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EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of the 30th day of January, 2008 by and between Cole Taylor Bank (? Bank ?), Taylor Capital Group, Inc. (? TCGI ?) and Mark A. Hoppe (? Executive ?)

Employee Retention Agreement

EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of the 30th day of January, 2008 by and between Cole Taylor Bank (? Bank ?), Taylor Capital Group, Inc. (? TCGI ?) and Mark A. Hoppe (? Executive ?) | Document Parties: TAYLOR CAPITAL GROUP INC | Cole Taylor Bank | Taylor Capital Group, Inc You are currently viewing:
This Employee Retention Agreement involves

TAYLOR CAPITAL GROUP INC | Cole Taylor Bank | Taylor Capital Group, Inc

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Title: EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of the 30th day of January, 2008 by and between Cole Taylor Bank (? Bank ?), Taylor Capital Group, Inc. (? TCGI ?) and Mark A. Hoppe (? Executive ?)
Governing Law: Illinois     Date: 2/5/2008
Industry: Regional Banks     Law Firm: Arnstein Lehr     Sector: Financial

EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of the 30th day of January, 2008 by and between Cole Taylor Bank (? Bank ?), Taylor Capital Group, Inc. (? TCGI ?) and Mark A. Hoppe (? Executive ?), Parties: taylor capital group inc , cole taylor bank , taylor capital group  inc
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Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made and entered into as of the 30th day of January, 2008 by and between Cole Taylor Bank (“ Bank ”), Taylor Capital Group, Inc. (“ TCGI ”) and Mark A. Hoppe (“ Executive ”).

RECITALS:

A. The Bank desires to employ Executive as its President and Chief Executive Officer, and TCGI desires to employ Executive as it President, and Executive desires to be employed in such capacities by the Bank and TCGI, on the terms and conditions set forth in this Agreement; and

B. The parties desire to enter into this Agreement to set forth the terms and provisions of the Executive’s employment with the Bank and TCGI.

NOW, THEREFORE, in consideration of the premises, the mutual covenants, promises and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree:

1. EMPLOYMENT . The Bank hereby employs Executive, and Executive hereby accepts employment from the Bank upon and subject to the terms and conditions set forth herein. Executive will serve as President and Chief Executive Officer of the Bank, and as President of TCGI.

2. DUTIES . During his employment, Executive will employ his best efforts and will devote the whole of his normal business time, energy, skill and attention to carrying out the responsibilities assigned to him, in accordance with the Bank’s and TCGI’s policies then in effect and in a diligent, trustworthy, businesslike and efficient manner. Executive shall have the responsibility, authority, and such other duties that are customary for an officer of a similar corporation having similar titles and duties. In his capacity as President and Chief Executive Officer of the Bank, the Executive shall report directly to the Chairman of the Bank’s board of directors. In his capacity as President of TCGI, Executive shall report directly to the Chairman of TCGI’s board of directors. However, nothing in this Agreement shall preclude the Executive from devoting a reasonable amount of his time and efforts to personal investments, charitable, professional and trade association affairs and matters.

3. COMPENSATION . For services rendered by Executive on behalf of the Bank and TCGI, the Bank will pay to Executive the following compensation:

3.1 Base Salary . The Bank will pay to Executive a base salary of no less than Five Hundred Fifty Thousand Dollars ($550,000.00), subject to applicable deductions and withholdings to be paid in periodic payments in accordance with the Bank’s usual payroll practices (“Base Salary”). Executive’s base salary shall be subject to increase, but not decrease (other than permitted proportionate reductions applicable to all similarly situated senior executives of the Bank, unless such reduction occurs during the two year period commencing upon a Change of Control), at the discretion of the Compensation Committee of TCGI’s board of directors.

 

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3.2 Annual Incentive Compensation . Upon commencing employment, Executive will be eligible to participate in TCGI’s annual incentive compensation (“Success”) program. Eligibility and benefits shall be determined by the terms of the Success program as then in effect. Executive’s starting target shall be one hundred percent (100%) of Executive’s annual Base Salary, although Executive’s actual award shall be determined in accordance with the terms of the Success program. Notwithstanding the foregoing, Executive shall be entitled to receive a minimum of Three Hundred Thousand Dollars ($300,000.00) of incentive compensation under the Success program for the year 2008, provided that Executive continues to be employed by the Bank on the date payment is required for the year 2008 under the Success program. Payments made under the Success program are also referred to as the Executive’s “Bonus”. Any Bonus earned by Executive shall be paid to Executive in a lump sum not later than two and one-half (2  1 / 2 ) months after the end of TCGI’s taxable year in which such Bonus was earned.

