M&T Bank Corporation Employee Severance Pay Plan, restated June 1, 2021 (with amended Appendix A effective March 28, 2022)
EXHIBIT 10.17
M&T BANK CORPORATION
EMPLOYEE SEVERANCE PAY PLAN AND SUMMARY PLAN DESCRIPTION
(Restated June 1, 2021)
ARTICLE 1.
ESTABLISHMENT OF THE PLAN
Section 1.1. Establishment of the Plan. M&T Bank Corporation hereby restates the M&T Bank Corporation Employee Severance Pay Plan (the “Plan”). The Plan is designed to provide severance pay and other benefits to eligible employees of M&T Bank Corporation and its direct and indirect subsidiaries (collectively, the “Company”) who are involuntarily terminated because of a reduction in force, outsourcing, or elimination of positions in an effort to aid the employees during their transition to other employment opportunities. The Plan is a welfare benefit plan governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and is intended to meet the definition of a “severance pay plan” under Department of Labor Regulations Section 2510.3-2(b).
Section 1.2. Effective Date and Plan Year. The effective date of this Plan restatement is June 1, 2021. The Plan Year will be the 12-month period beginning each January 1 and ending on the following December 31.
ARTICLE 2.
PARTICIPANT
Section 2.1. Eligibility. Each full-time and part-time employee of the Company, whether compensated on a salaried or hourly basis, excluding any employee classified by the Company as fixed-term and excluding any employee who has agreed in writing to a different severance pay arrangement, is a “Participant” in the Plan.
Any person who is treated by the Company as an independent contractor, contingent worker, or a temporary worker, but who is later determined to be an employee, will not be eligible to participate in the Plan. The purpose of this provision is to exclude from participation in the Plan all persons who may actually be common law employees of the Company, but who are not paid as if they were employees, regardless of the reason they are excluded from the payroll, and regardless of whether that exclusion is correct. Moreover, any person who has signed an agreement with the Company stating that he or she is not eligible to participate in the Plan is not eligible to participate in the Plan during the term of that agreement, whether the person is a common law employee or not.
Section 2.2 Employees on Leave. An employee must be actively at work or must become eligible for active duty (i.e., released to return to work prior to or at the time employment is otherwise terminated in accordance with Company policy) to receive a Benefit (defined below), except as otherwise required by law.
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ARTICLE 3.
BENEFIT AND PAYMENT OF BENEFIT
Section 3.1 Benefit.
Section 3.2 Qualifying Event. Subject to Section 3.6, a Qualifying Event is any permanent, involuntary termination of a Participant’s active employment with the Company as a result of a job elimination due to a reduction in force, outsourcing or elimination of position, as determined by the Plan Administrator in his or her sole and absolute discretion, and for the
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avoidance of doubt, will include any such job elimination occurring in connection with, or as a result of, a “Change in Control” as defined in the M&T Bank Corporation 2019 Equity Incentive Compensation Plan (or successor thereto). The date on which a Participant’s employment officially terminates is called the “Termination Date.”
Section 3.3. Benefit Amount.
$200,000, or current base salary, whichever is greater, will be used to derive the amount of Weekly Pay.
The term, a “Year of Service,” used in Appendix A, means each full year of employment as an employee, beginning with the Participant’s most recent date of hire, during which a Participant was employed for a period of at least six months or more by the Company, or any of its predecessors, including any periods during which an employee was on vacation, sick leave, or other authorized leave.
Section 3.4. Form of Benefit Payment.
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Section 3.5. Additional Benefits.
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Section 3.6. Forfeitures of Benefit. A termination of employment is not a Qualifying Event and the Participant will not be entitled to a Benefit, or any other additional benefits under Section 3.5 of the Plan, if the termination is for any of the reasons listed in this Section 3.6. In addition, a Participant will forfeit his or her right to receive or continue to receive a Benefit and any additional benefits provided under Section 3.5 of the Plan if any of the following events occurs prior to or subsequent to the Termination Date, in either case as determined in the sole and absolute discretion of the Plan Administrator:
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Section 3.7. Beneficiary. In the event that a Participant dies during the period in which he or she is receiving a Benefit, the remaining Benefit will be paid in a lump sum to the designated beneficiary of record for the Participant under the Company’s life insurance program. If no such beneficiary is designated, the remaining Benefit will be paid as provided under the default provisions of that program.
Section 3.8. Reemployment. If a Participant is reemployed by the Company while a Benefit is still payable under the Plan, all remaining Benefit payments will cease upon first day of rehire or two weeks from offer, whichever comes first.
ARTICLE 4.
