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VALLEY NATIONAL BANCORP BENEFIT EQUALIZATION PLAN

Employee Benefits Plan Agreement

VALLEY NATIONAL BANCORP BENEFIT EQUALIZATION PLAN | Document Parties: Valley National Bank You are currently viewing:
This Employee Benefits Plan Agreement involves

Valley National Bank

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Title: VALLEY NATIONAL BANCORP BENEFIT EQUALIZATION PLAN
Governing Law: New Jersey     Date: 2/27/2009
Industry: Regional Banks     Sector: Financial

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EXHIBIT (10.J)

VALLEY NATIONAL BANCORP

BENEFIT EQUALIZATION PLAN

Amended and Restated Effective as of January 1, 2009


VALLEY NATIONAL BANCORP

BENEFIT EQUALIZATION PLAN

Valley National Bancorp hereby amends and restates the Valley National Bancorp Benefit Equalization Plan (the “Plan”) in its entirety effective January 1, 2009. The terms of this Plan are applicable only to Participants who are in the employ of the Company on or after January 1, 2009. This amendment and restatement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

The purpose of this Plan is to attract and retain certain key officers by permitting them to enter into agreements with the Company which will provide for the payment of a supplemental benefit on retirement, Disability, death or a Change in Control.

The Plan is intended to constitute an excess benefit plan under Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to that portion of the Plan which provides benefits in excess of Section 415 of the Code, and an unfunded pension plan maintained primarily for a select group of management or highly compensated employees with respect to all other benefits provided hereunder. The Plan makes-up the amount of the accrued benefits which cannot be provided under the Valley National Bank Pension Plan (the “Pension Plan”) as a result of the limitations under Section 401(a)(17) of the Code on the amount of compensation which can be taken into account under a qualified plan and the limitation under Section 415 of the Code on the amount of benefits which can be paid from a qualified plan. The Plan is not a qualified plan under the Code and benefits are paid directly by the Company out of its general assets.

 


ARTICLE I

Definitions

1.1 “ Average Annual Compensation ” shall mean the Participant’s highest average annual Compensation averaged over the five (5) highest consecutive calendar years with the Company preceding the calendar year in which the Participant attains his or her Normal Retirement Date or otherwise terminates his or her employment.

1.2 “ Average Social Security Limit ” shall mean one-twelfth of the average annual amount of wages covered under the Federal Insurance Contribution Act during the period of calendar years ending with the first year preceding such calculation date and starting with the later of the 35th year preceding such date or the year 1959.

1.3 “ BEP Benefit ” means the annual retirement benefit payable pursuant to the terms of this Plan.

1.4 “ Board of Directors ” means the Board of Directors of Valley National Bancorp.

1.5 “ Change in Control ” means any of the following events, provided that such event constitutes a “change in control” under Section 409A of the Code: (i) when Valley National Bancorp (“Valley”) or a Subsidiary acquires actual knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than an affiliate of Valley or a Subsidiary or an employee benefit plan established or maintained by Valley, a Subsidiary or any of their respective affiliates, is or becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act) directly or indirectly, of securities of Valley representing more than twenty-five percent (25%) of the combined voting power of Valley’s then outstanding securities (a “Control Person”), (ii) upon the first purchase of Valley’s common stock pursuant to a tender or exchange offer (other than a tender or exchange offer made by Valley, a Subsidiary or an employee benefit plan established or

 