3.3 Long-Term Incentive Plan. Executive will be eligible for participation in the Taylor Capital Group, Inc. Incentive Bonus Long Term Incentive Plan (“LTIP”) in accordance with its terms then in effect. Executive’s annual starting target will be approximately one hundred percent (100%) of Executive’s Base Salary, but benefits under this Plan will depend on agreed-upon business goals as well as other terms and conditions of this Plan being met. The benefits payable under the LTIP shall be paid in restricted stock, and such benefits shall vest at the rate of twenty-five percent (25%) per year.

3.4 Deferred Compensation Plan. Executive shall be eligible to participate in the Taylor Capital Group, Inc. Deferred Compensation Plan in accordance with the terms of the applicable plan documents then in effect.

3.5 401(k) Profit Sharing Plan. Executive shall be eligible to participate in the Taylor Capital Group, Inc. 401(k)/Profit Sharing plan in accordance with the terms of the applicable plan documents then in effect.

3.6 Payment of Executive’s Legal Fees. The Bank shall pay the legal fees incurred by Executive in connection with the negotiation and preparation of the Agreement and related documents in an amount not to exceed Twenty Thousand Dollars ($20,000.00) within thirty (30) days of the Bank’s receipt of statements evidencing such legal fees, and, in any event, no later than March 15, 2008.

3.7 Flexible Benefits Plan. Executive will be eligible for enrollment in the Taylor Capital Group, Inc. Flexible Spending Account Program in accordance with the terms of the applicable plan documents then in effect.

3.8 Benefits. Executive will be eligible to participate in the Bank’s health and welfare benefit plans (which currently include medical, dental, vision, disability, life insurance and flexible spending accounts) in accordance with the applicable plan documents then in effect.

 

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3.9 Additional Benefits . Executive’s perquisite package shall also include the payment of club dues in an amount not to exceed Thirty Thousand Dollars ($30,000.00) per year, the reimbursement of automobile expenses in an amount not to exceed One Thousand Five Hundred Dollars ($1,500.00) per month, and the provision of wealth management services in accordance with the Bank’s policies then in effect at a discount of twenty percent (20%) off the Bank’s standard charges, with the amount of the discount not to exceed Four Thousand Dollars ($4,000.00) per year.(“Benefits”). Notwithstanding anything to the contrary herein provided, the amount of Benefits provided during one calendar year shall not affect the amount of Benefits provided during a subsequent calendar year, the Benefits may not be exchanged or substituted for other forms of compensation to Executive, and any reimbursement or payment under the Benefit arrangements will be paid in accordance with applicable plan or policy terms and no later than the last day of Executive’s taxable year following the taxable year in which he incurred the expense giving rise to such reimbursement or payment.

3.10 Paid Time Off. Executive shall be eligible to accrue on a monthly basis up to twenty-four (24) days of paid time off each year in accordance with the Bank’s policies then in effect.

3.11 Other Benefits . During his employment, Executive shall be eligible to participate in such other insurance programs and other benefit plans not specifically set forth herein that the Bank and TCGI may now have in effect or may hereinafter adopt for similar executives to the extent allowable under the terms of such programs and plans then in effect; provided, however, that neither the Bank nor TCGI shall be required to establish or maintain any of the benefits or plans described in this Section 3, except to the extent required by the terms of the applicable plans, policies, programs, or other agreements.

4. TERM OF EMPLOYMENT AND TERMINATION .

4.1 Term of Employment . The term of Executive’s employment hereunder shall commence on the date hereof and continue for a period of four (4) years (the “Initial Term”). UPON THE EXPIRATION OF THE INITIAL TERM, THE TERM OF EMPLOYEE’S EMPLOYMENT SHALL BE AUTOMATICALLY RENEWED FOR ADDITIONAL TWELVE (12) MONTH PERIODS UNLESS EITHER PARTY GIVES NOTICE TO THE OTHER AT LEAST NINETY (90) DAYS PRIOR TO THE EXPIRATION OF THE INITIAL TERM OR SUCH TWELVE (12) MONTH PERIOD OF HIS OR ITS INTENT NOT TO CONTINUE THE TERM OF EMPLOYMENT. Each twelve (12) month period beginning on the date hereof is hereinafter referred to as an “Employment Year”.

