Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Fulton Financial Corporation (“Fulton”) approved on December 20, 2022 the appointment of Curtis J. Myers as Chairman of the Board of Directors (the “Board”) and Chief Executive Officer (“CEO”) of Fulton, effective January 1, 2023. Mr. Myers’ appointment follows Fulton’s previously-announced plan to appoint him as the successor for E. Philip Wenger, current Chairman of the Board and CEO of Fulton, upon Mr. Wenger’s retirement. Mr. Wenger will continue to serve as a director of Fulton following his retirement.
Fulton entered into an Executive Employment Agreement with Mr. Myers, effective January 1, 2023 (the “Employment Agreement”). The Employment Agreement, which replaces Mr. Myers’ current employment agreement with Fulton, provides for an annual base salary of $850,000 to be reviewed annually and eligibility to participate in Fulton’s annual cash bonus and equity-based long term incentive plans. Pursuant to the Employment Agreement, Mr. Myers is also entitled to participate in Fulton’s broad-based employee retirement plans, welfare benefit plans, life insurance programs and other benefit programs. The Employment Agreement provides that Mr. Myers will also receive such other general executive perquisites as approved from time to time by the human resources committee of Fulton, such as a Fulton paid club memberships and an employer-provided automobile or automobile allowance.
The term of the Employment Agreement will continue until the earliest of: (a) the voluntary termination of, or retirement from, Mr. Myers’ employment other than for Good Reason (as defined in the Employment Agreement), (b) the termination of Mr. Myers’ employment for Good Reason, (c) the termination of Mr. Myers’ employment by Fulton for any reason other than Cause (as defined in the Employment Agreement), (d) the termination of Mr. Myers’ employment by Fulton for Cause, (e) the termination of Mr. Myers’ employment with Fulton due to Disability (as defined in the Employment Agreement), or (f) Mr. Myers’ death. The Employment Agreement will expire, if not terminated earlier under the Employment Agreement, on December 31 of the year in which Mr. Myers attains the age of sixty-five (65), and Mr. Myers will thereafter only be entitled to post-termination benefits that commenced prior to the expiration of the Employment Agreement.
In the event Mr. Myers’ employment is terminated during the term of the Employment Agreement by him for Good Reason or by Fulton for any reason other than Cause, death or Disability, then, subject to Mr. Myer’s execution and non-revocation of a general release of claims in favor of Fulton, Mr. Myers shall receive the following severance payments and benefits: (a) his annual base salary in effect immediately prior to the termination for a period of twenty-four (24) months, (b) any vested but unpaid bonus as of the date of termination, (c) a pro-rata cash bonus for the fiscal year in which the termination date occurs equal to the payout at the target level established for such fiscal year, pro-rated to the date of termination, and (d) continued eligibility to participate in, or an amount equal to the cost of participating in, Fulton’s health and welfare employee benefit plans for twenty-four (24) months after termination. If Mr. Myers receives severance payments under the CIC Agreement (as defined below) at termination of employment, Mr. Myers will not be entitled to receive the foregoing severance payments and benefits under the Employment Agreement.
The Employment Agreement contains certain covenants by Mr. Myers, including a perpetual confidentiality covenant and non-competition and customer and employee non-solicitation covenants that restrict, respectively, Mr. Myers’ ability to compete with Fulton and solicit customers and employees of Fulton, in each case until the first anniversary of the termination of his employment with Fulton; provided that the non-competition covenant will not apply upon a termination of employment by Mr. Myers for Good Reason or by Fulton other than for Cause.
Fulton also entered into a Change in Control Agreement with Mr. Myers, effective January 1, 2023 (the “CIC Agreement”). Pursuant to the CIC Agreement, if, during the period beginning ninety (90) days before a Change in Control (as defined in the CIC Agreement) or twenty-four (24) months after such Change in Control, Mr. Myers’ employment is terminated by Fulton other than for Cause or he resigns for Good Reason (in each case as defined in the CIC Agreement), then (a) Fulton or its successor will pay Mr. Myers an amount equal to three times the sum of (i) his annual base salary in effect immediately before the Change in Control and (ii) the average annual cash bonus or other cash incentive compensation awarded to him over the past three years, (b) Mr. Myers’ equity awards will be governed by the terms of the applicable plan and award agreements evidencing such awards, provided that if such plan or agreement is silent on the subject of a change in control, Mr. Myers will receive accelerated vesting of all time-based equity awards but his performance-based equity awards will vest in accordance with the terms of the
plan and award agreements evidencing the awards, (c) Mr. Myers will be eligible to receive an amount equal to the portion of Fulton’s contribution to his 401(k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination and up to $10,000 for executive outplacement services, (d) Fulton will provide, at its expense, to Mr. Myers for up to twenty-four (24) months following termination of employment life, medical, health, accident and disability insurance and a survivor’s income benefit in a form, substance and amount which is, in each case, substantially equivalent to that provided to Mr. Myers immediately before his termination of employment, and (e) Fulton or its successor will pay Mr. Myers an amount equal to two (2) additional years of Fulton retirement plan contributions under each tax qualified or nonqualified defined contribution type of retirement plan in which Mr. Myers was a participant immediately prior to his termination of employment and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Mr. Myers was a participant immediately prior to his termination of employment.
The CIC Agreement contains certain covenants by Mr. Myers, including a perpetual confidentiality covenant and a customer and employee non-solicitation covenant that restricts Mr. Myers’ ability to solicit customers and employees of Fulton until the first anniversary of the termination of his employment with Fulton.
If any payment due under the CIC Agreement would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code, Fulton will instead pay Mr. Myers either (a) the amount of that payment or (b) the maximum amount that could be paid to Mr. Myers without the imposition of the excise tax, depending on whichever amount results in Mr. Myers receiving the greater amount of after-tax proceeds.
The foregoing descriptions of the Employment Agreement and CIC Agreement are not complete and are subject to, and qualified in their entirety by reference to, the Employment Agreement and CIC Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.