficiary of such policy as such person or persons named by the Executive from time to time.
(f) At the Executive’s election, the Company shall provide to the Executive either (i) an automobile allowance in the amount of $1,000.00 for each calendar month or portion thereof during the term of this AgreementEmployment Period, subject to or (ii) the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services full-time use of a tax professional and a personal financial planning professional (which may company car, to be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will which company car shall be entitled replaced at its 24-month anniversary by another company car to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred be selected by the Executive. The services to Executive shall also be provided shall include (iwith a credit card to purchase gasoline for the company car. Allowances under this Section 5(f) the preparation of all required federal, state and local personal may be made pursuant to either an accountable or non-accountable expense plan for federal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to purposes as the Executive by the Employer and may determine.
(iiig) investment and retirement counseling and estate planning. Notwithstanding the foregoingIn addition to reimbursements for memberships described in Section 8, the annual cost to Company and/or the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, Bank shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of reimburse the Executive for the Annual Cost shall take into account costs associated with one (1) country club membership and one (1) dining club membership of the federal and state income tax effect Executive’s choosing.
(h) Commencing on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee first day of the calendar month following the first month that the Company and the Bank Board andhave consolidated total assets of at least $250 million, if increasedthe Company will provide benefits under the Supplemental Executive Retirement Plan, shall be reflected in an addendum heretoattached hereto as Exhibit A, for the Executive.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under pursuant to: (A) any and all employee pension plans (“Employee Pension Plans” as that term is defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) and whether or not such plan is a plan covered by ERISA), including but not limited to all qualified or non-qualified retirement, pension, savings or savings, profit-sharing or stock bonus plans, and (B) any and all welfare benefit plans covering employees of the Bank (Employee Welfare Benefit Plans (as that term is defined in ERISA and whether or not such plan is a plan covered by ERISA)) including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical, prescription drug), dental, accident and long-long term disability insurance plans, and (C) and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any programs, stock benefit option and appreciation rights plans and restricted stock plans) as may from time to time be maintained by, or cover employees of, the Company or the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company’s and the Bank's ’s customary practicespractices and whether or not such plans are ERISA plans. Nothing paid Such benefits or plans shall collectively be referred to as “Employee Benefit Plans.” Without regard to the foregoing, the Executive shall affirmatively be provided the following Employee Benefit Plans during the Employment Period commencing as of the Employment Effective Date without regard to the respective eligibility or terms or conditions of the Employee Benefit Plans:
(a) The Executive shall be granted by the Company, pursuant to terms as contained in stock option agreements, stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding common stock of the Company from time to time (not including any common stock outstanding as a result of the exercise by the Executive of options granted to him), and each such option shall vest fully on the date which is the one (1) year anniversary of such option grant (subject to any accelerated vesting provided for in the applicable stock option agreement). Such options may be exercised through net share settlements (i.e., the Company delivers to the Executive under any such plan or program will be deemed an amount of shares of common stock with a current fair value equal to be in lieu the gain) pursuant to the terms of other compensation to which the applicable stock option agreement entered into between the Executive is entitled under this Agreementand the Company.
(b) The Company shall provide group medical insurance coverage to the Executive, his spouse and his dependent children, and such plan shall include reasonable coverage for medical, hospital, surgical, prescription drug coverage and major medical expenses. The Company and/or the Bank shall pay all premium expenses of the Executive, his spouse and his dependent children in connection with such group medical insurance.
(c) The Company shall provide and pay the premium costs of short-term and long-term disability policies to compensate the Executive in the event of his incapacity due to physical or mental illness, with coverage in an amount equal to at least seventy-five percent (75%) of the Executive’s highest aggregate annualized Cash Compensation in the three (3) fiscal years immediately preceding the determination of disability.
(d) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to six (6) weeks (thirty business days) of vacation in each calendar year, and shall be compensated with respect thereto in accordance with the Company’s and the Bank’s normal vacation policies. The Executive shall also be entitled to all paid holidays and paid vacations consistent in accordance with the Company’s and the Bank's policy for executive officers’s normal holiday policies.
