Employee Benefits and Other Compensation. (a) Except as otherwise provided in this Agreement, the Officer shall, during the Employment Period, be treated as an employee of the Bank and be entitled to participate in and receive benefits under the Bank’s employee benefit plans and programs, as well as such other compensation plans or programs (whether or not employee benefit plans or programs), as the Bank may maintain from time to time, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and with the Bank’s customary practices. (b) The Bank shall provide the Officer with a suitable automobile for use in the performance of the Officer’s duties hereunder and shall reimburse the Officer for all expenses incurred in connection therewith in accordance with Bank policies (but in no event later than the last day of the calendar year next following the calendar year in which the expenses were incurred). (c) The Officer shall be entitled, without loss of pay, to vacation time in accordance with the policies periodically established by the Board for senior management officials of the Bank, which shall in no event be less than four weeks in each calendar year. Except as provided in section 7(b), the Officer shall not be entitled to receive any additional compensation from the Bank on account of his failure to take a vacation, nor shall he be entitled to accumulate unused vacation from one calendar year to the next except to the extent authorized by the Board for senior management officials of the Bank. (d) On May 27 of each of the years 2006 through 2015, the Bank shall credit to a bookkeeping account maintained by the Bank (the “ SERP Account”) a supplemental retirement benefit of $50,000. The supplemental retirement benefit shall be deemed to be invested in one or more of such investment funds as may be specified by the Bank with the consent of the Officer (“Investment Funds”), as directed by the Officer from time to time, and the Officer’s SERP Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer’s termination of employment with the Bank by reason of his death, or upon his voluntary resignation without Good Reason, or upon his termination for “Cause” (as defined in section 8(b) of this Agreement), the amount then credited to the Officer’s SERP Account shall be paid by the Bank to the Officer (or in the case of his death, to his designated beneficiaries or, in the absence of any designation, to his estate) in a cash lump sum, and thereafter no additional amounts shall be credited to the Officer’s SERP Account. Upon the Officer’s termination of employment with the Bank by reason of retirement (which shall mean termination of employment at a time when the Officer is eligible to receive an Early, Normal, or Postponed Retirement Benefit under the Bank’s Retirement Plan), Disability (as defined in section 9(a)), voluntary resignation within one year following an event that constitutes Good Reason (as defined in section 7(a)(i)), or discharge without “Cause”, or in the event of the Officer’s termination of employment for any reason following a Change of Control, the Bank shall promptly pay to the Officer a cash lump sum equal to (i) $500,000, without regard to the amount then credited to his SERP Account, or (ii) the amount then credited to his SERP Account if such amount is greater than $500,000. Upon such payment, no further amount shall be payable under this section 5(d). Subject to Section 22(a), any amount payable under this Section 5(d) shall be paid promptly, but in any case within ninety days, following the Officer’s termination of employment. (e) Subject to the limitations imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Bank shall fund in a “rabbi trust” on an ongoing and current basis (i) the supplemental retirement benefit provided under section 5(d) hereof, and (ii) the amount credited to the Officer’s account under the Bank’s Supplemental Savings Incentive Plan. The Trustee of such “rabbi trust” shall be an independent bank or trust company. (f) If any amounts deferred pursuant to this Agreement are found in a “determination” (within the meaning of Code Section 1313(a)) to have been includible in gross income by the Officer prior to payment of such amounts under this Agreement due to a failure to comply with the requirements of Code Section 409A, such amounts shall be immediately paid to the Officer, notwithstanding any other provision of this Agreement providing for deferral.
Appears in 2 contracts
Samples: Employment Agreement (Flushing Financial Corp), Employment Agreement (Flushing Financial Corp)
Employee Benefits and Other Compensation. (a) Except as otherwise provided in this Agreement, the Officer shall, during the Employment Period, be treated as an employee of the Bank Holding Company and be entitled to participate in and receive benefits under the BankHolding Company’s employee benefit plans and programs, as well as such other compensation plans or programs (whether or not employee benefit plans or programs), as the Bank Holding Company may maintain from time to time, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and with the BankHolding Company’s customary practices.
(b) The Bank Holding Company shall provide the Officer with a suitable automobile for use in the performance of the Officer’s duties hereunder and shall reimburse the Officer for all expenses incurred in connection therewith in accordance with Bank Holding Company policies (but in no event later than the last day of the calendar year next following the calendar year in which the expenses were incurred).
(c) The Officer shall be entitled, without loss of pay, to vacation time in accordance with the policies periodically established by the Board for senior management officials of the BankHolding Company, which shall in no event be less than four weeks in each calendar year. Except as provided in section 7(b), the Officer shall not be entitled to receive any additional compensation from the Bank Holding Company on account of his failure to take a vacation, nor shall he be entitled to accumulate unused vacation from one calendar year to the next except to the extent authorized by the Board for senior management officials of the BankHolding Company.
