Change in Control Agreement between Meridian Bank and Joseph Cafarchio, effective July 23, 2018, filed as exhibit 10.1, to Form 8-K with the FDIC on July 23, 2018
CHANGE IN CONTROL AND NON-COMPETITION AGREEMENT
This Change in Control and Non-Competition Agreement (“Agreement”) is entered into effective as of
, 2018 (“Effective Date”), by and between Meridian Bank, headquartered at 9
Old Lincoln Highway, Malvern, PA (“Bank”) and , with an address of
W I T N E S S E T H:
WHEREAS, the Employee is currently employed as of the Bank and is an integral part of its management;
WHEREAS, the Bank considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel such as Employee;
WHEREAS, the Bank recognizes that the possibility of a change in control of the Bank will cause uncertainty and distract the Employee from his/her assigned duties to the detriment of the Bank and its stockholders;
WHEREAS, the Bank is concerned that without an agreement relating to Employee’s severance in the event of a change in control Employee may not be incented to stay and fulfill Employee’s assigned duties during the period prior to or after a change in control; and
WHEREAS, the Board of Directors of the Bank (“Board”) has determined that appropriate steps should be taken to reinforce and encourage the Employee’s continued attention and dedication to the Employee’s assigned duties in the event of a change in control of the Bank.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the Employee and the Bank, intending to be legally bound, hereby agree as follows:
The following terms shall have these meanings in this Agreement:
“Agreed Compensation” shall mean: the sum of (A) the Employee’s annual base salary immediately preceding Employee’s termination and (B) the average of Employee’s annual cash and stock bonuses received within the two (2) calendar years immediately preceding Employee’s termination.
“Cause” shall mean:
(Hence, “without Cause” shall mean that none of (i) through (viii) above occurred.) “Change in Control” shall mean:
|(iii)||during a ny period of o n e ( 1) y e a r d u r i n g th i s Agreement, individuals who at|
t h e beginn i ng of such period constitute the Board of Directors of the Bank cease for any reason to constitute at least a majority thereof;
provided, however, that that the reorganization of the Bank into a bank holding company structure shall not, by itself, constitute a Change in Control.
“Disability” shall have the same meaning as given to it under the long-term disability plan covering employees of the Bank (or if no such plan is in place, then as determined by a physician agreeable to both Bank and Employee or, if applicable, Employee’s legally authorized representative).
“Good Reason” shall mean, without the express written consent of the Employee, the occurrence of any of the following:
materially inconsistent with Employee’s position with the Bank, or a material negative change in the nature or status of Employee’s responsibilities or the conditions of Employee’s employment with the Bank from those in effect immediately prior to the Change in Control;
“Protection Period” shall mean the twenty-four (24) month period commencing on the date that the Change in Control occurs.
“Termination Event” shall mean the Employee’s termination of employment either:
|(iii)||by the Employee for Good Reason.|
continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Employee during the year prior to his termination of employment, or, if Bank cannot provide such benefits because Employee is no longer an employee, the Bank shall reimburse Employee in an amount equal to the monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination for one (1) year from the date of termination; and
However, if the Termination Event is Good Reason, Employee shall, within thirty (30) days of the occurrence of same, provide written notice to Bank of the existence of the condition and provide Bank thirty (30) days from its receipt of such notice to cure the condition. If the Bank does not cure the condition within thirty (30) days of its receipt of such notice, Employee may resign from employment with the Bank for Good Reason, hence triggering the entitlements in 2(a) and 2(b) above as per their terms.
|5.||Limitations on Payments.|
as the result of employment by another employer or by reason of Employee’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.
months from the end date of such employment (no matter what the reason, or “no reason,” for its ending), Employee shall not, except as otherwise permitted in writing by the Bank:
Competition Area”); or
to the public (other than as a result of unauthorized disclosure by Employee or any person with the assistance, consent or direction of Employee); or (d) any information that must be disclosed as required by law (with Employee, when legally permitted, providing Bank with reasonable prior notice of such intended required legal disclosure to enable the Bank to potentially challenge same). Employee acknowledges that legally protected consumer/customer information shall remain confidential information at all times as required by law.
Bank (such as any Supplemental Executive Retirement Deferred Compensation Plan), which plan(s) shall not be effected by this Agreement).
|16.||Successors; Binding Agreement.|
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
TEMPLATE --- TEMPLATE --- TEMPLATE
By: Authorized Officer
TEMPLATE --- TEMPLATE --- TEMPLATE
Please print employee name above