(e) The Company or the Bank shall own and pay the costs of premiums on guaranteed renewable straight term life insurance insuring the life of the Executive in an amount equal to the lesser of (i) two (2) times the Executive’s base salary or (ii) $250,000.00, and the Company or Bank shall designate the beneficiary of such policy as such person or persons named by the Executive from time to time.
(f) At the Executive’s election, the Company shall provide to the Executive either (i) an automobile allowance in the amount of $1,000.00 for each calendar month or portion thereof during the term of this AgreementEmployment Period, subject to or (ii) the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services full-time use of a tax professional and a personal financial planning professional (which may company car, to be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will which company car shall be entitled replaced at its 24-month anniversary by another company car to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred be selected by the Executive. The services to Executive shall also be provided shall include (iwith a credit card to purchase gasoline for the company car. Allowances under this Section 5(f) the preparation of all required federal, state and local personal may be made pursuant to either an accountable or non-accountable expense plan for federal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to purposes as the Executive by the Employer and may determine.
(iiig) investment and retirement counseling and estate planning. Notwithstanding the foregoingIn addition to reimbursements for memberships described in Section 8, the annual cost to Company and/or the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, Bank shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of reimburse the Executive for the Annual Cost shall take into account costs associated with one (1) country club membership and one (1) dining club membership of the federal and state income tax effect Executive’s choosing.
(h) Commencing on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee first day of the calendar month following the first month that the Company and the Bank Board andhave consolidated total assets of at least $250 million, if increasedthe Company will begin to accrue for the Supplemental Executive Retirement Plan, shall be reflected in an addendum heretoattached hereto as Exhibit A, for the Executive.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under pursuant to: (A) any and all employee pension plans (“Employee Pension Benefit Plans” as that term is defined in the Employee Retirement Income Security Act of 1974 (“ERISA”) and whether or not such plan is a plan covered by ERISA), including but not limited to all qualified or non-qualified retirement, pension, savings or savings, profit-sharing or stock bonus plans, and (B) any and all welfare benefit plans covering employees of the Bank (Employee Welfare Benefit Plans (as that term is defined in ERISA and whether or not such plan is a plan covered by ERISA)) including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical, prescription drug), dental, accident and long-term disability insurance plans, and (C) any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any programs, stock benefit option and appreciation rights plans and restricted stock plans) as may from time to time be maintained by, or cover employees of, the Company or the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company’s and the Bank's ’s customary practicespractices and whether or not such plans are ERISA plans. Nothing paid Such benefits or plans shall collectively be referred to as “Employee Benefit Plans.” Without regard to the foregoing, the Executive shall affirmatively be provided the following Employee Benefit Plans during the Employment Period commencing as of the Employment Effective Date without regard to the respective eligibility or terms or conditions of the Employee Benefit Plans:
(a) The Executive shall be granted by the Company, pursuant to terms as contained in stock option agreements, stock options in an amount equal to three and one-third percent (3.33%) of the issued and outstanding common stock of the Company from time to time (not including any common stock outstanding as a result of the exercise by the Executive of options granted to him. Any options issued under this provision on or after January 1, 2007 shall be granted with an exercise price equal to the fair market value (as defined in Section 409A of the Internal Revenue Code of 1986 (the “Code”)) of the underlying shares of common stock and shall vest and become exercisable in five (5) equal increments on the 12, 24, 36, 48 and 60 month anniversaries after the date of grant; provided, however, that notwithstanding any other provision in the Agreement to the contrary, in the event (i) the Executive is terminated by the Company not for “cause” as defined in Section 10(a)(i) of the Agreement, (ii) of a Change of Control, (iii) of the death of the Executive, or (iv) of the Disability of the Executive, then any unvested outstanding options granted under this provision upon the date of one of these events shall become immediately vested and exercisable upon such date. Such options may be exercised through net share settlements (i.e., the Company delivers to the Executive under any such plan or program will be deemed an amount of shares of common stock with a current fair value equal to be in lieu the gain) pursuant to the terms of other compensation to which the applicable stock option agreement entered into between the Executive is entitled under this Agreementand the Company.
