Exhibit 10.3
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of April 1,
2002, by and between and among:
COMMERCE NATIONAL BANK ("CNB"), a National Association, with its
principal place of business at 000 X. Xxxxxx Xxxxxx Xxxx,
Xxxxxxxxxxx, Xxxx 00000;
CNBC BANCORP ("CNBC"), an Ohio corporation, with its principal
place of business at 000 X. Xxxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxx
00000; and
XXXX XXXXXXX ("Sbrochi"), residing at 0000 Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000.
WHEREAS, CNB and CNBC (collectively the "Bank" unless the context
indicates one entity or the other) are engaged in the financial services
business; and
WHEREAS, the Bank wishes to retain the services, knowledge, and
abilities of Sbrochi as the Chief Credit Officer of CNB, and the Bank also
desires to prevent any other competitive business from securing Sbrochi's
services and utilizing his experience, background and expertise; and
WHEREAS, Sbrochi has been employed by CNB beginning on January 2, 2001
("Original Hire Date"); and
WHEREAS, Sbrochi is willing to continue in the employ of the Bank and
agrees to be bound by the terms and conditions of this Agreement as hereinafter
set forth; and
WHEREAS, the Board of Directors of CNB and CNBC (the "Boards") have
determined that it is in the best interests of CNB, CNBC, and their shareholders
to continue to employ Sbrochi as Chief Credit Officer and that CNB and CNBC
should be bound by the terms and conditions of this Agreement, and Sbrochi
desires to serve in that capacity.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. CONTRACT PERIOD.
The Bank shall continue to employ Sbrochi, and Sbrochi shall
serve the Bank, on the terms and conditions set forth in this
Agreement, for the period commencing on the date of this Agreement and
ending on March 31, 2007 (the "Contract Period"). However, the Contract
Period may be extended beyond March 31, 2007, by mutual agreement of
Sbrochi and the Bank, in which event the Contract Period shall end on
such date as agreed.
2. POSITION AND DUTIES.
(a) During the Contract Period, Sbrochi shall be the Chief
Credit Officer of CNB with such duties and responsibilities as are
assigned to him by the Chief Executive Officer consistent with his
position. Sbrochi shall, from time to time, and with the consent of the
Chief Executive Officer, be entitled to delegate with appropriate
supervision the performance of some of his duties and responsibilities
to other management personnel of the Bank.
(b) During the Contract Period, and excluding any periods of
vacation and sick leave to which he is entitled, Sbrochi shall devote
his full attention and time during normal business hours to the
business and affairs of the Bank, shall perform his services wherever
the Boards may from time to time designate, and to the extent necessary
to discharge the responsibilities assigned to him under this Agreement
use his reasonable best efforts to carry out such responsibilities
faithfully and efficiently. It shall not be considered a violation of
the foregoing for
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Sbrochi to serve on corporate, civic or charitable boards or
committees, so long as such activities do not compete with and are not
provided to or for any entity that competes with or intends to compete
with the Bank and do not interfere with the performance of his
responsibilities as the Chief Credit Officer of CNB in accordance with
this Agreement.
3. COMPENSATION AND BENEFITS.
(a) BASE SALARY. During the Contract Period and for the
remainder of the current calendar year which expires on December 31,
2002, Sbrochi shall receive an annual base salary ("Annual Base
Salary") of One Hundred Fifteen Thousand and Five Hundred Dollars
($115,500), payable in equal installments at intervals not less
frequent than monthly. For the calendar year commencing January 1,
2003, and for each subsequent calendar year prior to the expiration of
the Contract Period, Sbrochi shall receive an increase in his then
Annual Base Salary in an amount which shall be determined by the Chief
Executive Officer, but in no event shall the percentage increase be
less than fifty percent (50%) of the percentage increase in the diluted
earnings per common share of CNBC (the "EPS") during the immediately
preceding year over the prior year. In no event shall the Annual Base
Salary then currently being paid be decreased. In calculating the
application of the fifty percent (50%) provision where there is an
increase in the EPS for a year following a year in which there has been
a decrease in the EPS, the minimum percentage increase in the Annual
Base Salary shall be fifty percent (50%) of the sum of the percentage
decrease in EPS of the earlier year and the percentage increase in EPS
for the later year. Exhibit A attached
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hereto contains example calculations that illustrate the provisions of
this Subparagraph (a).
