EXHIBIT 10.29
TAYLOR CAPITAL GROUP,
INC.
AND
COLE TAYLOR
BANK
EXECUTIVE SEVERANCE
PLAN
(As Amended and Restated Effective
December 31, 2008)
McDermott Will & Emery
LLP
Chicago
TABLE OF CONTENTS
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SECTION 1
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1
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Introduction and Purpose
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1
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SECTION
2
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2
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Definitions
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2
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2.1
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Bank
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2
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2.2
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Base
Pay
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2
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2.3
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Board
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2
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2.4
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Cause
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2
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2.5
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COBRA
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2
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2.6
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Code
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2
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2.7
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Company
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2
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2.8
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Controlled
Group Member
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2
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2.9
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Effective
Date
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3
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2.10
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Eligible
Termination
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3
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2.11
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Employee
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3
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2.12
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Employer
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3
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2.13
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Employment
Termination Date
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3
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2.14
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ERISA
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3
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2.15
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Notification
Period
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3
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2.16
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Participant
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4
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2.17
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Plan
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4
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2.18
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Plan
Year
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4
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2.19
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Release
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4
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2.20
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Severance Pay
Benefits
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5
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2.21
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Temporary
Employee
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5
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2.22
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Years of
Service
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5
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SECTION
3
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6
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Eligibility for Participation
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6
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SECTION
4
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7
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Plan Benefits
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7
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4.1
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Eligibility for
Benefits
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7
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4.2
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Amount of
Severance Pay Benefit
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8
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4.3
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Certain
Repayments and Forfeitures
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8
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4.4
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Offset for
Amounts Due
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8
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4.5
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COBRA
Continuation Coverage Benefits
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8
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4.6
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Outplacement
Benefits
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9
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4.7
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Incentive
Compensation Plan
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9
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4.8
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Financial
Planning Assistance
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9
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-i-
TABLE OF CONTENTS
(continued)
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PAGE
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SECTION
5
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10
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Payment of Benefits
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10
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5.1
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Release
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10
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5.2
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Form of Payment
of Severance Pay Benefits
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10
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SECTION
6
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11
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Financing Plan Benefits
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11
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SECTION
7
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12
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Reemployment
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12
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SECTION
8
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13
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Miscellaneous
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13
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8.1
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Information to
be Furnished by Participants
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13
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8.2
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Employment
Rights
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13
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8.3
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Company’s
Decision Final
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13
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8.4
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Evidence
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13
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8.5
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Uniform
Rules
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13
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8.6
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Gender and
Number
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13
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8.7
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Action by
Company
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14
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8.8
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Controlling
Laws
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14
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8.9
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Interests Not
Transferable
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14
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8.10
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Mistake of
Fact
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14
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8.11
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Severability
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14
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8.12
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Withholding
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14
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8.13
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Effect on Other
Plans or Agreements
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14
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8.14
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Claims
Procedure
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15
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8.15
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Administration
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15
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8.16
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Plan
Supplements
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15
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SECTION
9
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16
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Amendment and Termination
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16
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9.1
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Amendment and
Termination
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16
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9.2
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Notice of
Amendment or Termination
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16
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-ii-
TAYLOR CAPITAL GROUP,
INC.
AND
COLE TAYLOR
BANK
EXECUTIVE SEVERANCE
PLAN
(As Amended and Restated Effective
as of December 31, 2008)
SECTION 1
Introduction and
Purpose
Taylor Capital Group, Inc. (the
“Company”) has established the Taylor Capital Group,
Inc. and Cole Taylor Executive Severance Plan (the
“Plan”) to enable the Company to provide severance
benefits to eligible Employees of the Company and of its
subsidiaries that adopt the Plan in accordance with subsection 2.12
below, whose employment with the Company and such subsidiaries is
involuntarily terminated under described circumstances. The Plan
asset forth herein is an amendment and complete restatement of the
Taylor Capital Group, Inc. and Cole Taylor Bank Severance Plan as
in effect immediately prior to the Effective Date, with respect to
the groups of eligible Employees described in Section 3 below.
Severance benefits for eligible Employees shall be determined
exclusively under the Plan.
It is the intent of the Company that
the Plan, as set forth herein, constitutes an “employee
welfare benefit plan” within the meaning of Section 3(1)
of ERISA and complies with the applicable requirements of ERISA.
Notwithstanding anything in this plan to the contrary, the Company
further intends that to the extent the Plan is subject to
Section 409A of the Code, each provision in this Plan shall be
interpreted to permit the deferral of compensation in accordance
with Section 409A of the Code and any provision that would
conflict with such requirements shall not be valid or
enforceable.
It is also the intent of the Company
that the Plan, as set forth herein, shall comply with
Section 111(b) of the Economic Emergency Stabilization Act of
2008 and the related regulatory guidance (“EESA”) as
long as said Section applies to the Company and this Plan. For that
purpose, if any participant in this Plan is or becomes a
“senior executive officer” as defined in said Section,
then to the extent that any payment to such Participant under this
Plan would constitute part of a “golden parachute
payment” that is prohibited under EESA, the benefit payable
to the Participant under this Plan shall be reduced to the extent
necessary (before any other benefit or payment under any other
employee benefit plan or individual agreement) to comply with EESA
and preclude any benefit payment prohibited thereunder.