(b) The Company shall provide group medical insurance coverage to the Executive, his spouse and his dependent children, and such plan shall include reasonable coverage for medical, hospital, surgical, prescription drug coverage and major medical expenses. The Company and/or the Bank shall pay all premium expenses of the Executive, his spouse and his dependent children in connection with such group medical insurance.
(c) The Company shall provide and pay the premium costs of short-term and long-term disability policies to compensate the Executive in the event of his incapacity due to physical or mental illness, with coverage in an amount equal to at least seventy-five percent (75%) of the Executive’s highest aggregate annualized Cash Compensation in the three (3) fiscal years immediately preceding the determination of disability.
(d) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to six (6) weeks (thirty business days) of vacation in each calendar year, and shall be compensated with respect thereto in accordance with the Company’s and the Bank’s normal vacation policies. The Executive shall also be entitled to all paid holidays and paid vacations consistent in accordance with the Company’s and the Bank's policy for executive officers’s normal holiday policies.
(e) The Company or the Bank shall own and pay the costs of premiums on guaranteed renewable straight term life insurance insuring the life of the Executive in an amount equal to the lesser of (i) two (2) times the Executive’s base salary or (ii) $250,000.00, and the Company or Bank shall designate the beneficiary of such policy as such person or persons named by the Executive from time to time.
(f) At the Executive’s election, the Company shall provide to the Executive either (i) an automobile allowance in the amount of $1,000.00 for each calendar month or portion thereof during the term of this AgreementEmployment Period, subject to or (ii) the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services full-time use of a tax professional and a personal financial planning professional (which may company car, to be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will which company car shall be entitled replaced at its 24-month anniversary by another company car to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred be selected by the Executive. The services to Executive shall also be provided shall include (iwith a credit card to purchase gasoline for the company car. Allowances under this Section 5(f) the preparation of all required federal, state and local personal may be made pursuant to either an accountable or non-accountable expense plan for federal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to purposes as the Executive by the Employer and may determine.
(iiig) investment and retirement counseling and estate planning. Notwithstanding the foregoingIn addition to reimbursements for memberships described in Section 8, the annual cost to Company and/or the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, Bank shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of reimburse the Executive for the Annual Cost shall take into account costs associated with one (1) country club membership and one (1) dining club membership of the federal and state income tax effect Executive’s choosing.
(h) Commencing on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee first day of the calendar month following the first month that the Company and the Bank Board andhave consolidated total assets of at least $250 million, if increasedthe Company will begin to accrue for the Supplemental Executive Retirement Plan (the “SERP”), shall be reflected in an addendum heretoattached hereto as Exhibit A, for the Executive.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension Plan, the Bank's ’s 401(k) Profit Sharing Plan, the Supplemental Executive Retirement Plans for the ESOP and the 401(k) Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP EIP and any incentive compensation plans or program or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, then within 45 40 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employer and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During Except as expressly provided herein to the contrary, during the Employment Period, the Executive shall be treated as an employee of the Bank and the Company and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or savings, profit-sharing plans covering employees of the Bank (including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future)or stock bonus plans, any and all group life, health (including hospitalization, medical and major andmajor medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any programs, stock benefit option and appreciation rights plans and restricted stock plans) as may from time to time be maintained by, or cover employees of, the BankBank and the Company, in accordance with the terms theterms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s and the Company’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, The Company and the Bank shall provide the Executive and his eligible dependents with coverage under the Bank’s and the Company’s group health (including hospitalization, medical and major medical), dental and vision care plans through the last day of the first calendar month in which the both the Executive and his spouse are eligible for coverage under Medicare. In lieu thereof, the Bank and the Company may provide substitute coverage by direct payment to the carrier of the Executive’s share of premiums for continuation coverage under the corresponding plan of a prior employer or for coverage under an expense allowance individual policy providing substantially equivalent benefits and approved by the Executive ("Expense Allowance") equal to $500 per month which approval shall not be unreasonably withheld or delayed). The Company may require the Executive, while employed, to pay for a portion of the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt premium cost of such allowancecoverage; provided, however, that the Executive’s dollar cost for any period shall not exceed the dollar cost borne by senior executives of the Company for corresponding coverage. In Following the event that with respect to a given calendar year occurring during the term Executive’s termination of this Agreementemployment, the Company shall use all reasonable efforts to have such coverage continued and the Company may require the Executive believes that he drove during to pay the full premium cost for such year Business Miles coverage (as hereinafter defined) but in no event in excess of the Covered Business Miles aggregate premium cost paid by the Company and an actively employed executive for the same or substantially similar coverage), provided that if the Company cannot provide continuing coverage under its then existing plans, it shall have no obligation to acquire alternative coverage. The obligation to provide this coverage shall survive the termination of the Agreement unless the Executive is terminated with Cause or resigns without Good Reason (as hereinafter defined) defined in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”this Agreement). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay In addition to coverage under any group-term life insurance program maintained generally for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's policy for executive officers.
(e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee employees of the Bank Board andand the Company, if increasedthe Bank and the Company shall pay directly to the carrier all required premiums under [redacted] that are to become due during the period beginning on the Employment Commencement Date and ending on December 31, 2007. The obligation to make these payments shall be reflected survive the termination or expiration of this Agreement for any reason other than the Executive’s discharge with Cause or resignation without Good Reason (as defined in an addendum heretothis Agreement).
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including including, but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program programs or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Company and the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company's and the Bank's customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank Employers shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 600 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and/or the Company and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Company and the Bank (as well as any additional information as the Bank Employers may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank and/or the Company (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank Employers to be more than 3,600 5,000 (except for the year ended December 31, 2004, the amount shall be 2,700 3,750 miles) (“Covered Business Miles”), the Bank or the Company will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Company Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank Employers or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank Employers shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations vacation consistent with the Bank's Employers' policy for executive officers.
(e) The Bank Employers shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's Employers' expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer Employers and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does Employers do not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer Employers for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer Employers and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer Employers of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer Employers or the Executive, shall not exceed $2,000 2,500 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board Company and, if increased, shall be reflected in an addendum hereto.
(f) During the Employment Period, the Employers will reimburse and/or pay for the Executive's cost of membership in the Graduate Club (or such other club reasonably agreed to by the Employers and the Executive), including all membership bonds or surety, initiation or membership fees, annual dues, capital assessments, and all business-related expenses incurred at the club ("Club Expenses"). The Executive shall be reimbursed for the cost of Club Expenses expended by Executive and any such reimbursement and/or payment of the Club Expenses by the Employers shall take into account the federal and state income tax effect or the Executive of receipt of reimbursement for the Club Expenses.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit Pension Plan, Plans the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("Expense Allowance") equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he she drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's policy for executive officers.
(e) The Bank Employer shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "Tax Service Professional") selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his her choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "Annual Cost"), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
(f) During the Employment Period, the Employer will reimburse and/or pay for the Executive's cost of membership in the New Haven Country Club (non-golf membership) (or such other club reasonably agreed to by the Employer and the Executive), including all membership bonds or surety, initiation or membership fees, annual dues, capital assessments, and all business-related expenses incurred at the club ("Club Expenses"). The Executive shall be reimbursed for the cost of Club Expenses expended by the Executive and any such reimbursement and/or payment of the Club Expenses by the Employer shall take into account the federal and state income tax effect on the Executive of receipt of reimbursement for the Club Expenses.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension Plan, the Bank's ’s 401(k) Profit Sharing Plan, the Bank's ’s Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 40 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) (“Covered Business Miles”), the Bank will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employer and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension Plan, the Bank's ’s 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP and any incentive compensation plans or program or any stock benefit plansplans that may be adopted in the future) as may from time to time be maintained by, or cover employees of, the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement. It is the intent of the Board of Directors of the Company to develop and adopt a stock-based long-term incentive compensation plan or plans by the end of calendar year 2005.