(d) On May 27 of each of the years 2006 through 2015, the Bank Holding Company shall credit to a bookkeeping account maintained by the Holding Company (such Holding Company account and the account established by the Bank (under section 5(d) of the Bank Employment Agreement, collectively, the “ SERP Account”) a supplemental retirement benefit of $50,000. The supplemental retirement benefit shall be deemed to be invested in one or more of such investment funds as may be specified by the Bank Holding Company with the consent of the Officer (“Investment Funds”), as directed by the Officer from time to time, and the Officer’s SERP Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer’s termination of employment with the Holding Company and the Bank by reason of his death, or upon his voluntary resignation without Good Reason, or upon his termination for “Cause” (as defined in section 8(b) of this Agreement), the amount then credited to the Officer’s SERP Account shall be paid by the Bank Holding Company to the Officer (or in the case of his death, to his designated beneficiaries or, in the absence of any designation, to his estate) in a cash lump sum, and thereafter no additional amounts shall be credited to the Officer’s SERP Account. Upon the Officer’s termination of employment with the Holding Company and the Bank by reason of retirement (which shall mean termination of employment at a time when the Officer is eligible to receive an Early, Normal, or Postponed Retirement Benefit under the Bank’s Retirement Plan), Disability (as defined in section 9(a)), voluntary resignation within one year following an event that constitutes Good Reason (as defined in section 7(a)(i)), or discharge without “Cause”, or in the event of the Officer’s termination of employment for any reason following a Change of Control, the Bank Holding Company shall promptly pay to the Officer a cash lump sum equal to (i) $500,000, without regard to the amount then credited to his SERP Account, or (ii) the amount then credited to his SERP Account if such amount is greater than $500,000. Upon such payment, no further amount shall be payable under this section 5(d). Subject to Section 22(a25(a), any amount payable under this Section 5(d) shall be paid promptly, but in any case within ninety days, following the Officer’s termination of employment.
(e) Subject to the limitations imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if and to the extent that the Bank has not funded such benefits under the Bank Employment Agreement, the Holding Company shall fund in a “rabbi trust” on an ongoing and current basis (i) the supplemental retirement benefit provided under section 5(d) hereof, and (ii) the amount credited to the Officer’s account under the Bank’s Supplemental Savings Incentive Plan. The Trustee of such “rabbi trust” shall be an independent bank or trust company.
(f) If any amounts deferred pursuant to this Agreement are found in a “determination” (within the meaning of Code Section 1313(a)) to have been includible in gross income by the Officer prior to payment of such amounts under this Agreement due to a failure to comply with the requirements of Code Section 409A, such amounts shall be immediately paid to the Officer, notwithstanding any other provision of this Agreement providing for deferral.
Appears in 2 contracts
Samples: Employment Agreement (Flushing Financial Corp), Employment Agreement (Flushing Financial Corp)
Employee Benefits and Other Compensation. (a) Except as otherwise provided in this Agreement, the Officer shall, during the Employment Period, be treated as an employee of the Bank and be entitled to participate in and receive benefits under the Bank’s employee benefit plans and programs, as well as such other compensation plans or programs (whether or not employee benefit plans or programs), as the Bank may maintain from time to time, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and with the Bank’s customary practices.
(b) The Bank shall provide the Officer with a suitable automobile for use in the performance of the Officer’s duties hereunder and shall reimburse the Officer for all expenses incurred in connection therewith in accordance with Bank policies (but in no event later than the last day of the calendar year next following the calendar year in which the expenses were incurred)therewith.
(c) The Officer shall be entitled, without loss of pay, to vacation time in accordance with the policies periodically established by the Board for senior management officials of the Bank, which shall in no event be less than four weeks in each calendar year. Except as provided in section 7(b), the Officer shall not be entitled to receive any additional compensation from the Bank on account of his failure to take a vacation, nor shall he be entitled to accumulate unused vacation from one calendar year to the next except to the extent authorized by the Board for senior management officials of the Bank.
(d) On May 27 of each of the years 2006 through 2015, the Bank shall credit to a bookkeeping account maintained by the Bank (the “ SERP Account”) a supplemental retirement benefit of $50,000. The supplemental retirement benefit shall be deemed to be invested in one or more of the investment funds offered by Retirement System Fund, Inc. or in such investment other funds as may be specified by the Bank with the consent of the Officer (“Investment Funds”), in multiples of 10%, as directed by the Officer from time to timetime no more frequently than once each calendar quarter, and the Officer’s SERP Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer’s termination of employment with the Bank by reason of his death, or upon his voluntary resignation without Good Reason, or upon his termination for “Cause” (as defined in section 8(b) of this Agreement), the amount then credited to the Officer’s SERP Account shall be promptly paid by the Bank to the Officer (or in the case of his death, to his designated beneficiaries or, in the absence of any designation, to his estate) in a cash lump sum, and thereafter no additional amounts shall be credited to the Officer’s SERP Account. Upon the Officer’s termination of employment with the Bank by reason of retirement (which shall mean termination of employment at a time when the Officer is eligible to receive an Early, Normal, or Postponed Retirement Benefit under the Bank’s Retirement Plan), Disability (as defined in section 9(a)), voluntary resignation within one year following an event that constitutes Good Reason (as defined in section 7(a)(i)), or discharge without “Cause”, or in the event of the Officer’s termination of employment for any reason following a Change of Control, the Bank shall promptly pay to the Officer a cash lump sum equal to (i) $500,000, without regard to the amount then credited to his SERP Account, or (ii) the amount then credited to his SERP Account if such amount is greater than $500,000500,000 and termination of employment occurs after May 27, 2015. Upon such payment, no further amount shall be payable under this section 5(d). Subject to Section 22(a), any amount payable under this Section 5(d) shall be paid promptly, but in any case within ninety days, following the Officer’s termination of employment.