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maintained by Valley, a Subsidiary or any of their respective affiliates), (iii) the consummation of (A) a transaction, other than a Non-Control Transaction, pursuant to which Valley is merged with or into, or is consolidated with, or becomes the subsidiary of another corporation, (B) a sale or disposition of all or substantially all of Valley’s assets or (C) a plan of liquidation or dissolution of Valley, (iv) if during any period of two (2) consecutive years, individuals (the “Continuing Directors”) who, at the beginning of such period constitute the Board, cease for any reason to constitute at least 60% thereof or, following a Non-Control Transaction, 60% of the board of directors of the Surviving Corporation; provided that any individual whose election or nomination for election as a member of the Board (or, following a Non-Control Transaction, the board of directors of the Surviving Corporation) was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director, or (v) upon a sale of (A) common stock of the Valley National Bank, a Subsidiary (the “Bank”), if after such sale any person (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act) other than Valley, an employee benefit plan established or maintained by Valley or a Subsidiary, or an affiliate of Valley or a Subsidiary, owns a majority of the Bank’s common stock or (B) all or substantially all of the Bank’s assets (other than in the ordinary course of business). No person shall be considered a Control Person for purposes of clause (i) above if (A) such person is or becomes the beneficial owner, directly or indirectly, of more than ten percent (10%) but less than twenty-five percent (25%) of the combined voting power of Valley’s then outstanding securities if the acquisition of all voting securities in excess of ten percent (10%) was approved in advance by a majority of the Continuing Directors then in office or (B) such person acquires in excess of ten percent (10%) of the combined voting power of Valley’s then outstanding voting securities in violation of law and by order of a court of competent jurisdiction, settlement or otherwise, disposes or is required to dispose

 

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of all securities acquired in violation of law. For purposes of this paragraph: (I) Valley will be deemed to have become a subsidiary of another corporation if any other corporation (which term shall include, in addition to a corporation, a limited liability company, partnership, trust, or other organization) owns, directly or indirectly, 50 percent or more of the total combined outstanding voting power of all classes of stock of Valley or any successor to Valley; (II) “Non-Control Transaction” means a transaction in which Valley is merged with or into, or is consolidated with, or becomes the subsidiary of another corporation pursuant to a definitive agreement providing that at least 60% of the directors of the Surviving Corporation immediately after the transaction are persons who were directors of Valley on the day before the first public announcement relating to the transaction; (III) the “Surviving Corporation” in a transaction in which Valley becomes the subsidiary of another corporation is the ultimate parent entity of Valley or Valley’s successor; (IV) the “Surviving Corporation” in any other transaction pursuant to which Valley is merged with or into another corporation is the surviving or resulting corporation in the merger or consolidation; and (V) the capitalized term “Subsidiary” means any corporation in an unbroken chain of corporations, beginning with Valley, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

1.6 “ Company ” means Valley National Bancorp, Valley National Bank, any successors thereto, and any of the Company’s subsidiaries which adopts the Plan with the consent of the Board of Directors.

1.7 “ Compensation ” shall mean a Participant’s annual rate of base earnings (excluding overtime and any other forms of additional compensation) paid to him or her for each

 

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calendar year effective as of each January 1. In addition, Compensation shall include all bonus payments paid to a Participant in a given calendar year.

1.8 “ Compensation Committee ” means the Human Resources and Compensation Committee of the Board of Directors.

1.9 “ Disability ” or “ Disabled ” shall mean, with respect to a Participant, that the Participant has become mentally or physically disabled such that he or she is, or is reasonably expected to be, unable to perform the usual and customary duties of his or her position for a period of long and continued duration. For this purpose, the determination of a Participant’s Disability shall be determined by the Compensation Committee, in its sole but reasonable discretion. The Compensation Committee shall consult with one physician of its choosing and one physician of the subject Participant’s choosing in helping it to determine the existence and extent of the Participant’s Disability.

1.10 “ Effective Date ” of this amendment and restatement shall mean January 1, 2009.

1.11 “ Eligible Employee ” means an officer employed by the Company who is a participant in the Pension Plan and whose Compensation exceeds the limit on compensation under Section 401(a)(17) of the Code.

1.12 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

1.13 “ Normal Retirement Date ” means the Normal Retirement Date as defined in the Pension Plan.

1.14 “ Participant ” means an Eligible Employee who becomes a Participant pursuant to Article II.

 

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1.15 “ Participation Agreement ” means the written agreement between the Company and the Participant setting forth certain provisions related to the Plan, incorporating the terms and conditions of the Plan and authorizing an Eligible Employee’s participation in the Plan.