(b) During the Employment Period, the Bank shall provide the Executive with an expense allowance ("“Expense Allowance"”) equal to $500 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and wishes to seek reimbursement as provided herein for such excess, within 45 days after the end of such calendar year, the Executive shall provide information to the Bank (as well as any additional information as the Bank may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank to be more than 3,600 (except the amount shall be pro-rated for the year ended December 31, 2004, 2004 based on the amount shall be 2,700 milesEffective Date) (“Covered Business Miles”), the Bank will provide Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”). The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank shall provide and pay for a parking space for Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations consistent with the Bank's ’s policy for executive officers.
(e) The Bank shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's ’s expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his choosing and seek reimbursement by the Employer for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer or the Executive, shall not exceed $2,000 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board and, if increased, shall be reflected in an addendum hereto.
(f) Executive shall move his principal residence to the New Haven area as soon as practicable. In connection therewith, the Bank shall (i) reimburse the Executive for reasonable temporary housing, meals and related costs incurred for a period up to ninety (90) days after the Effective Date (which period may be extended beyond ninety (90) days with the prior written consent of the Chief Executive Officer), subject to a budget approved by the Chief Financial Officer of the Bank; (ii) provided Executive purchases a primary residence in the New Haven area within two years following the Effective Date, reimburse the Executive for all reasonable moving, packing, unpacking and housekeeping set up costs associated with such move, subject to a budget approved by the Chief Financial Officer of the Bank; and (iii) provided Executive purchases a primary residence in the New Haven area within two years following the Effective Date, reimburse the Executive for all reasonable closing costs and fees in connection with the Executive’s purchase of a primary residence in the New Haven area (including costs related to mortgage financing, legal, and title, but excluding any broker’s commission), subject to a budget approved by the Chief Financial Officer of the Bank.
Appears in 1 contract
Employee Benefit Plans and Programs. (a) During the Employment Period, the Executive shall be treated as an employee of the Company and the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings or profit-sharing plans covering employees of the Bank (including but not limited to to, the Company's ’s Employee Stock Ownership Plan (the "“ESOP"”), the Bank's ’s defined benefit Pension pension plan, the Bank’s 401(k) Plan, the Supplemental Executive Retirement Plans for the ESOP and the 401(k) Plan, the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive Retirement Plan and the Bank's ’s 2004 Supplemental Executive Retirement Plan and any other similar plans that may be adopted in the future), any and all group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, the ESTIP EIP and any incentive compensation plans or program programs or any stock benefit plans) as may from time to time be maintained by, or cover employees of, the Company and the Bank, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Company’s and the Bank's ’s customary practices. Nothing paid to the Executive under any such plan or program will be deemed to be in lieu of other compensation to which the Executive is entitled under this Agreement.