(e) Subject to the limitations imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the The Bank shall fund in a “rabbi trust” on an ongoing and current basis (i) the supplemental retirement benefit provided under section 5(d) hereof, and (ii) the amount credited to the Officer’s account under the Bank’s Supplemental Savings Incentive Plan. The Trustee of such “rabbi trust” shall be an independent bank or trust company.
(f) If any amounts deferred pursuant to this Agreement are found in a “determination” (within the meaning of Code Section 1313(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) to have been includible in gross income by the Officer prior to payment of such amounts under this Agreement due to a failure to comply with the requirements of Code Section 409AAgreement, such amounts shall be immediately paid to the Officer, notwithstanding any other provision of this Agreement providing for deferral.
(g) Notwithstanding any contrary provision in this section 5, to the extent necessary in order to avoid penalties under Section 409A of the Code, payments scheduled to be paid upon termination of employment shall instead be paid six (6) months after termination of employment.
Appears in 1 contract
Employee Benefits and Other Compensation. (a) Except as otherwise provided in this Agreement, the The Officer shall, during the Employment Period, be treated as an employee of the Bank and be entitled to participate in and receive benefits under the Holding Company’s and the Bank’s employee benefit plans and programs, as well as such other compensation plans or programs (whether or not employee benefit plans or programs), as the Holding Company or the Bank may maintain from time to time, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and in accordance with the Holding Company’s or Bank’s customary practices.
(b) The Bank During the Employment Period, the Holding Company shall provide the Officer with a monthly car allowance for so long as the Officer continues to own her current personal automobile, which allowance shall be the exclusive reimbursement for business use of her vehicle. Once the Officer no longer owns her current personal automobile, for the balance of the Employment Period, the Holding Company shall provide the Officer with a suitable automobile for use in the performance of the Officer’s duties hereunder and shall reimburse the Officer for all expenses incurred in connection therewith in accordance with Bank Holding Company policies (but in no event later than the last day of the calendar year next following the calendar year in which the expenses were incurred).
(c) The Officer shall be entitled, without loss of pay, to vacation time in accordance with the policies periodically established by the Board for senior management officials of the BankHolding Company, which shall in no event be less than four weeks in each calendar year. Except as provided in section 7(b), the Officer shall not be entitled to receive any additional compensation from the Bank Holding Company on account of his her failure to take a vacation, nor shall he she be entitled to accumulate unused vacation from one calendar year to the next except to the extent authorized by the Board for senior management officials of the BankHolding Company.
(d) On May 27 of each of the years 2006 through 2015, the Bank shall credit to a bookkeeping account maintained by the Bank (the “ SERP Account”) a supplemental retirement benefit of $50,000. The supplemental retirement benefit shall be deemed to be invested in one or more of such investment funds as may be specified by the Bank with the consent of the Officer (“Investment Funds”), as directed by the Officer from time to time, and the Officer’s SERP Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer’s termination of employment with the Bank by reason of his death, or upon his voluntary resignation without Good Reason, or upon his termination for “Cause” (as defined in section 8(b) of this Agreement), the amount then credited to the Officer’s SERP Account shall be paid by the Bank to the Officer (or in the case of his death, to his designated beneficiaries or, in the absence of any designation, to his estate) in a cash lump sum, and thereafter no additional amounts shall be credited to the Officer’s SERP Account. Upon the Officer’s termination of employment with the Bank by reason of retirement (which shall mean termination of employment at a time when the Officer is eligible to receive an Early, Normal, or Postponed Retirement Benefit under the Bank’s Retirement Plan), Disability (as defined in section 9(a)), voluntary resignation within one year following an event that constitutes Good Reason (as defined in section 7(a)(i)), or discharge without “Cause”, or in the event of the Officer’s termination of employment for any reason following a Change of Control, the Bank shall promptly pay to the Officer a cash lump sum equal to (i) $500,000, without regard to the amount then credited to his SERP Account, or (ii) the amount then credited to his SERP Account if such amount is greater than $500,000. Upon such payment, no further amount shall be payable under this section 5(d). Subject to Section 22(a), any amount payable under this Section 5(d) shall be paid promptly, but in any case within ninety days, following the Officer’s termination of employment.
(e) Subject to the limitations imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Bank shall fund in a “rabbi trust” on an ongoing and current basis (i) the supplemental retirement benefit provided under section 5(d) hereof, and (ii) the amount credited to the Officer’s account under the Bank’s Supplemental Savings Incentive Plan. The Trustee of such “rabbi trust” shall be an independent bank or trust company.
(f) If any amounts deferred pursuant to this Agreement are found in a “determination” (within the meaning of Code Section 1313(a)) to have been includible in gross income by the Officer prior to payment of such amounts under this Agreement due to a failure to comply with the requirements of Code Section 409A, such amounts shall be immediately paid to the Officer, notwithstanding any other provision of this Agreement providing for deferral.
