Under Mr. Elliotts employment agreement, if he is terminated (i) by the
Company without cause, (ii) by him with good reason or (iii) by the Company or Mr. Elliott if such employment agreement is not renewed, he will be entitled to receive his base salary for a period of twelve months following such
termination, subject to compliance with the terms of the employment agreement and execution of a general release in favor of the Company.
Messrs. Kossovers and Bontragers employment agreements generally provide that upon the termination of his employment (i) by
the Company due to the executives failure to perform his duties to the satisfaction of his supervisor or the Chief Executive Officer, (ii) by the Company without cause, (iii) by the executive with good reason, or (iv) by the
Company or the executive if such employment agreement is not renewed, then Mr. Kossover and Mr. Bontrager, as applicable, will be entitled to receive his base salary for a period of twelve months following such termination, subject to
compliance with the terms of the employment agreement and execution of a general release in favor of the Company.
For purposes of the
employment agreements, good reason includes a change in executives status, title position or responsibilities that is materially inconsistent with executives existing duties, a material breach of the employment agreement or
in the case of Messrs. Elliotts and Kossovers employment agreements, he is required to be based any place outside of a thirty-mile radius of Wichita, Kansas.
Messrs. Elliotts, Kossovers and Bontragers employment agreements each contains a change in control provision that provides
for a payment to the executive if (i) his employment is terminated within twelve months after a change in control for any reason other than death, permanent incapacity or cause, or (ii) he resigns for any reason within twelve months after
the change in control. Upon a qualifying change in control and termination of his employment, Messrs. Elliott and Kossover would each be entitled to a payment equal to 2.99 times the sum of (i) his prior years base salary and
(ii) all additional cash compensation paid to him and received during such year, and Mr. Bontrager would be entitled to a payment equal to 2.0 times (i) his prior years base salary and (ii) all additional cash compensation
paid to him and received during such year. Any payments pursuant to the change in control provision are subject to compliance with restrictions imposed by the Code.
Additionally, each of Messrs. Elliott, Kossover and Bontrager are bound by the restrictive covenants set forth in their respective employment
agreements, which include confidentiality,
non-solicitation
and
non-competition
restrictions.
Annual Executive Incentive Plan
On November 14, 2016, the Board approved the Companys Annual Executive Incentive Plan (the AEIP), which was then
approved by the Companys stockholders at the 2017 Annual Meeting of Stockholders. The AEIP is a
non-equity
incentive compensation plan pursuant to which participating executive officers may earn
incentive awards payable in cash, stock, restricted stock or options if certain
pre-determined
performance targets are met.
Long-term Incentive Program
On
February 28, 2018, the Compensation Committee approved equity awards to Messrs. Elliott and Kossover that consisted of performance-vested restricted stock units (PRSUs) and time-vested restricted stock units (TRSUs),
which were granted under the terms of the Companys Stock Incentive Plan.
The PRSUs will be earned based on achievement over the
three-year performance period that began January 1, 2018 and ends December 31, 2020 (the Performance Period), of
pre-defined
performance goals determined by the Compensation Committee
that are based on (i) the Companys core earnings per share growth relative to an index of other US banks with between $3 billion and $10 billion in total assets and (ii) total shareholder return, assuming reinvestment of
dividends, relative to the bank index. Grants of PRSUs will cliff vest at the end of the Performance Period based on actual performance and achievement of the performance
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