4.2 Termination Due to Death or Disability . If the Executive dies while this Agreement remains in effect or if the Executive’s employment is terminated on account of Disability, as hereinafter defined, this Agreement shall terminate upon the date of the

 

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Executive’s death or Disability, provided, however, that the Bank shall pay (i) his Base Salary earned but not yet paid up to the date of his death or the date of determination of Disability, (ii) any Bonus earned but not yet paid for the year preceding such death or Disability, and (iii) an amount equal to the preceding year’s bonus multiplied by a fraction whose numerator is the number of days elapsed during the year prior to the Executive’s date of death or determination of Disability, and whose denominator is 365 (hereinafter referred to as “Pro-Rata Bonus”). In the event of the death of Executive, such payments shall be made in accordance with Section 22.11. Any of the Executive’s stock options or restricted stock provided under this Agreement and any other arrangement with the Bank or TCGI shall vest, terminate, expire, or be subject to exercise by the appropriate party, in accordance with the applicable plan documents or other agreement then in effect.

4.3 Severance Provisions . The following additional provisions govern the payment of severance benefits to Executive in all cases of termination of his employment except as a result of his death or Disability:

(a) Definitions .

(i) “Affiliate” means, with respect to any person, any individual, corporation, partnership, association, joint-stock company, trust, unincorporated association or other entity (other than such person) that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with that person.

(ii) “Cause” means: (a) Executive has committed an act of dishonesty that results, or is intended to result, in material gain or personal enrichment of Executive or has, or is intended to have, a material detrimental effect on the reputation or business of the Bank or TCGI; (b) Executive has committed an act or acts of fraud, moral turpitude or constituting a felony (other than relating to the operation of a motor vehicle); (c) any material breach by Executive of any provision of this Agreement that, if curable, has not been cured by Executive within thirty (30) days of written notice of such breach from the Bank or TCGI; (d) an intentional act or willful gross negligence on the part of Executive that has, or is intended to have, a material, detrimental effect on the reputation or business of the Bank or TCGI; (e) Executive’s refusal, after thirty (30) days written notice thereof, to perform specific reasonable directives from the board of directors of the Bank or TCGI that are reasonably consistent with the scope and nature of his duties and responsibilities, as set forth in this Agreement; or (f) Executive being barred or prohibited by any governmental authority or agency from holding the position of Chief Executive Officer of the Bank or TCGI. The decision to terminate Executive’s employment for Cause, to take other action or to take no action in response to any occurrence shall be in the sole and exclusive discretion of the board of directors of TCGI. No act or failure to act shall be considered “intentional” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that Executive’s

 

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action or omission was in the best interests of the Bank or TCGI; and provided further that no act or omission shall constitute Cause hereunder absent such a finding by the board of directors of TCGI.

(iii) “Change in Control” means:

(1) a change in the ownership of TCGI or the Bank (as defined in Treasury Regs. Section 1.409A-3(i)(5)(v)) (other than a transfer to a group comprised of members of the Taylor Family or an Employee Stock Ownership Plan established by TCGI); or

(2) a change in effective control of TCGI or the Bank (as defined in Treasury Regs. Section 1.409A-3(i)(5)(vi)), or

(3) a change in the ownership of a substantial portion of the assets of TCGI or the Bank (as defined in Treasury Regs. Section 1.409A-3(i)(5)(vii)).

However, a Change in Control shall not occur under Paragraphs (1), (2) or (3) if the Taylor Family continues to be the beneficial owner, directly or indirectly, of at least 30% of the combined voting power of the then outstanding securities of TCGI (or of the Bank for a Change in Control under Subparagraph (3) involving the Bank), and no other person or group is or becomes the beneficial owner, directly or indirectly, of securities of TCGI (or the Bank for a Change in Control under Subparagraph (3) involving the Bank) having combined voting power greater than that beneficially owned, directly or indirectly, by the Taylor Family.

For purposes of the definition of Change in Control, Employee Stock Ownership Plan means a retirement plan that is qualified under Section 401(a) and 409 of the Internal Revenue Code and is sponsored by TCGI (or a member of its controlled group, as determined under Section 414(b) of the Internal Revenue Code).

The term “Exchange Act” means the Securities Exchange Act of 1934. The terms “beneficial owner” and “beneficially owned” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

The term “outstanding securities” when used in the context of the “combined voting power of TCGI’s then outstanding securities” shall mean only the common stock of TCGI and securities convertible into such common stock.

(iv) “Change in Control Period” means the continuous period commencing on the Effective Date and ending on the second anniversary of the Effective Date.