Appears in 1 contract
Employee Benefits and Other Compensation. (a) Except as otherwise provided in this Agreement, the Officer shall, during the Employment Period, be treated as an employee of the Bank Holding Company and be entitled to participate in and receive benefits under the BankHolding Company’s employee benefit plans and programs, as well as such other compensation plans or programs (whether or not employee benefit plans or programs), as the Bank Holding Company may maintain from time to time, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and with the BankHolding Company’s customary practices.
(b) The Bank Holding Company shall provide the Officer with a suitable automobile for use in the performance of the Officer’s duties hereunder and shall reimburse the Officer for all expenses incurred in connection therewith in accordance with Bank policies (but in no event later than the last day of the calendar year next following the calendar year in which the expenses were incurred)therewith.
(c) The Officer shall be entitled, without loss of pay, to vacation time in accordance with the policies periodically established by the Board for senior management officials of the BankHolding Company, which shall in no event be less than four weeks in each calendar year. Except as provided in section 7(b), the Officer shall not be entitled to receive any additional compensation from the Bank Holding Company on account of his failure to take a vacation, nor shall he be entitled to accumulate unused vacation from one calendar year to the next except to the extent authorized by the Board for senior management officials of the BankHolding Company.
(d) On May 27 of each of the years 2006 through 2015, the Bank Holding Company shall credit to a bookkeeping account maintained by the Holding Company (such Holding Company account and the account established by the Bank (under section 5(d) of the Bank Employment Agreement, collectively, the “ SERP Account”) a supplemental retirement benefit of $50,000. The supplemental retirement benefit shall be deemed to be invested in one or more of the investment funds offered by Retirement System Fund, Inc. or in such investment other funds as may be specified by the Bank Holding Company with the consent of the Officer (“Investment Funds”), in multiples of 10%, as directed by the Officer from time to timetime no more frequently than once each calendar quarter, and the Officer’s SERP Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer’s termination of employment with the Holding Company or the Bank (whichever may occur first) by reason of his death, or upon his voluntary resignation without Good Reason, or upon his termination for “Cause” (as defined in section 8(b) of this Agreement), the amount then credited to the Officer’s SERP Account shall be promptly paid by the Bank Holding Company to the Officer (or in the case of his death, to his designated beneficiaries or, in the absence of any designation, to his estate) in a cash lump sum, and thereafter no additional amounts shall be credited to the Officer’s SERP Account. Upon the Officer’s termination of employment with the Holding Company or the Bank (whichever may occur first) by reason of retirement (which shall mean termination of employment at a time when the Officer is eligible to receive an Early, Normal, or Postponed Retirement Benefit under the Bank’s Retirement Plan), Disability (as defined in section 9(a)), voluntary resignation within one year following an event that constitutes Good Reason (as defined in section 7(a)(i)), or discharge without “Cause”, or in the event of the Officer’s termination of employment for any reason following a Change of Control, the Bank Holding Company shall promptly pay to the Officer a cash lump sum equal to (i) $500,000, without regard to the amount then credited to his SERP Account, or (ii) the amount then credited to his SERP Account if such amount is greater than $500,000500,000 and termination of employment occurs after May 27, 2015. Upon such payment, no further amount shall be payable under this section 5(d). Subject to Section 22(a), any amount payable under this Section 5(d) shall be paid promptly, but in any case within ninety days, following the Officer’s termination of employment.
(e) Subject If and to the limitations imposed by Section 409A of extent that the Internal Revenue Code of 1986, as amended (Bank has not funded such benefits under the “Code”)Bank Employment Agreement, the Bank Holding Company shall fund in a “rabbi trust” on an ongoing and current basis (i) the supplemental retirement benefit provided under section 5(d) hereof, and (ii) the amount credited to the Officer’s account under the Bank’s Supplemental Savings Incentive Plan. The Trustee of such “rabbi trust” shall be an independent bank or trust company.
(f) If any amounts deferred pursuant to this Agreement are found in a “determination” (within the meaning of Code Section 1313(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) to have been includible in gross income by the Officer prior to payment of such amounts under this Agreement due to a failure to comply with the requirements of Code Section 409AAgreement, such amounts shall be immediately paid to the Officer, notwithstanding any other provision of this Agreement providing for deferral.
(g) Notwithstanding any contrary provision in this section 5, to the extent necessary in order to avoid penalties under Section 409A of the Code, payments scheduled to be paid upon termination of employment shall instead be paid six (6) months after termination of employment.
Appears in 1 contract
Employee Benefits and Other Compensation. (a) Except as otherwise provided in this Agreement, the Officer shall, during the Employment Period, be treated as an employee of the Bank Holding Company and be entitled to participate in and receive benefits under the Bank’s Holding Company's employee benefit plans and programs, as well as such other compensation plans or programs (whether or not employee benefit plans or programs), as the Bank Holding Company may maintain from time to time, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and with the Bank’s Holding Company's customary practices.