(b) SUPPLEMENTAL RETIREMENT BENEFIT. Sbrochi currently has in
place a Deferred Compensation Agreement dated October 8, 2001 by and
between himself and the Bank, a copy of which is attached as Exhibit B.
(c) OTHER BENEFITS. During the Contract Period:
(i) Sbrochi and/or Sbrochi's family, as the case may
be, shall be eligible for participation in, and shall receive
all benefits under, all welfare benefit plans, practices,
policies and programs provided by the Bank (including, without
limitation, medical, prescription, dental, disability, salary
continuance, employee life insurance, group life insurance and
accidental death insurance plans and programs) to the same
extent as the other executive officers of the Bank. The
benefits currently being provided to Sbrochi are set forth on
Exhibit C attached hereto; and
(ii) Sbrochi shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies
and programs of the Bank to the same extent as the other
executive officers of the Bank.
A. If Sbrochi's employment is terminated
either by the Bank Without Cause or by Sbrochi For
Good Reason, as defined by Section 4, Paragraphs (c)
and (d), then Sbrochi shall be entitled to a
pro-rated amount (based on his partial year of
employment) for all variable compensation plans that
Sbrochi would have been eligible for and an active
participant in if he was employed on the last day of
that year. Timing of the pro-rated payout will be
governed by the particular variable compensation plan
documents.
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(d) EXPENSES. During the Contract Period,
Sbrochi shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by
him in carrying out his duties under this Agreement,
provided that he complies with the policies,
practices and procedures of the Bank for submission
of expense reports, receipts, or similar
documentation of such expenses.
(e) VACATION. Sbrochi shall be entitled to
four (4) weeks of paid vacation during each full
calendar year in the Contract Period.
(f) OPTIONS. Annually, Sbrochi shall be
granted options to purchase shares of the common
stock of CNBC in an amount equal to twenty percent
(20%) of his Annual Base Salary for the immediately
preceding year, subject however, to the anti-dilution
adjustments, as and to the extent set forth in the
CNBC Bancorp 1999 Stock Option Plan and as it may be
subsequently amended, restated or replaced and as set
forth in any future additional stock option plans
(collectively the "Plans"), and subject also to any
other limitations set forth in the Plans, including
the limitation on the maximum number of options to be
granted each year to any one individual.
(g) DISABILITY POLICY. The Bank will
annually reimburse Sbrochi for the premium paid by
him to maintain in force an individual disability
income policy. The reimbursement shall be (i) made
within ten (10) days following submission by Sbrochi
to the Bank of an expense report with appropriate
supporting documentation and (ii) treated as
compensation to Sbrochi and shall be subject to all
appropriate withholdings.
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4. TERMINATION OF EMPLOYMENT.
(a) DEATH OR DISABILITY. Sbrochi's employment shall terminate
automatically upon his death during the Contract Period. The Bank shall
be entitled to terminate Sbrochi's employment during the Contract
Period due to his Disability. "Disability" means that Sbrochi has been
unable, for a period of either (A) 90 consecutive calendar days or (B)
an aggregate of 120 calendar days in a period of 365 consecutive
calendar days, to substantially perform his material duties under this
Agreement, as a result of physical or mental illness or injury. A
termination of Sbrochi's employment by the Bank due to his Disability
shall be communicated to him by written notice, and shall be effective
on the 30th day after receipt of such notice by him (the "Disability
Effective Date"), unless he returns to work and is able to
substantially perform his duties in accordance with the provisions of
Section 2 before the Disability Effective Date.
(b) FOR CAUSE. The Bank may terminate Sbrochi's employment
during the Contract Period "For Cause." "For Cause" means:
(i) The continued failure of Sbrochi to substantially
perform the duties and responsibilities of his position; or
(ii) Illegal conduct or gross misconduct by Sbrochi
that results in material and demonstrable damage to the
business or reputation of the Bank.
