|
Exhibit
10.14
CHANGE-OF-CONTROL
SEVERANCE AGREEMENT
THIS CHANGE-OF-CONTROL
SEVERANCE AGREEMENT (the “Agreement”) made this 23
rd
day of October, 2003 (the
“Effective Date”) by and between Baltimore County
Savings Bank, F.S.B. (the “Bank”), and Daniel R.
Wernecke (the “Executive”).
WHEREAS, the Executive has
heretofore been employed by the Bank as an executive officer, and
desires to continue to be so employed; and the Bank desires the
continuation of such employment by the Executive; and
WHEREAS, the Bank deems it to
be in its best interest to provide the Executive with security in
the event of a Change of Control (as defined herein), and thereby
to facilitate his retention and insure an orderly transition
following a Change of Control: and
WHEREAS, the parties desire
by the Agreement to set forth their understanding as to their
respective rights and obligations in the event the
Executive’s employment terminates or is changed under the
circumstances set forth herein,
NOW, THEREFORE, it is AGREED
as follows:
1.
Definitions . For purposes of this Agreement, the following
terms have the meaning set forth below:
(a) “Change in Duties” shall
mean any one or more of the following:
(i) a
significant adverse change in the status, title, position(s),
responsibilities, or scope of the Executive’s authorities or
duties from those applicable to him immediately prior to the date
on which a Change of Control occurs;
(ii) assignment to the Executive of any
duties or responsibilities which are inconsistent with the
Executive’s status, title, or position(s) as in effect
immediately prior to the date on which a Change of Control
occurs;
(iii) a material reduction in the
Executive’s total compensation from that provided to him
immediately prior to the date on which a Change of Control
occurs:
(iv) a
diminution in the Executive’s eligibility to participate in
bonus, incentive award, and other compensation plans which provide
opportunities to receive compensation from the opportunities under
any such plans in which the Executive was participating immediately
prior to the date on which a Change of Control occurs;
-1-
(v) a
change in the location of the Executive’s principal place of
employment by the Bank or its subsidiaries and affiliates by more
than 30 miles from the location where he was principally employed
immediately prior to the date on which a Change of Control occurs;
or
(vi) a
reasonable determination by the Board of Directors of the Bank
that, as a result of a Change of Control and change in
circumstances thereafter significantly affecting the
Executive’s position, the Executive is unable to exercise the
authorities, powers, functions or duties attached to his position
immediately prior to the date on which a Change of Control
occurs.
(b) A
“Change of Control” shall be deemed to have occurred
if:
(i) the acquisition of ownership,
holding or power to vote more than 25% of the Bank’s or the
Company’s voting stock;
(ii) the acquisition of the ability to
control the election of a majority of the Bank’s or the
Company’s directors;
(iii) the acquisition of a controlling
influence over the management or policies of the Bank or the
Company by any person or by persons acting as a “group”
(within the meaning of Section 13(d) of the Securities
Exchange Act of 1934); or
(iv) during any period of two
consecutive years, individuals (the “Continuing
Directors”) who at the beginning of such period constitute
the Board of Directors of the Bank or the Company (the
“Existing Board”) cease for any reason to constitute at
least two-thirds thereof, provided that any individual whose
election or nomination for election as a member of the Existing
Board was approved by a vote of at least two-thirds of the
Continuing Directors then in office shall be considered a
Continuing Director.
Notwithstanding the
foregoing, in the case of (i), (ii) and (iii) hereof,
ownership or control of the Bank by the Company itself shall not
constitute a Change of Control. For purposes of this paragraph
only, the term “person” refers to an individual or a
corporation, partnership, trust, association, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization or any
other form of entity not specifically listed herein. The decision
of the Bank’s non-employee directors as to whether or not a
Change of Control has occurred shall be conclusive and
binding.
(c) “Company” shall mean
BCSB Bankcorp, Inc. or any holding company that becomes sole owner
of the Bank.
(d) “Covered Period” shall
mean a period equal to twelve (12) months before the
occurrence of a Change of Control and eighteen (18) months
after the occurrence of a Change of Control.
-2-
(e) “Involuntary
Termination” shall mean (i) any involuntary termination,
or (ii) a resignation by the Executive within thirty
(30) days following any Change in Duties; provided, however,
that an Involuntary Termination shall not include either a
Termination for Cause, or any termination as a result of death,
disability, or normal retirement on or after attainment of age
sixty-five (65) pursuant to a retirement plan in which the
Executive was participating prior to any Change of
Control.
(f) “Termination for Cause”
shall include termination because of the officer or
employee’s personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of
any law, rule, or regulation (other than traffic violations or
similar offenses) or final cease and desist order, or material
breach of any provision of this Agreement or any other Agreement
between Executive and the Bank.
(g) The term “Bank” refers
to the Bank and/or any succession in interest or any assignees or
transferees thereof.
2.
Term. This Agreement shall remain in effect for the period
commencing on the Effective Date and ending on the earlier of
(i) the date thirty-six (36) months after the Effective
Date, and (ii) the date on which the Executive voluntarily
terminates employment with the Bank. Additionally, on each annual
anniversary date from the Effective Date. the term of this
Agreement may be extended for an additional one (1) year
period beyond the then effective expiration date provided the Board
of Directors of the Bank determines in a duly adopted resolution
that the performance of the Executive has met the Board’s
requirements and standards, that it is in the Bank’s best
interests to extend this Agreement, and that this Agreement shall
be extended.
3.
Severance Payment on Change of Control . If there is a
Change of Control and if within the Covered Period as
defined herein (i) a Change in Duties as defined herein
occurs, or (ii) an Involuntary Termination as defined herein
occurs, or (iii) the Executive voluntarily terminates
employment for any reason within the 30-day period beginning on the
date of a Change of Control, then in that event the Executive
shall
(a) be
paid an amount equal to 2.99 times the annualized cash compensation
being paid to the Executive in the immediately preceding twelve
(12) month period (excluding board fees and bonuses),
and
(b) receive at the Executive’s
sole and exclusive election either (i) cash in an amount equal
to the cost to the Executive of obtaining all health, life,
disability and other benefits which the Executive would have been
eligible to participate in through the
| 