(b) If and to the extent that the Bank has not on or prior to such date credited such amounts, as of the last day of each regular payroll period during the Employment Period, the Holding Company shall credit to a bookkeeping account maintained by the Holding Company (such Holding Company account and the account established by the Bank under section 5(b) of the Bank Employment Agreement, collectively, the "Deferred Compensation Account") 10% of the Current Salary payable to the Officer during such period pursuant to section 4. The deferred compensation provided under this section 5(b) shall be deemed to be invested in one or more of the investment funds offered by Retirement System Fund, Inc. or in such other funds as may be specified by the Holding Company with the consent of the Officer ("Investment Funds"), in multiples of 10%, as directed by the Officer from time to time no more frequently than once each calendar quarter. The Officer's Deferred Compensation Account shall be credited at least quarterly with the earnings (or losses) on such investments. The amount credited to the Officer's Deferred Compensation Account (including earnings or losses) shall be paid by the Holding Company to the Officer (or in the event of his death to his designated beneficiaries or, in the absence of any designation, his estate) in a cash lump sum promptly after the Officer's termination of employment with the Holding Company or the Bank (whichever may occur first) for any reason. For the purpose of determining the amount of such payment, the value of the account balance shall be determined ten (10) days prior to the payment date. The Officer acknowledges that the deferred compensation provided for in this section 5(b) shall not be taken into account for purposes of computing any pension or other retirement benefit to which he may be entitled under the Holding Company's benefit plans or programs.
(c) The Holding Company shall provide the Officer with a suitable automobile for use in the performance of the Officer’s 's duties hereunder and shall reimburse the Officer for all expenses incurred in connection therewith in accordance with Bank policies (but in no event later than the last day of the calendar year next following the calendar year in which the expenses were incurred)therewith.
(cd) The Officer shall be entitled, without loss of pay, to vacation time in accordance with the policies periodically established by the Board for senior management officials of the BankHolding Company, which shall in no event be less than four weeks in each calendar year. Except as provided in section 7(b), the Officer shall not be entitled to receive any additional compensation from the Bank Holding Company on account of his failure to take a vacation, nor shall he be entitled to accumulate unused vacation from one calendar year to the next except to the extent authorized by the Board for senior management officials of the BankHolding Company.
(de) On May 27 of each of the years 2006 1996 through 20152000, either the Bank shall credit or the Holding Company has credited to a bookkeeping account maintained by it (such Holding Company account and the account established by the Bank (under section 5(e) of the “ SERP Bank Employment Agreement, collectively, the "Supplemental Retirement Account”") a supplemental retirement benefit of $50,00030,000. The Prior to May 27, 2000, any interest or earnings obtained from investment of the supplemental retirement benefit provided under this section 5(e) shall accrue to the Holding Company. Following May 27, 2000, the supplemental retirement benefit shall be deemed to be invested in one or more of such investment funds as may be specified by the Bank with the consent of the Officer (“Investment Funds”), in multiples of 10%, as directed by the Officer from time to timetime no more frequently than once each calendar quarter, and the Officer’s 's Supplemental Retirement Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer's termination of employment with the Holding Company or the Bank (whichever may occur first) for any reason, the amount credited to the Officer's Supplemental Retirement Account (including earnings or losses credited as described above) shall be promptly paid by the Holding Company to the Officer (or in the event of his death to his designated beneficiaries or, in the absence of any designation, his estate) in a cash lump sum. For the purpose of determining the amount of such payment, the value of the account balance shall be determined ten (10) days prior to payment date.
(f) If and to the extent that the Bank has not on or prior to such date credited such amount, on May 27 of each of the years 2001 through 2011, the Holding Company shall credit to a bookkeeping account maintained by the Holding Company (such Holding Company account and the account established by the Bank under section 5(f) of the Bank Employment Agreement, collectively, the "Additional SERP Account") an additional supplemental retirement benefit of $50,000. Prior to May 27, 2011, any interest or earnings (or losses) obtained from investment of the additional supplemental retirement benefit provided under this section 5(f) shall accrue to the Holding Company and shall not be credited to the Officer's Additional SERP Account, but may be utilized by the Holding Company to discharge its obligations under this section 5(f). Following May 27, 2011, the additional supplemental retirement benefit shall be deemed to be invested in one or more of the Investment Funds, in multiples of 10%, as directed by the Officer from time to time no more frequently than once each calendar quarter, and the Officer's Additional SERP Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer’s 's termination of employment with the Holding Company or the Bank (whichever may occur first) by reason of his death, or upon his voluntary resignation without Good Reason, or upon his termination for “"Cause” " (as defined in section 8(b) of this Agreement), the amount then credited to the Officer’s 's Additional SERP Account (disregarding earnings and losses prior to May 27, 2011) shall be promptly paid by the Bank Holding Company to the Officer (or in the case of his death, to his designated beneficiaries or, in the absence of any designation, to his estate) in a cash lump sum, and thereafter no additional amounts shall be credited to the Officer’s SERP Account. Upon the Officer’s termination of employment with the Bank by reason of retirement (which shall mean termination of employment at a time when the Officer is eligible to receive an Early, Normal, or Postponed Retirement Benefit under the Bank’s Retirement Plan), Disability (as defined in section 9(a)), voluntary resignation within one year following an event that constitutes Good Reason (as defined in section 7(a)(i)), or discharge without “Cause”, or in the event of the Officer’s termination of employment for any reason following a Change of Control, the Bank shall promptly pay to the Officer a cash lump sum equal to (i) $500,000, without regard to the amount then credited to his SERP Account, or (ii) the amount then credited to his SERP Account if such amount is greater than $500,000. Upon such payment, no further amount shall be payable under this section 5(d). Subject to Section 22(a), any amount payable under this Section 5(d) shall be paid promptly, but in any case within ninety days, following the Officer’s termination of employment.