(iii) With regards to Section 4(b)(i), the Bank shall
be required to provide Sbrochi with written notification
regarding those duties and responsibilities that it determines
he has failed to substantially perform. The Bank must cite
specific objectives, which it believes, would represent
substantial performance and which Sbrochi must meet. Further,
the Bank
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must provide Sbrochi with an appropriate and reasonable time
frame to accomplish that substantial performance. Only upon
Sbrochi's failure to meet those specific objectives within the
stated time frame will there be a right to terminate "For
Cause" under Section 4(b)(i).
Any act or failure to act by Sbrochi that is based
upon authority given him pursuant to a resolution duly adopted
by the Boards, or the advice of counsel for the Bank, shall be
conclusively presumed to be done, or omitted to be done, by
Sbrochi in good faith and in the best interests of the Bank,
and shall not give rise to a termination For Cause under this
Paragraph. Sbrochi's termination For Cause shall be effective
immediately unless the Bank states otherwise.
(c) WITHOUT CAUSE. The Bank may terminate Sbrochi's employment
during the Contract Period "Without Cause." "Without Cause" means:
(i) Termination of Sbrochi's employment during the
Contract Period by the Bank for any reason other than For
Cause, Death or Disability.
(d) FOR GOOD REASON. Sbrochi's employment may be terminated by
him during the Contract Period "For Good Reason." "For Good Reason"
means:
(i) The assignment to Sbrochi of any duties
inconsistent in any material respect with Paragraph (a) of
Section 2 of this Agreement, or any other action by the Bank
that results in a material diminution in his position,
authority, duties or responsibilities, other than an isolated
or an insubstantial and inadvertent action that is not taken
in bad faith and is remedied by the Bank within a reasonable
period of time after receipt of written notice thereof from
Sbrochi; or
(ii) Any material breach of this Agreement by the
Bank, other than an isolated or an insubstantial and
inadvertent breach that is not taken
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in bad faith and is remedied by the Bank within a reasonable
period of time after receipt of written notice thereof from
Sbrochi. A material breach shall include, but not be limited
to, a failure by the Bank to comply with any provision of
Section 3 or Paragraph (c) of Section 10 of this Agreement.
(iii) A termination of employment by Sbrochi For Good
Reason shall be communicated to the Bank by written notice
("Notice of Termination For Good Reason") of the termination,
setting forth in reasonable detail the specific conduct of the
Bank that constitutes For Good Reason and the specific
provision(s) of this Agreement on which Sbrochi relies. A
termination of employment by Sbrochi under Section 4(d) shall
be effective on the fifth (5th) business day following the
date when the Notice of Termination For Good Reason is given,
unless the notice sets forth a later date (which date shall in
no event be later than thirty (30) days after the notice is
given) which is agreed to by the Chief Executive Officer or
Board.
(e) WITHOUT GOOD REASON. Sbrochi's employment may be
terminated by him during the Contract Period "Without Good Reason."
"Without Good Reason" means:
(i) Termination by Sbrochi of his employment during
the Contract Period for any reason other than those cited
under For Good Reason.
(f) NO WAIVER. The failure to set forth any fact or
circumstance in a Notice of Termination For Cause or a Notice of
Termination For Good Reason shall not constitute a waiver of the right
to assert, and shall not preclude the party giving notice from
asserting, such fact or circumstance in an attempt to enforce any right
under or provision of this Agreement.
(g) DATE OF TERMINATION. The "Date of Termination" means the
date of Sbrochi's death, the Disability Effective Date, or the date on
which the termination
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of Sbrochi's employment by the Bank or by Sbrochi is effective, as the
case may be.