ADMINISTRATION OF PLAN
Section 4.1. Appointment of Plan Administrator and Responsibility for Administration of Plan. The Company has appointed the Executive Vice President, Chief Human Resources Officer of M&T Bank as the “Plan Administrator.” The Plan Administrator will administer the Plan in accordance with its terms and has full and discretionary authority to interpret the terms of the Plan in its entirety and any of its provisions. The Plan Administrator may delegate to other persons its responsibilities to control and manage the operation of the Plan, and to the extent of such delegation, Plan Administrator as used in this Plan may also refer to any such delegated persons acting in a delegated capacity.
Section 4.2. Agents. The Plan Administrator may employ such agents, including counsel, as it deems advisable for the administration of the Plan.
Section 4.3. Indemnification. The Company shall indemnify, in the manner and to the extent provided for in the Company’s By-Laws, the Plan Administrator as well as any employee of the Company to whom responsibilities have been delegated under Section 4.1, against any liability incurred in the course of administration of the Plan, except liability arising from their own gross negligence or willful misconduct.
Section 4.4. Records. The Plan Administrator will make a copy of this Plan available for examination by any Participant during the business hours of the Company.
Section 4.5. Liability. Except for its own negligence, willful misconduct or breach of fiduciary duty, the Plan Administrator (nor any agents appointed by the Plan Administrator) will not be liable to anyone for any act or omission in the course of the administration of the Plan.
Section 4.6. Withholding. The Company has the right to deduct or withhold from the Benefit paid under the Plan (or from other amounts payable to a Participant, if necessary) all employment, income or other taxes that are required to be deducted or withheld under any provision of law, as well as all taxes related to any additional benefits that a Participant may continue to receive under Section 3.5 of this Plan in accordance with the Participant’s previous elections with respect to such benefit.
Section 4.7. Claims Procedure. The Plan Administrator has full and discretionary
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authority to interpret the Plan in its entirety and any of its provisions. Any question as to the eligibility of any employee to become a Participant or receive a Benefit, or as to the computation of a Participant’s Benefit or other benefit under the Plan, will be determined by the Plan Administrator in accordance with the terms of the Plan and the following procedures:
The written notice of decision will state the specific reason for denial of the claim and make a specific reference to the Plan provisions on which the denial is based. It will describe any additional material the Claimant may need to submit to the Plan Administrator to have the claim approved, and will give the reasons why the material is necessary. In addition, the notice will explain the claim review procedure, the time limits applicable to such claim review procedure, and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.
The Plan Administrator will notify a Claimant of the Plan’s benefit determination on review within a reasonable period of time, but not later than 60 days after receipt of the Claimant’s request for review by the Plan, unless the Plan Administrator determines that special circumstances require an extension of time for processing the review. If the Plan Administrator determines that an extension of time for processing is required, written notice of the extension will be furnished to the Claimant prior to the termination of the initial 60-day period. In no event will an extension exceed a period of 60 days from the end of the initial 60-day period. The extension notice will describe the
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special circumstances that require an extension of the time and the date by which the Plan expects to render the determination on review.
In the case of an adverse benefit determination on review, the written notice of determination will include the specific reason or reasons for the adverse determination, a reference to the specific Plan provisions on which the benefit determination is based, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents records and other information relevant to the Claimant’s claim for benefits, and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.
For purposes of this subsection, a document, record or other information will be considered “relevant” to a Claimant’s claim if the document, record or other information (i) was relied upon in making the benefit determination, (ii) was submitted, considered or generated in the course of making the benefit determination, without regard to whether that document, record or other information was relied upon in making the benefit determination, and (iii) demonstrates compliance with the administrative processes and safeguards required in making the benefit determination. The Plan Administrator’s decision is final and conclusive.
Section 4.8. Contributions and Financing. All benefits required to be paid by the Company under the Plan will be paid as due directly by the Company from its general assets.
ARTICLE 5.
MISCELLANEOUS PROVISIONS
Section 5.1. Terms are Legally Enforceable. The Company intends that the terms of this Plan, including those relating to coverage and benefits, are legally enforceable.
Section 5.2. Plan Exclusively Benefits Employees. The Company intends that the Plan is maintained for the exclusive benefit of employees (including former employees) of the Company.
Section 5.3. Illegality of Particular Provision. The illegality of any particular provision of the Plan will not affect the other provisions, and the Plan will be construed in all other respects as if such invalid provision were omitted.
Section 5.4 Applicable Laws. To the extent not pre-empted by ERISA, the Plan will be governed by the laws of the State of New York without regard to conflicts of law principles.
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Section 5.5. Non-Guaranty of Employment. Nothing in this Plan may be construed as granting any Participant a right to employment with the Company.