(e) Subject to the limitations imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Bank shall fund in a “rabbi trust” on an ongoing and current basis (i) the supplemental retirement benefit provided under section 5(d) hereof, and (ii) the amount credited to the Officer’s account under the Bank’s Supplemental Savings Incentive Plan. The Trustee of such “rabbi trust” shall be an independent bank or trust company.
(f) If any amounts deferred pursuant to this Agreement are found in a “determination” (within the meaning of Code Section 1313(a)) to have been includible in gross income by the Officer prior to payment of such amounts under this Agreement due to a failure to comply with the requirements of Code Section 409A, such amounts shall be immediately paid to the Officer, notwithstanding any other provision of this Agreement providing for deferral.'s Additional SERP
Appears in 1 contract
Employee Benefits and Other Compensation. (a) Except as otherwise provided in this Agreement, the Officer shall, during the Employment Period, be treated as an employee of the Bank Holding Company and be entitled to participate in and receive benefits under the BankHolding Company’s employee benefit plans and programs, as well as such other compensation plans or programs (whether or not employee benefit plans or programs), as the Bank Holding Company may maintain from time to time, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and with the BankHolding Company’s customary practices.
(b) The Bank Holding Company shall provide the Officer with a suitable automobile for use in the performance of the Officer’s duties hereunder and shall reimburse the Officer for all expenses incurred in connection therewith in accordance with Bank Holding Company policies (but in no event later than the last day of the calendar year next following the calendar year in which the expenses were incurred).
(c) The Officer shall be entitled, without loss of pay, to vacation time in accordance with the policies periodically established by the Board for senior management officials of the BankHolding Company, which shall in no event be less than four weeks in each calendar year. Except as provided in section 7(b), the Officer shall not be entitled to receive any additional compensation from the Bank Holding Company on account of his failure to take a vacation, nor shall he be entitled to accumulate unused vacation from one calendar year to the next except to the extent authorized by the Board for senior management officials of the BankHolding Company.
(d) On May 27 of each of the years 2006 through 2015, the Bank Holding Company shall credit to a bookkeeping account maintained by the Holding Company (such Holding Company account and the account established by the Bank (under section 5(d) of the “ Bank Employment Agreement, collectively, the “SERP Account”) a supplemental retirement benefit of $50,000. The supplemental retirement benefit shall be deemed to be invested in one or more of such investment funds as may be specified by the Bank Holding Company with the consent of the Officer (“Investment Funds”), as directed by the Officer from time to time, and the Officer’s SERP Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer’s termination of employment with the Holding Company and the Bank by reason of his death, or upon his voluntary resignation without Good Reason, or upon his termination for “Cause” (as defined in section 8(b) of this Agreement), the amount then credited to the Officer’s SERP Account shall be paid by the Bank Holding Company to the Officer (or in the case of his death, to his designated beneficiaries or, in the absence of any designation, to his estate) in a cash lump sum, and thereafter no additional amounts shall be credited to the Officer’s SERP Account. Upon the Officer’s termination of employment with the Holding Company and the Bank by reason of retirement (which shall mean termination of employment at a time when the Officer is eligible to receive an Early, Normal, or Postponed Retirement Benefit under the Bank’s Retirement Plan), Disability (as defined in section 9(a)), voluntary resignation within one year following an event that constitutes Good Reason (as defined in section 7(a)(i)), or discharge without “Cause”, or in the event of the Officer’s termination of employment for any reason following a Change of Control, the Bank Holding Company shall promptly pay to the Officer a cash lump sum equal to (i) $500,000, without regard to the amount then credited to his SERP Account, or (ii) the amount then credited to his SERP Account if such amount is greater than $500,000. Upon such payment, no further amount shall be payable under this section 5(d). Subject to Section 22(a25(a), any amount payable under this Section 5(d) shall be paid promptly, but in any case within ninety days, following the Officer’s termination of employment.
(e) Subject to the limitations imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if and to the extent that the Bank has not funded such benefits under the Bank Employment Agreement, the Holding Company shall fund in a “rabbi trust” on an ongoing and current basis (i) the supplemental retirement benefit provided under section 5(d) hereof, and (ii) the amount credited to the Officer’s account under the Bank’s Supplemental Savings Incentive Plan. The Trustee of such “rabbi trust” shall be an independent bank or trust company.
(f) If any amounts deferred pursuant to this Agreement are found in a “determination” (within the meaning of Code Section 1313(a)) to have been includible in gross income by the Officer prior to payment of such amounts under this Agreement due to a failure to comply with the requirements of Code Section 409A, such amounts shall be immediately paid to the Officer, notwithstanding any other provision of this Agreement providing for deferral.