5. OBLIGATIONS OF THE BANK UPON TERMINATION.
(a) "WITHOUT CAUSE" OR "FOR GOOD REASON". If Sbrochi's
employment is terminated during the Contract Period either by the Bank
Without Cause as provided in Paragraph (c) of Section 4, or by Sbrochi
For Good Reason as provided in Paragraph (d) of Section 4, the Bank
shall pay the amounts described in Subparagraphs (i)(A), (i)(B), and
(i)(C) below to Sbrochi or in the case of his death after commencement
of payments, to his estate or beneficiary, and shall continue the
benefits described in Subparagraph (ii) below until the completion of
the payment of the amounts described in Subparagraph (i)(B) below:
(i) The amounts to be paid are as follows:
X. Xxxxxxx'x accrued but unpaid cash
compensation (the "Accrued Obligations"), which shall
equal any portion of his Annual Base Salary through
the Date of Termination that has not yet been paid;
(2) any compensation previously deferred by Sbrochi
(together with any accrued interest or earnings
thereon) that has not yet been paid; and (3) any
accrued but unpaid vacation pay; and
X. XXXXXXXXX: If Sbrochi has been employed
for less than three (3) years from his Original Hire
Date, then severance payments will be calculated on
an annual basis and paid on a monthly basis,
beginning one (1) month following the Date of
Termination, and continuing for a total of twelve
(12) consecutive months. The monthly amount shall be
determined by multiplying
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Sbrochi's Annual Base Salary for the calendar year in
which the Date of Termination occurs by a factor of
one (1.0), then dividing by a factor of twelve (12).
If Sbrochi has been employed for three (3) years or
more from his Original Hire Date, then severance
payments will be calculated on an annual basis and
paid on a monthly basis, beginning one (1) month
following the Date of Termination, and continuing for
a total of eighteen (18) consecutive months. The
monthly amount shall be determined by multiplying
Sbrochi's Annual Base Salary for the calendar year in
which the Date of Termination occurs by a factor of
one and one half (1.5), then dividing by a factor of
eighteen (18).
1. If after Sbrochi's Date of
Termination, Sbrochi obtains new employment
that would be considered in conflict with
the restrictive covenant defined by
Paragraph (a) of Section 9, then Sbrochi
must notify the Bank in writing within 15
days of beginning such new employment. In
such notice is received and verified, the
Bank will reduce the remaining months of the
Restriction Period to zero, and in return
Sbrochi will accept a modification to the
Severance payout, defined above in
Subparagraph (i)(B), to be reduced to 50% of
the remaining present value, that will be
payable within 30 days of receipt of notice
in a lump sum amount, unless payment amount
and frequency is modified by Subparagraph
(iii) below. All other Paragraphs of Section
9 will remain unchanged.
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C. Amounts accrued and vested under the
Deferred Compensation Agreement dated October 8,
2001, attached as Exhibit B.
(ii) The benefits to be continued are benefits to
Sbrochi and/or his family at least as favorable as those that
would have been provided to them under Paragraph (c)(i) of
Section 3 of this Agreement if Sbrochi's employment had
continued until the completion of the payments of the amounts
described in Subparagraph (i)(B) above; provided, however,
that during any period when Sbrochi is eligible to receive
such benefits under another employer-provided plan, the
benefits provided by the Bank under this subparagraph may
cease. The foregoing notwithstanding, if the Bank is unable to
continue to provide medical, life or disability benefits to
Sbrochi and/or his family on account of his or their ceasing
to be eligible for those benefits under the terms of the
applicable plan or policy, then the Bank will pay to Sbrochi
and/or his family on a monthly basis the cost of providing
medical, life and disability insurance of substantially equal
or better coverage.
(iii) If the payments provided under this Agreement
would constitute a "parachute payment" as defined in Section
280G of the Internal Revenue Code of 1986, as amended (the
"Code"), such payments shall be reduced to the largest amount
as will result in no portion of the benefit under Paragraph
5(a) being subject to the excise tax imposed by Section 4999
of the Code or being disallowed as deductions to the Bank
under Section 280G of the Code.
(b) "FOR CAUSE" OR "WITHOUT GOOD REASON". If Sbrochi's
employment is terminated during the Contract Period by the Bank For
Cause as provided in
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Paragraph (b) of Section 4, or by Sbrochi Without Good Reason as
provided in Paragraph (e) of Section 4, then he shall be entitled to be
paid the amounts described in Paragraph 5(a)(i)(A) and 5(a)(i)(C) only.
6. NON-EXCLUSIVITY OF RIGHTS.
Nothing in this Agreement shall prevent or limit Sbrochi's
continuing or future participation in any plan, program, policy or
practice provided by the Bank or any of its affiliated companies for
which he may qualify, nor shall anything in this Agreement limit or
otherwise affect such rights as Sbrochi may have under any contract or
agreement with the Bank. Vested benefits and other amounts that Sbrochi
is otherwise entitled to receive under any plan, policy, practice or
program of, or any contract or agreement with the Bank on or after the
Date of Termination shall be payable in accordance with such plan,
policy, practice, program, contract or agreement, as the case may be,
except as explicitly modified by this Agreement.