Section 5.6. ERISA Rights Statement. As a Participant in the Plan, you are entitled to certain rights and protections under ERISA, as follows:
(a) Receiving Information About your Plan and Benefits. ERISA provides that all Plan Participants are entitled to: examine, without charge, at the Plan Administrator’s office and at other specified locations, all documents governing the Plan, including insurance contracts, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration; obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts, and copies of the latest annual report (Form 5500 Series) and updated summary plan description (the Plan Administrator may make a reasonable charge for the copies); and receive a summary of the Plan’s annual financial report (the Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report).
(b) Prudent Actions by Plan Fiduciaries. In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan Participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.
(c) Enforcing Your Rights. If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or Federal court once you have exhausted the Plan’s claims procedure. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.
(d) Assistance With Your Questions. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution
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Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.
Section 5.7. 409A Compliance. Notwithstanding anything in this Plan to the contrary:
(a) It is intended that all amounts payable under this Plan are either exempt from or comply with Code Section 409A so as not to subject any Participant to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Plan will be construed and interpreted to avoid the imposition of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the greatest extent reasonably possible) the intended benefit payable to the Participants. However, the Company will not be liable to any Participant or beneficiary with respect to any adverse tax consequences arising under Section 409A or other provision of the Code. All terms of this Plan that are undefined or ambiguous must be interpreted in a manner that is consistent with Code Section 409A, if necessary to comply with Code Section 409A.
(b) All reimbursements under this Plan will be made as soon as practicable following submission of a reimbursement request, but no later than December 31 of the year following the year during which the underlying expense was incurred or paid. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during one taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The right to reimbursement or in- kind benefits is not subject to liquidation or exchange for another benefit.
Section 5.8. Summary Plan Description Additional Disclosure.
Plan Name: | M&T Bank Corporation Employee Severance Pay Plan |
Plan Sponsor | M&T Bank Corporation One M&T Plaza Buffalo, New York 14203 ###-###-#### |
Plan Administrator: | Executive Vice President, Chief Human Resources Officer of M&T Bank |
Type of Plan: | Welfare plan providing severance benefits |
Funding: | Benefits are paid from the general assets of the Company |
Employer Identification No: | 16-0968385 |
Plan No.: | 512 |
Plan Year Ends: | December 31 |
Agent for Service of Legal Process: |
M&T Bank Corporation One M&T Plaza Buffalo, New York 14203 ###-###-#### |
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ARTICLE 6.
AMENDMENT AND TERMINATION
Section 6.1 Amendment of the Plan. The Company intends to maintain this Plan indefinitely, but reserves the right to amend, modify or terminate the Plan at any time, prospectively or retroactively, for any reason, without notice by action of the Board of Directors of M&T Bank Corporation or as otherwise provided herein. However, no amendment, modification, or termination will reduce or otherwise adversely affect the Benefit of any Participant who is in pay status at the time the amendment, modification or termination is effective. The Plan Administrator, on behalf of the Company, may make modifications or amendments to the Plan that are necessary or appropriate to (i) maintain the Plan as a plan meeting the requirements of the applicable provisions of ERISA or other legal or tax qualification requirements, or (ii) improve or simplify Plan administration; provided, however, that no such modification or amendment shall significantly increase or decrease Benefits payable under the Plan, or significantly alter the Plan’s design.
IN WITNESS WHEREOF, M&T Bank Corporation adopts this restated Plan effective June 1, 2021.
M&T BANK CORPORATION
By: __/s/ Tracy Woodrow_____________
Tracy Woodrow
Executive Vice President
Chief Human Resources Officer
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M&T BANK CORPORATION EMPLOYEE SEVERANCE PAY PLAN – APPENDIX A
LEVEL | JOB ELIMINATION BENEFIT (Number of Weeks of Severance Benefit) | |
OFFICERS | Senior Executive Vice President | Per Agreement - Minimum 52 weeks to a maximum of 104 weeks of Weekly Pay
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Executive Vice President | 52 weeks of Weekly Pay | |
Senior Vice President | 26 weeks of Weekly Pay plus one week for every Year of Service to a maximum of 52 weeks | |
Vice President | Twelve weeks of Weekly Pay plus one week for every Year of Service to a maximum of 37 weeks | |
Assistant Vice President | Eight weeks of Weekly Pay plus one week for every Year of Service to a maximum of 33 weeks |
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| Executive Associate (Less Than 5 Years of Service) | Thirteen weeks of Weekly Pay or applicable position elimination benefit, whichever is greater |
ASSOCIATES | Grade 56 | Four weeks of Weekly Pay plus one week for every Year of Service to a maximum of 29 weeks |
Grade 55 and Below | Two weeks of Weekly Pay plus one week for every Year of Service for an employee with less than 10 Years of Service
Three weeks of Weekly Pay plus one week for every Year of Service for an employee with 10 to 19 Years of Service
Four weeks of Weekly Pay plus one week for every Year of Service for an employee with 20 or more Years of Service, to a maximum of 26 weeks |
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