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Employee Benefits and Other Compensation. (a) Except as otherwise provided in this Agreement, the Officer shall, during the Employment Period, be treated as an employee of the Bank and be entitled to participate in and receive benefits under the Bank’s employee benefit plans and programs, as well as such other compensation plans or programs (whether or not employee benefit plans or programs), as the Bank may maintain from time to time, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and with the Bank’s customary practices.
(b) The Bank shall provide the Officer with a suitable automobile for use in the performance of the Officer’s duties hereunder and shall reimburse the Officer for all expenses incurred in connection therewith in accordance with Bank policies (but in no event later than the last day of the calendar year next following the calendar year in which the expenses were incurred).
(c) The Officer shall be entitled, without loss of pay, to vacation time in accordance with the policies periodically established by the Board for senior management officials of the Bank, which shall in no event be less than four weeks in each calendar year. Except as provided in section 7(b), the Officer shall not be entitled to receive any additional compensation from the Bank on account of his failure to take a vacation, nor shall he be entitled to accumulate unused vacation from one calendar year to the next except to the extent authorized by the Board for senior management officials of the Bank.
(d) On May 27 of each of the years 2006 through 2015, the Bank shall credit to a bookkeeping account maintained by the Bank (the “ SERP Account”) a supplemental retirement benefit of $50,000. The supplemental retirement benefit shall be deemed to be invested in one or more of such investment funds as may be specified by the Bank with the consent of the Officer (“Investment Funds”), as directed by the Officer from time to time, and the Officer’s SERP Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer’s termination of employment with the Bank by reason of his death, or upon his voluntary resignation without Good Reason, or upon his termination for “Cause” (as defined in section 8(b) of this Agreement), the amount then credited to the Officer’s SERP Account shall be paid by the Bank to the Officer (or in the case of his death, to his designated beneficiaries or, in the absence of any designation, to his estate) in a cash lump sum, and thereafter no additional amounts shall be credited to the Officer’s SERP Account. Upon the Officer’s termination of employment with the Bank by reason of retirement (which shall mean termination of employment at a time when the Officer is eligible to receive an Early, Normal, or Postponed Retirement Benefit under the Bank’s Retirement Plan), Disability (as defined in section 9(a)), voluntary resignation within one year following an event that constitutes Good Reason (as defined in section 7(a)(i)), or discharge without “Cause”, or in the event of the Officer’s termination of employment for any reason following a Change of Control, the Bank shall promptly pay to the Officer a cash lump sum equal to (i) $500,000, without regard to the amount then credited to his SERP Account, or (ii) the amount then credited to his SERP Account if such amount is greater than $500,000. Upon such payment, no further amount shall be payable under this section 5(d). Subject to Section 22(a), any amount payable under this Section 5(d) shall be paid promptly, but in any case within ninety days, following the Officer’s termination of employment.
(e) Subject to the limitations imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Bank shall fund in a “rabbi trust” on an ongoing and current basis (i) the supplemental retirement benefit provided under section 5(d) hereof, and (ii) the amount credited to the Officer’s account under the Bank’s Supplemental Savings Incentive Plan. The Trustee of such “rabbi trust” shall be an independent bank or trust company.
(f) If any amounts deferred pursuant to this Agreement are found in a “determination” (within the meaning of Code Section 1313(a)) to have been includible in gross income by the Officer prior to payment of such amounts under this Agreement due to a failure to comply with the requirements of Code Section 409A, such amounts shall be immediately paid to the Officer, notwithstanding any other provision of this Agreement providing for deferral.this
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Employee Benefits and Other Compensation. (a) Except as otherwise provided in this Agreement, the Officer shall, during the Employment Period, be treated as an employee of the Bank and be entitled to participate in and receive benefits under the Bank’s 's employee benefit plans and programs, as well as such other compensation plans or programs (whether or not employee benefit plans or programs), as the Bank may maintain from time to time, in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and with the Bank’s 's customary practices.
(b) On the last day of each regular payroll period during the Employment Period, the Bank shall credit to a bookkeeping account maintained by the Bank (the "Deferred Compensation Account") 10% of the Current Salary payable to the Officer during such period pursuant to section 4. The deferred compensation provided under this section 5(b) shall be deemed to be invested in one or more of the investment funds offered by Retirement System Fund, Inc. or in such other funds as may be specified by the Bank with the consent of the Officer ("Investment Funds") in multiples of 10%, as directed by the Officer from time to time no more frequently than once each calendar quarter. The Officer's Deferred Compensation Account shall be credited at least quarterly with the earnings (or losses) on such investments. The amount credited to the Officer's Deferred Compensation Account (including earnings or losses) shall be paid by the Bank to the Officer (or in the event of his death to his designated beneficiaries or, in the absence of any designation, his estate) in a cash lump sum promptly after the Officer's termination of employment with the Bank for any reason. For the purpose of determining the amount of such payment, the value of the account balance shall be determined ten (10) days prior to the payment date. The Officer acknowledges that the deferred compensation provided for in this section 5(b) shall not be taken into account for purposes of computing any pension or other retirement benefit to which he may be entitled under the Bank's benefit plans or programs.