7. FULL SETTLEMENT.
The Bank's obligation to make the payments provided for in,
and otherwise to perform its obligations under, this Agreement shall
not be affected by any set-off, counterclaim, recoupment, defense or
other claim, right or action that the Bank may have against Sbrochi or
others. In no event shall Sbrochi be obligated to seek other employment
or take any other action by way of mitigation of the amounts payable to
Sbrochi under any of the provisions of this Agreement and such amounts
shall not be reduced, regardless of whether Sbrochi obtains other
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employment so long as such other employment does not conflict with the
obligations set forth in Section 9 below.
8. CONFIDENTIAL INFORMATION.
Sbrochi shall hold in a fiduciary capacity for the benefit of
the Bank all secret or confidential information, knowledge or data
relating to the Bank or any company affiliated therewith and their
respective businesses that he obtains during his employment by the Bank
and that is not public knowledge (other than as a result of Sbrochi's
violation of this Section 8) ("Confidential Information"). Sbrochi
shall not communicate, divulge or disseminate Confidential Information
at any time during or after his employment with the Bank, except with
the prior written consent of the Bank or as otherwise required by law
or legal process.
9. NONCOMPETITION; NONSOLICITATION.
(a) If Sbrochi has been employed less than three (3) years
from his Original Hire Date, then during the Contract Period and during
the twelve (12) month period following the termination of his
employment with the Bank (the "Restriction Period"), Sbrochi shall not
become associated with any entity, whether as a principal, partner,
employee, consultant or shareholder (other than as a holder of not in
excess of one percent (1%) of the outstanding voting shares of any
company) that is, or intends to be, engaged in any business which is in
competition with the business of the Bank or any of its subsidiaries in
any geographic area in which the Bank or any of its subsidiaries
operates an office which employs at least one (1) person (a
"Competitor"). The restrictive covenant set forth in this
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Paragraph (a) shall not apply, however, if the termination of Sbrochi's
employment is on account of the Bank exercising its right to terminate
his employment under Paragraph (a) of Section 4 in the event of his
Disability.
If Sbrochi has been employed for three (3) or more years from
his Original Hire Date, then the Restriction Period will be eighteen
(18) months following the Date of Termination.
If Sbrochi's Termination is either by the Bank Without Cause
or by Sbrochi With Good Reason, then the Restriction Period set forth
in this Paragraph (a) may be modified as defined by Paragraph
(a)(i)(B)(1) of Section 5.
(b) If Sbrochi has been employed less than three (3) years
from his Original Hire Date, then during the Contract Period and during
the eighteen (18) month period following the termination of his
employment with the Bank (the "Nonsolicitation Period"), Sbrochi shall
not, directly or indirectly, encourage or solicit, or assist any other
person or firm in encouraging or soliciting, any person that during the
two year period preceding such termination of his employment with the
Bank is or was engaged in a business relationship with the Bank or any
of its subsidiaries to terminate its relationship with the Bank or any
of its subsidiaries or to engage in a business relationship with a
Competitor. The restrictive covenant set forth in this Paragraph (b)
shall not apply, however, if the termination of Sbrochi's employment is
on account of the Bank exercising its right to terminate his employment
under Paragraph (a) of Section 4 in the event of his Disability.
If Sbrochi has been employed for three (3) or more years from
his Original Hire Date, then the Nonsolicitation Period will be for
twenty-four (24) months following the Date of Termination.
(c) During the Nonsolicitation Period, Sbrochi will not,
except with the prior written consent of the Bank, directly or
indirectly, induce any employee of the
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Bank or any of its subsidiaries to terminate employment with such
entity, and will not, directly or indirectly, either individually or as
owner, agent, employee, consultant or otherwise, employ, offer
employment or cause employment to be offered to any person who is or
was employed by the Bank or a subsidiary thereof unless such person
shall have ceased to be employed by such entity for a period of at
least six (6) months.