Further, if the Compensation
Committee of the Board determines, in its sole and absolute
discretion, that a Participant who has received a Severance Pay
Benefit or is entitled to any other benefit under the Plan, either
committed any action during the Participant’s period of
employment with the Employers which would have constituted Cause,
or violates any condition or covenant in the Release (as defined
below) executed by the Participant in connection with the receipt
of benefits under the Plan, then the Company may take whatever
actions it deems necessary or desirable in order to rescind any
benefits not yet provided and/or to recover the amount paid from
the Plan to the Participant, with interest.
1
SECTION 2
Definitions
The term “Bank” means
Cole Taylor Bank, which is a subsidiary of the Company, a
Controlled Group Member, and an Employer under the Plan.
The term “Base Pay”
shall mean a Participant’s base rate of pay on the date of
the termination of such Participant’s employment. Overtime
pay, shift differential, commissions, bonuses, and other premium
pay, and all other allowances and reimbursements, shall not be
considered when determining a Participant’s benefits under
the Plan.
The term “Board” means
the Board of Directors of the Company
The term “Cause” means
an Employee’s (i) misconduct as defined in the Human
Resources Policy and Procedure Manual, or (ii) failure to
comply with established Company policies or the Company’s
Code of Conduct.
The term “COBRA” means
the federal consolidated Omnibus Budget Reconciliation Act of 1985,
as amended.
The term “Code” means
the federal Internal Revenue Code of 1986, as amended.
The term “Company” means
Taylor Capital Group, Inc.
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2.8
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Controlled
Group Member
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The term “Controlled Group
Member” means:
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(a)
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any corporation
which is a member of a controlled group of corporations (within the
meaning of Section 1563(a) of the Code, determined without
regard to Sections 1563(a)(y) and 1563(e)(3)(C) thereof) which
contains the Company; or
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(b)
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any trade or
business (whether or not incorporated) which is under common
control with the Company (within the meaning of Section 414(c)
of the Code).
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The term “Effective Date means
December 31, 2008, the effective date of this amendment and
complete restatement of the Plan.
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2.10
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Eligible
Termination
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The term “Eligible
Termination” has the meaning defined within the first
sentence of subsection 4.1 of the Plan as described in
Section 1.
The term “Employee”
means an individual treated by an Employer as its employee for
purposes of employment taxes and wage withholding for federal
income taxes, regardless of any subsequent reclarification by the
Employer or by any governmental agency or court.
The term “Employer”
means the Company and any other Controlled Group Member which has
adopted the Plan for the benefit of its eligible employees with the
Company’s consent, all in accordance with the procedures
described in subsection 8.7.
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2.13
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Employment
Termination Date
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The term “Employment
Termination Date” means the day following completion of a
Participant’s Notification Period (if any), on which the
Participant’s employment with the Employers is terminated as
an Eligible Termination.
The term “ERISA” means
the federal Employee Retirement Income Security Act of 1974, as
amended.
The term “Notification
Period” with respect to any Participant means the period
beginning on the day after the Participant is notified by the
Company or his Employer that his or her position has been
eliminated, or that his or her employment has been terminated in
connection with a reduction in force, facility closing, or an event
as designated by the Company as a
3
reorganization. There shall be no Notification
Period with respect to a Participant’s termination of
employment by an Employer due to unsatisfactory job performance (as
determined by the appropriate Human Resources manager), unless a
Notification Period is authorized with respect to that Participant
by a Senior Human Resources Officer.
The minimum Notification Period is
four weeks. During the Notification Period, the Company (acting
through a Senior Human Resources Officer) has the right to expand
the Notification Period (and thus delay the Participant’s
Employment Termination Date), with respect to any Participant, in
the Company’s discretion, in a manner not inconsistent with
applicable law. During the Notification Period, the Participant
remains employed with the Employers and continues to be paid his or
her current Base Pay (subject to normal withholding for taxes and
other deductions) as in effect immediately prior to the
Notification Period, but will not receive any merit increases or
Success bonuses.
During the Notification Period, the
Employer will notify the Participant if he or she is required to
report to work. If a Participant resigns during the Notification
Period, the Company may, in its discretion, consider the
resignation as a voluntary termination rather than an Eligible
Termination, and the Participant will not be eligible for benefits
under the Plan, unless provision of said benefits is approved in
writing by a Senior Human Resources Officer.
During the Notification Period, the
Participant must continue to behave in accordance with his or her
Employer’s Code of Conduct and comply with other Employer
policies.
The term “Participant”
means an Employee who has satisfied all of the requirements of
Section 3 of the Plan.
The term “Plan” means
this Taylor Capital Group, Inc. and Cole Taylor Bank Severance
Plan, as amended and restated effective as of December 31,
2008, as described in Section 1, and as it may thereafter be
further amended.
The term “Plan Year”
means the calendar year. The Plan is administered on the basis of
the Plan Year.
The term “Release,” with
respect to any Employee, means a form of release provided to the
Employee by, and satisfactory to, the Company or his or her
Employer in connection with the Employee’s involuntary
termination of employment and eligibility for benefits under the
Plan.
4
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2.20
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Severance
Pay Benefits
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The term “Severance Pay
Benefits” means the benefits payable to the Participant
pursuant to subsection 4.2 of the Plan.
The term “Temporary
Employee” means an Employee designated as such under the
Human Resources Policy and Procedures Manual.
The term “Years of
Service” means a Participant’s number of whole years of
employment with the Employers while a Participant, during the
period beginning on the first date on which becomes a Participant
in accordance with Section 3 of the Plan (as modified by
Section 7 in the case of reemployment) and ending on his
Employment Termination Date (excluding periods between those two
dates during which he did not satisfy the requirements of said
Sec