 

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(v) “COBRA Continuation Coverage” means the medical, dental and vision care benefits that the Executive and his Qualifying Family Members elect and are eligible to receive upon the Executive’s termination of employment with TCGI pursuant to Section 4980B of the Internal Revenue Code, and Section 601 et. al. of the Employee Retirement Income Security Act of 1974, as amended. For this purpose, an Executive’s Qualifying Family Members are his spouse and his dependent children to the extent they are eligible for, and elect to receive, continuation coverage under such Section 4980B and Section 601 et. al. Notwithstanding any other provision of this Agreement, COBRA Continuation Coverage under this Agreement shall terminate for any individual when it terminates under the terms of the applicable benefit plan of TCGI in accordance with such Section 4980B and Section 601 et. al.

(vi) “Disability” for the purposes of this Agreement, shall be deemed to have occurred if TCGI determines that Executive has a physical or mental impairment, as confirmed by a licensed physician selected by TCGI, which renders Executive unable to engage in any substantial gainful activity, and is expected to result in death or is expected to last for a continuous period of not less than twelve (12) months. This definition of “Disability” is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended, (“Code”), and the regulations promulgated thereunder, and shall be interpreted and administered in accordance with said provisions. Termination due to disability shall be deemed to have occurred upon the first day of the month following the determination of Disability as defined in the preceding sentence.

(vii) “Effective Date” means the date on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if the Executive incurs a Qualifying Termination, then for all purposes of this Agreement the “Effective Date” shall mean the date of such Qualifying Termination.

(viii) “Good Reason” shall mean the occurrence of any of the following events unless, (A) such event occurs with the Executive’s express prior written consent, (B) the event is an isolated, insubstantial or inadvertent action or failure to act which is remedied by TCGI or the Bank promptly after receipt of notice thereof given by the Executive, (C) the event occurs in connection with the termination of the Executive’s employment for Cause, Disability or death or (D) the event occurs in connection with the Executive’s voluntary termination of employment other than due to the occurrence of one of the following events:

(1) a material adverse change in the nature or scope of the authorities, powers, functions, duties or responsibilities attached to Executive’s position (including, but not limited to, Executive not being re-elected or removed from his positions with the Bank or TCGI); or

 

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(2) a change in the Executive’s principal office to a location outside of Cook County, DuPage County or Lake County; or

(3) any material reduction in Executive’s base salary and bonus opportunity (other than permitted proportionate reductions applicable to all similarly situated senior executives of the Bank, unless such reduction occurs during the two year period commencing upon a Change of Control); or

(4) a material breach of the Agreement by the Company.

Anything herein to the contrary notwithstanding, the Executive shall be required to give written notice to the Board of Directors of TCGI that the Executive believes an event has occurred that constitutes a Good Reason event within ninety (90) days of the initial occurrence, which written notice shall specify the particular act or acts, on the basis of which the Executive intends to so terminate the Executive’s employment, and TCGI shall then be given the opportunity, within thirty (30) days of its receipt of such notice, to cure said event. Executive’s termination shall not be considered to be a termination for Good Reason unless such termination occurs on or before the second anniversary of the Effective Date of the Change in Control.

(ix) “Prior Year’s Bonus” means the Bonus paid by the Bank to the Executive in the year preceding the year in which the Effective Date occurs.

(x) “Qualifying Termination” means a termination of employment where the Executive’s employment with TCGI is terminated by TCGI without Cause or by the Executive for Good Reason and a Change in Control occurs within one hundred eighty (180) days of the termination of the Executive’s employment.

(xi) “Section 280G Compensation” means the sum of (i) Executive’s annual Base Salary at the greater of the rate in effect on the Effective Date of the Change in Control or the rate in effect immediately prior to the date when notice of termination of Executive’s employment was given and (ii) the average of (a) the Prior Year’s Bonus and (b) the greatest of (1) the Prior Year’s Bonus, (2) Executive’s actual Bonus for the year in which the Effective Date occurs, or (3) Executive’s Bonus at target for the year in which his termination of service occurs. Section 280G Compensation does not include any accrued balances in the 1997 Long Term Incentive Plan (or its successor).

 

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(xii) “Separation from Service” means Executive’s termination of employment with TCGI or the Bank which constitutes a “separation from service,” as such term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or applicable guidance or regulations thereunder.

(xiii) “Taylor Family” means (i) Iris Taylor and the Estate of Sidney J. Taylor, (ii) a descendant (or a spouse of a descendant) of Sidney J. Taylor and Iris Taylor, (iii) any estate, trust, guardianship or custodianship for the primary benefit of any individual described in (i) or (ii) above, or (iv) a proprietorship, partnership, limited liability company, or corporation controlled directly or indirectly by one or more individuals or entities described in (i), (ii), or (iii) above.