1.16 “ Payment Election ” means the Participant’s election as to the time and form of payment of his or her BEP Benefit upon a Termination from Employment.

1.17

Pension Plan ” means the Valley National Bank Pension Plan.

1.18 “ Pension Plan Benefit ” means the annual retirement benefit payable to or on account of a Participant from the Pension Plan.

1.19 “ Plan ” means this Valley National Bancorp Benefit Equalization Plan, as set forth herein, as amended from time to time.

1.20

Plan Administrator ” means the Valley National Bancorp or any committee designated by the Board of Directors.

1.21 “ Plan Year ” means each twelve (12) consecutive month period commencing each January 1 and ending on the following December 31.

1.22 “ Separation from Service ” shall occur when the Participant dies, retires, or otherwise has a Termination from Employment (as defined under Section 409A of the Code) with the Company.

1.23 “ Years of Credited Service ” means years of Credited Service as defined in the Pension Plan. Notwithstanding the foregoing, a Participant who served as a chief executive officer of a bank that the Company acquired after 1990 and who became an executive vice president of the Company upon the acquisition of said bank, shall be credited with additional Years of Credited Service equal to 25% of the number of years such Participant served as the acquired bank’s chief executive officer, rounded up to the next whole year, not in excess of 2 years.

 

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1.24 “ Years of Continuous Service ” means years of Continuous Service as defined in the Pension Plan. Notwithstanding the foregoing, a Participant who served as a chief executive officer of a bank that the Company acquired after 1990 and who became an executive vice president of the Company upon the acquisition of said bank, shall be credited with additional Years of Continuous Service equal to 25% of the number of years such Participant served as the acquired bank’s chief executive officer, rounded up to the next whole year, not in excess of 2 years.

1.25 Any defined term which is not set forth in Article I of this Plan, shall be defined pursuant to the terms of the Pension Plan.

1.26 For purposes of this Plan, unless the context requires otherwise, the masculine includes the feminine, the singular the plural, and vice-versa. Any reference to a “Section” or “Article” shall mean the indicated section or article of this Plan unless otherwise specified.

ARTICLE II

Participation

Any Eligible Employee who was a Participant in this Plan on the day prior to the date the Board of Directors adopts this amendment and restatement shall remain a Participant herein. Each other Eligible Employee shall become a Participant on the first day of the month following appointment to the Plan by the Compensation Committee and execution of a Participation Agreement. The Compensation Committee shall, in its sole and absolute discretion, select which Eligible Employees shall be appointed as Participants. The decision of the Compensation Committee shall be conclusive and binding on all persons. A Participant shall remain a Participant hereunder until the later of his or her Separation from Service or the date he or she is no longer entitled to benefits under the Plan.

 

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ARTICLE III

BEP Benefit

3.1 Amount of BEP Benefit . Each Participant who qualifies for a normal, early, disability or deferred retirement benefit under the Pension Plan, or who has completed at least five Years of Continuous Service under the Pension Plan and is entitled to an immediately distributable benefit from the Pension Plan, shall be entitled to a BEP Benefit equal to (a) minus (b) as follows:

 

 

(a)

The sum of:

 

 

(i)

.75% of the Participant’s Average Annual Compensation not in excess of his or her Average Social Security Limit multiplied by his or her Years of Credited Service up to 40; plus

 

 

(ii)

1.25% of the Participant’s Average Annual Compensation in excess of his or her Average Social Security Limit multiplied by his or her Years of Credited Service up to 40, expressed as a straight life annuity with no ancillary benefits;

minus

 

 

(b)

the Participant’s Pension Plan Benefit expressed as a straight life annuity with no ancillary benefits.

The amount calculated pursuant to Section 3.1(a) shall be adjusted as set forth in the Pension Plan for any Participant who is entitled to an early or disability retirement benefit under the Pension Plan and for the form of benefit selected by the Participant under the Pension Plan and the Plan.

3.2 Benefits Upon Reemployment . If a Participant is rehired after commencing payment of his or her BEP Benefit, payments shall continue during such period of reem


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