(c) The Bank shall provide the Officer with a suitable automobile for use in the performance of the Officer’s 's duties hereunder and shall reimburse the Officer for all expenses incurred in connection therewith in accordance with Bank policies (but in no event later than the last day of the calendar year next following the calendar year in which the expenses were incurred)therewith.
(cd) The Officer shall be entitled, without loss of pay, to vacation time in accordance with the policies periodically established by the Board for senior management officials of the Bank, which shall in no event be less than four weeks in each calendar year. Except as provided in section 7(b), the Officer shall not be entitled to receive any additional compensation from the Bank on account of his failure to take a vacation, nor shall he be entitled to accumulate unused vacation from one calendar year to the next except to the extent authorized by the Board for senior management officials of the Bank.
(de) On May 27 of each of the years 2006 1996 through 20152000, the Bank has credited to a bookkeeping account maintained by the Bank ("Supplemental Retirement Account") a supplemental retirement benefit of $30,000. Prior to May 27, 2000, any interest or earnings obtained from investment of the supplemental retirement benefit provided under this section 5(e) shall accrue to the Bank. Following May 27, 2000, the supplemental retirement benefit shall be deemed to be invested in one or more of the Investment Funds in multiples of 10%, as directed by the Officer from time to time no more frequently than once each calendar quarter, and the Officer's Supplemental Retirement Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer's termination of employment with the Bank for any reason, the amount credited to the Officer's Supplemental Retirement Account (including earnings or losses credited as described above) shall be paid by the Bank to the Officer (or in the event of his death to his designated beneficiaries or, in the absence of any designation, his estate) in a cash lump sum. For the purpose of determining the amount of such payment, the value of the account balance shall be determined ten (10) days prior to the payment date.
(f) On May 27 of each of the years 2001 through 2011, the Bank shall credit to a bookkeeping account maintained by the Bank (the “ "Additional SERP Account”") a an additional supplemental retirement benefit of $50,000. The Prior to May 27, 2011, any interest or earnings (or losses) obtained from investment of the additional supplemental retirement benefit provided under this section 5(f) shall accrue to the Bank and shall not be credited to the Officer's Additional SERP Account, but may be utilized by the Bank to discharge its obligations under this section 5(f). Following May 27, 2011, the additional supplemental retirement benefit shall be deemed to be invested in one or more of such investment funds as may be specified by the Bank with the consent of the Officer (“Investment Funds”), in multiples of 10%, as directed by the Officer from time to timetime no more frequently than once each calendar quarter, and the Officer’s 's Additional SERP Account shall be credited at least quarterly with the earnings (or losses) on such investments. Upon the Officer’s 's termination of employment with the Bank by reason of his death, or upon his voluntary resignation without Good Reason, or upon his termination for “"Cause” " (as defined in section 8(b) of this Agreement), the amount then credited to the Officer’s 's Additional SERP Account (disregarding earnings and losses prior to May 27, 2011) shall be promptly paid by the Bank to the Officer (or in the case of his death, to his designated beneficiaries or, in the absence of any designation, to his estate) in a cash lump sum, and thereafter no additional amounts shall be credited to the Officer’s 's Additional SERP Account. Upon the Officer’s 's termination of employment with the Bank by reason of retirement (which shall mean termination of employment at a time when the Officer is eligible to receive an Early, Normal, or Postponed Retirement Benefit under the Bank’s 's Retirement Plan), Disability (as defined in section 9(a)), voluntary resignation within one year following an event that constitutes Good Reason (as defined in section 7(a)(i)), or discharge without “"Cause”", or in the event of the Officer’s 's termination of employment for any reason following a Change of Control, the Bank shall promptly pay to the Officer a cash lump sum equal to (i) $500,000, without regard to the amount then credited to his Additional SERP Account, or (ii) the amount then credited to his Additional SERP Account if such amount is greater than $500,000500,000 and termination of employment occurs after May 27, 2011. Upon such payment, no further amount shall be payable under this section 5(d5(f). Subject to Section 22(a), any amount payable under this Section 5(d) shall be paid promptly, but in any case within ninety days, following the Officer’s termination of employment.
(eg) Subject to the limitations imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the The Bank shall fund in a “"rabbi trust” " on an ongoing and current basis (i) the deferred compensation provided under section 5(b) hereof, (ii) the supplemental retirement benefit provided under section 5(d5(e) hereof, (iii) the additional supplemental retirement benefit provided under section 5(f) hereof, and (iiiv) the amount credited to the Officer’s 's account under the Bank’s 's Supplemental Savings Incentive Plan. The Trustee of such “"rabbi trust” " shall be an independent bank or trust company.
(fh) If any amounts deferred pursuant to this Agreement are found in a “"determination” " (within the meaning of Code Section 1313(a)) of the Internal Revenue Code of 1986, as amended) to have been includible in gross income by the Officer prior to payment of such amounts under this Agreement due to a failure to comply with the requirements of Code Section 409AAgreement, such amounts shall be immediately paid to the Officer, notwithstanding any other provision of this Agreement providing for deferral.
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