(b) Certain Terminations of Employment . If the Executive’s employment is terminated or not renewed except as a result of his death or Disability:

(i) (x) by the board of directors of TCGI (other than for Cause), (y) as a result of TCGI’s notice of its intent not to renew the term of this Agreement without Cause, or (z) as a result of the Executive’s voluntary resignation for Good Reason within one hundred twenty (120) days of the Good Reason event, the Executive shall be entitled to receive (A) all previously earned and accrued but unpaid Base Salary and Benefits up to the date of such termination, (B) any Bonus earned but unpaid for the calendar year preceding such termination, (C) a Pro-Rata Bonus for the year in which such Termination occurs payable on or before the later of March 15 of the year in which such termination occurs or the thirtieth (30th) day after such termination, (D) subject to Sections 4.3(k) and 4.3(l), an amount equal to one and one-half (1.5) times the sum of Base Salary plus the average of (1) the Bonus paid to Executive with respect to the year preceding the year in which his employment terminates, and (2) the greater of (I) the amount described in clause (1) and (II) Executive’s Bonus at target for the year in which his termination occurs to be paid in equal installments from the date of termination through the period ending on the eighteen (18) month anniversary of the termination of Executive’s employment in accordance with the Bank’s normal payroll practices; (E) for a period of not more than eighteen (18) consecutive months beginning with the date of the Executive’s termination of employment, the Bank shall provide, at no cost to the Executive and his Qualifying Family Members, COBRA Continuation Coverage; and (F) outplacement assistance benefits for a period of up to eighteen (18) months following the Executive’s termination of employment through a provider of the Bank’s choosing, provided, however that the amount of outplacement services provided during one calendar year shall not affect the amount of services provided during a subsequent calendar year and shall not exceed Forty Thousand Dollars ($40,000.00) during any one calendar year, the outplacement services may not be exchanged or substituted for other forms of compensation to Executive, and any reimbursement or payment for outplacement services will be made no later

 

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than the last day of Executive’s taxable year following the taxable year in which he incurred the expense giving rise to such reimbursement or payment. Any benefits described under Sections 3.3 and 3.4 shall be payable in accordance with the terms of the applicable plan or arrangement. In the event Executive breaches any of his post-closing obligations set forth in Sections 8, 9, 10, 11, 12 and 13, the Bank’s and TCGI’s obligation to make any further payments to Executive under this Agreement shall terminate, and the Executive acknowledges that the remedy offered to the Bank and TCGI under this Section 4.3(b)(i) is not exclusive and it shall not preclude TCGI or the Bank from seeking or receiving any other relief, including, without limitation, any form of monetary or equitable relief; and

(ii) as a result of (A) the Executive’s voluntary resignation other than in accordance with the provisions relating to a Good Reason termination, or (B) termination by the board of directors of TCGI for Cause, the Executive shall be entitled to all previously earned and accrued but unpaid Base Salary and Benefits up to the date of such termination, but shall not be entitled (I) to any Bonus or awards under Sections 3.3 or 3.4 for the year in which his employment terminates, nor any Bonus with respect to the prior year if Executive is not employed by the Bank on the payment date for such Bonus, or (II) to any further Base Salary, Bonus or award under Sections 3.3 or 3.4, or Benefits for the remainder of that year or any future year, or to any other severance compensation of any kind, nature or amount.

(c) Change of Control . Subject to the limitations of this Agreement and in addition to any payments the Executive is entitled to receive pursuant to Section 4.3(b), if during the Change in Control Period (x) the Bank shall terminate the Executive’s employment other than for Cause or Disability, (y) TGCI shall send notice not to renew the terms of this Agreement without cause or (z) the Executive shall terminate his employment with the Bank for Good Reason, (i) the Bank shall pay to the Executive an amount equal to one and one-half (1.5) times the Executive’s Section 280G Compensation (the “Change in Control Payment”), (ii) the Bank shall provide outplacement assistance benefits for a period of up to twenty-four (24) months following the Executive’s termination of employment through a provider of the Bank’s choosing, provided, however that the amount of outplacement services provided during one calendar year shall not affect the amount of services provided during a subsequent calendar year and shall not exceed Forty Thousand Dollars ($40,000.00) during any one calendar year, the outplacement services may not be exchanged or substituted for other forms of compensation to Executive, and any reimbursement or payment for outplacement services will


 
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