(b) During the Employment Period, the Bank Employers shall provide the Executive with an expense allowance ("“Expense Allowance"”) payable monthly equal to $500 600 per month to pay for the costs of an automobile. Such Expense Allowance shall take into account the federal and state income tax effect on the Executive of receipt of such allowance. In the event that with respect to a given calendar year occurring during the term of this Agreement, the Executive believes that he she drove during such year Business Miles (as hereinafter defined) in excess of the Covered Business Miles (as hereinafter defined) in connection with the business of the Bank and/or the Company and wishes to seek reimbursement as provided herein for such excess, then within 45 40 days after the end of such calendar year, the Executive shall provide information to the Company and the Bank (as well as any additional information as the Bank Employers may reasonably request in order to review the Executive’s claim) with respect to the number of miles driven in the such calendar year in connection with the business of the Bank and/or the Company (“Business Miles”). In the event the number of Business Miles driven during such calendar year is determined by the Bank Employers to be more than 3,600 (except for the year ended December 31, 2004, the amount shall be 2,700 miles) 5,000 (“Covered Business Miles”), the Bank or the Company will provide the Executive an additional reimbursement within 45 days of such determination for the Business Miles in excess of the Covered Business Miles at a rate equal to the standard mileage rate of $0.375 per mile as published by the Internal Revenue Service for the period in which the excess Business Miles were incurred (“Reimbursement Rate”), with such reimbursement to be provided no later than March 15 of the year immediately following the year in which the excess Business Miles were incurred. The Expense Allowance, the Covered Business Miles and the Reimbursement Rate shall be reviewed annually by the Compensation Committee of the Bank Company Board and, if increased, shall be reflected in an addendum hereto. Notwithstanding the foregoing, nothing herein shall be deemed to impose upon the Bank Employers or obviate the Executive's ’s obligation, legal or otherwise, to maintain liability insurance with respect to the Executive's ’s personal use of an automobile.
(c) The Bank Employers shall provide and pay for a parking space for the Executive in the Bank's ’s main office parking garage or, if such space shall become unavailable due to tenant commitments or otherwise, in an alternative convenient closed parking garage.
(d) The Executive shall be entitled to paid holidays and paid vacations vacation consistent with the Bank's Employers’ policy for executive officers.
(e) The Bank Employers shall provide during the term of this Agreement, subject to the limitations set forth herein, for the Executive to receive, at the Employer's Employers’ expense, the services of a tax professional and a personal financial planning professional (which may be the same person or entity for both services) (the "“Tax Service Professional"”) selected by the Employer Employers and reasonably satisfactory to the Executive. Subject to the limitations set forth herein, if the Employer does Employers do not specify a Tax Services Professional reasonably acceptable to the Executive, the Executive will be entitled to use the services of a Tax Services Professional of his her choosing and seek reimbursement by the Employer Employers for the reasonable cost of such Tax Service Professional actually incurred by the Executive. The services to be provided shall include (i) the preparation of all required federal, state and local personal income tax returns, (ii) advice with respect to federal, state and local income tax treatment of cash and other forms of compensation paid to the Executive by the Employer Employers and (iii) investment and retirement counseling and estate planning. Notwithstanding the foregoing, the annual cost to the Employer Employers of providing the services to the Executive of such Tax Service Professional, whether such Tax Service Professional is selected by the Employer Employers or the Executive, shall not exceed $2,000 2,500 (the "“Annual Cost"”), prior to any adjustment for income tax effects of reimbursement for such expense. Reimbursement of the Executive for the Annual Cost shall take into account the federal and state income tax effect on the Executive of receipt of such Annual Cost, and such reimbursement shall be paid promptly by the Employers and in any event no later than March 15 of the year immediately following the year in which the Annual Cost was incurred. The Annual Cost shall be reviewed annually by the Compensation Committee of the Bank Board Company and, if increased, shall be reflected in an addendum hereto.
(f) During the Employment Period, the Employers will reimburse and/or pay for the Executive’s cost of membership in a mutually agreed upon club (or such successor club reasonably agreed to by the Employers and the Executive), including all membership bonds or surety, initiation or membership fees, annual dues, capital assessments, and all business-related expenses incurred at the club (“Club Expenses”). The Executive shall be reimbursed for the cost of Club Expenses expended by the Executive no later than March 15 of the year immediately following the year in which the Club Expenses were incurred, and any such reimbursement and/or payment of the Club Expenses by the Employers shall take into account the federal and state income tax effect on the Executive of receipt of reimbursement for the Club Expenses.
Appears in 1 contract