(d) Promptly following his termination of employment, Sbrochi
shall return to the Bank all property of the Bank, and all copies
thereof in his possession or under his control, including, without
limitation, all Confidential Information in whatever media such
Confidential Information is maintained.
(e) Sbrochi acknowledges and agrees that the Restriction
Period and the Nonsolicitation Period and the matters and territories
covered thereby are fair and reasonable and the result of negotiation,
and further acknowledges and agrees that the covenants and obligations
of him in Section 8 and this Section 9 with respect to noncompetition,
nonsolicitation, confidentiality and Bank property relate to special,
unique and extraordinary matters and that a violation of any of the
terms of such covenants and obligations will cause the Bank irreparable
injury for which adequate remedies are not available at law. Therefore,
Sbrochi agrees that the Bank shall be entitled to an injunction,
restraining order or such other equitable relief as a court of
competent jurisdiction may deem necessary or appropriate to restrain
him from committing any violation of such covenants and obligations.
These injunctive remedies are cumulative and are in addition to any
other rights and remedies the Bank may have at law or in equity.
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10. SUCCESSORS.
(a) This Agreement is personal to Sbrochi and shall not be
assignable by him otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be
enforceable by Sbrochi`s legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Bank and its successors and assigns.
(c) The Bank shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise (an
"Acquisition")) to all or substantially all of the business and/or
assets of the Bank expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Bank would
have been required to perform it if no such succession had taken place.
As used in this Agreement, "Bank" shall mean both the Bank as defined
above and any such successor that assumes and agrees to perform this
Agreement, by operation of law or otherwise.
11. MISCELLANEOUS.
(a) This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Ohio without reference to
principles of conflict of laws. The captions of this Agreement are not
part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified except by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.
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(b) All notices and other communications under this Agreement
shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
IF TO SBROCHI:
Xxxx Xxxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
IF TO THE BANK:
Commerce National Bank
000 Xxxx Xxxxxx Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Or to such other address as either party furnishes to the other in
writing in accordance with this paragraph. Notices and communications
shall be effective when actually received by the addressee.
(c) The invalidity or lack of enforceability of any provision
of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.
(d) Notwithstanding any other provision of this Agreement, the
Bank may withhold from amounts payable under this Agreement all
Federal, state, local and foreign taxes that are required to be
withheld by applicable laws or regulations.
(e) Sbrochi's or the Bank's failure to insist upon strict
compliance with any provision of, or to assert any right under, this
Agreement (including, without limitation, the right of Sbrochi to
terminate employment For Good Reason pursuant to Paragraph (d) of
Section 4 of this Agreement) shall not be deemed to be a waiver of such
provision or right or of any other provision of or right under this
Agreement.
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IN WITNESS WHEREOF, Sbrochi has hereunto set his hand and, pursuant to
the authorization of their Board of Directors, CNB and CNBC have caused this
Agreement to be executed in their name on their behalf, all as of the day and
year first above written.
COMMERCE NATIONAL BANK Xxxx Xxxxxxx, INDIVIDUAL
By: By:
---------------------------- -------------------------------
Xxxxxx X. XxXxxxxxx Xxxx Xxxxxxx
Chief Executive Officer and President
CNBC BANCORP
By:
-----------------------------------------
Xxxxxx X. XxXxxxxxx
Chairman
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EXHIBIT A - EXAMPLE OF BASE SALARY INCREASE
2002 2003 2004 2005 2006
Example Diluted Earnings per Share: $1.75 $2.15 $1.61 $2.25 $2.68
Percentage Increase/ (Decrease): 22.86% (25.12%) 39.75% 19.11%
Base Salary Increase: 11.43% 0.00% 7.32% 9.56%
Resulting Minimum Base Salary: $115,500 $128,702 $128,702 $138,123 $151,328
EXHIBIT C - BENEFITS
Commerce National Bank 401(k) Savings Plan and Trust
Medical and Prescription Plan Insurance
Medical Flexible Spending Account
Dental, Vision and Well-Care Reimbursement Plan
Group Life and Accidental Death and Dismemberment (AD&D) Insurance
Voluntary Life and Accidental Death and Dismemberment (AD&D) Insurance
Bank Short Term Disability Plan
Group Long Term Disability Insurance
Health Club Reimbursement
