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ROEBLING FINANCIAL CORP, INC. DIRECTORS CHANGE IN CONTROL SEVERANCE PLAN

Change of Control Agreement

ROEBLING FINANCIAL CORP, INC.

 

DIRECTORS CHANGE IN CONTROL SEVERANCE PLAN | Document Parties: ROEBLING FINANCIAL CORP, INC. You are currently viewing:
This Change of Control Agreement involves

ROEBLING FINANCIAL CORP, INC.

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Title: ROEBLING FINANCIAL CORP, INC. DIRECTORS CHANGE IN CONTROL SEVERANCE PLAN
Governing Law: New Jersey     Date: 5/14/2008
Industry: Regional Banks     Sector: Financial

ROEBLING FINANCIAL CORP, INC.

 

DIRECTORS CHANGE IN CONTROL SEVERANCE PLAN, Parties: roebling financial corp  inc.
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ROEBLING FINANCIAL CORP, INC.

 

DIRECTORS CHANGE IN CONTROL SEVERANCE PLAN

 

 

WHEREAS , Roebling Financial Corp, Inc. (the “Company”) wishes to provide assurances to its non-employee members of the Board of Directors (“Board”) that their continued service and contribution is valued and to offer a degree of economic security to such individuals so long as such service is deemed beneficial to the Board as indicated by their continued election and re-election to such Board from time to time; and

 

WHEREAS , the Company believes it would be beneficial to the stockholders of the Company to retain members of the Board after a Change of Control of the Company or Roebling Bank (“Bank”); and

 

WHEREAS , it is deemed advisable and in the best interests of the Company and the Bank to encourage the retention of members of the Board following a change in control and to offer to its non-employee members of the Board a degree of financial security in the event that their service is terminated as a result of a Change in Control of the Company or the Bank.

 

NOW, THEREFORE, BE IT RESOLVED , that the Plan shall be implemented as of the Effective Date as follows:

 

ARTICLE I

DEFINITIONS

 

The following words and phrases as used herein shall, for the purpose of the Plan and any subsequent amendment thereof, have the following meanings unless a different meaning is plainly required by the content:

 

Board ” means the Board of Directors of the Company, as constituted from time to time, and successors thereto.

 

" Change in Control " means : (i) a change in ownership of the Bank or the Company under paragraph (a) below, or (ii) a change in effective control of the Bank or the Company under paragraph (b) below, or (iii) a change in the ownership of a substantial portion of the assets of the Bank under paragraph (c) below:

 

(a)       CHANGE IN THE OWNERSHIP OF THE BANK OR THE COMPANY. A change in the ownership of the Bank or the Company shall occur on the date that any one person, or more than one person acting as a group (as defined in paragraph (b)), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. However, if any one person or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation, the acquisition of

 

 

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additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation (within the meaning of paragraph (b) below). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This paragraph (a) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction.

 

(b)       CHANGE IN THE EFFECTIVE CONTROL OF THE BANK OR THE COMPANY. A change in the effective control of the Bank or the Company shall occur on the date that either (i) any one person, or more than one person acting as a group (as determined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 30 percent or more of the total voting power of the stock of such corporation; or (ii) a majority of members of the corporation's board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation's board of directors prior to the date of the appointment or election, provided that for purposes of this paragraph (b)(ii), the term corporation refers solely to a corporation for which no other corporation is a majority shareholder. In the absence of an event described in paragraph (i) or (ii), a change in the effective control of a corporation will not have occurred. If any one person, or more than one person acting as a group, is considered to effectively control a corporation (within the meaning of this paragraph (b)), the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation (or to cause a change in the ownership of the corporation within the meaning of paragraph (a)). Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering.

 

(c)       CHANGE IN THE OWNERSHIP OF A SUBSTANTIAL PORTION OF THE BANK'S OR THE COMPANY’S ASSETS. A change in the ownership of a substantial portion of the Bank's or the Company’s assets shall occur on the date that any one person, or more than one person acting as a group (as determined below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. There is no Change in Control event under this paragraph (c) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer.

 

(d)       Each of the sub-paragraphs (a) through (c) above shall be construed and interpreted consistent with the requirements of Section 409A of the Code and any Treasury regulations or other guidance issued thereunder.

 

Code ” means the Internal Revenue Code of 1986, as amended.

 

 

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Committee ” means the Board or the administrative committee as appointed by the Board pursuant to Section 6.11 herein.

 

Company ” means Roebling Financial Corp, Inc., or any successors thereto.

 

Director ” means a member of the Board of Directors of the Company as of the Effective Date.

 

Effective Date ” means May 7, 2008.

 

Participant ” means a Director (other than a Director that is otherwise a full-time employee of the Bank or the Company as of the Effective Date) serving as a member of the Board on or after the Effective Date. A Director's participation in the Plan shall continue as long as he or she continues to serve as a Director, subject to the right of termination, amendment, and modification of the Plan set forth herein.

 

Plan ” means the Roebling Financial Corp, Inc. Directors Change in Control Severance Plan as set forth herein, and as may be amended from time to time by the Board.

 

Service ” means all years of service as a Director of the Bank or the Company and all predecessor (or successor) entities of the Bank. Years of service as a Director need not be continuous. Simultaneous service with the Company and the Bank will not be counted twice.

 

Severance Benefit Amount ” means the benefit payable under the Plan in accordance Section 2.2 herein.

 

Severance Benefit Amount Multiplier ” means the number set forth under the Plan in accordance Section 2.2(a) herein utilized in calculation of the Severance Benefit Amount.

 

Termination Event ” means the Termination of Service as a Director following the date of a Change in Control of the Bank or Company or within twenty-four (24) months thereafter.

 

ARTICLE II

BENEFITS

 

2.1        Severance Benefits. Upon the occurrence of a Termination Event, the Company shall pay to the Participant the Severance Benefit Amount, as described and in the amount set forth at Article II, Section 2.2. Payment of such Severance Benefit Amount shall be made in a lump-sum immediately upon the Termination Event. Notwithstanding anything herein to the contrary, the Company shall have no financial obligations to any Participant under the Plan in the event of a Participant's Termination of Service as a Director of the Company occurring prior to a Change in Control.

 

 

 

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2.2        Severance Benefit Amount. The Severance Benefit Amount shall be calculated and payable as follows:

 

a.         A Severance Benefit Amount shall be calculated based upon Board service of the Participant prior to the Termination Event as follows:

 

 

 

 

Years of Service

 

Severance Benefit Amount Multiplier

 

 

 

 

 

 

 

 

 

less than 10 years

 

1.0x

 

 

 

more than 10 but less than 15 years

 

1.5x

 

 

 

More than 15 but less than 20 years

 

2.0x

 

 

 

More than 20 years

 

3.0x

 

 

 

 

 

 

 

 

 

b.

The Severance Benefit Amount shall be calculated as the aggregate annual Board compensation paid or payable to the Participant by the Company and/or the Bank (including any amounts deferred in accordance with a fee deferral arrangement) based upon service as a director during the most recently completed calendar year ending as of or immediately prior to the date of the Change in Control multiplied by the Severance Benefit Amount Multiplier set forth at Section 2.2(a).

 

c.         Benefits payable in accordance with the Plan are exclusive of any other benefits that may be payable to a Participant under any other plan of the Bank or the Company.

 

2.3        No 280G Payments. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Participant by the Bank or the Company shall be deemed an “excess parachute payment” in accordance with Code 280G and regulations promulgated thereunder and subject the Participant to the excise tax provided at Section 4999(a) of the Code.

 

ARTICLE III

TRUST/NON-FUNDED STATUS OF P


 
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