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As Of Filer Filing For·On·As Docs:Size 5/05/17 Western Alliance Bancorporation 8-K:5,9 5/01/17 3:176K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 20K 2: EX-10.1 Material Contract -- exhibit101 HTML 31K 3: EX-99.1 Miscellaneous Exhibit -- exhibit991 HTML 11K
Exhibit |
Position/Duties: | You will become an employee of the Company on July 10, 2017 (“Employment Date”), and will serve initially as President of the Company, reporting to Robert Sarver, the Company’s Chairman & CEO, and transition into the
role of CEO. You will continue to serve as a director of both WAL and WAB1. Upon appointment as CEO, you will report to the WAL Board of Directors, and Mr. Sarver will assume the role of Executive Chairman. |
Base Salary: | Beginning on your Employment Date, your annualized base salary will be $1,000,000, paid on the Company’s regular payroll schedule and subject to all applicable withholding. Beginning in 2018, your annual base salary will increase as follows: |
Annual Bonus: | You will be eligible to participate in the WAL Annual Bonus Plan and will be eligible for an annual cash award based on the Company’s annual performance relative to pre-established targets that are subject to the WAL Compensation Committee’s review and approval. Your target bonus will be 100% of your annual base salary, and will not be prorated for 2017. Your
target bonus will continue to be 100% of your annual base salary after the transition to CEO. |
1 | The Company does not pay directors who are also employees of the Company additional compensation for their service as directors. |
Long Term Incentive: | On your Employment Date, or as soon as practicable thereafter, you will receive a one-time award of 100,000 shares of performance-based
restricted stock, vesting 25% on each of the 1st, 2nd, 3rd & 4th anniversaries of the grant date, subject to WAL achieving EPS for fiscal year 2017 of no less than $2.03. Beginning in 2018, you will receive annual grants of performance-based stock units and performance-based restricted stock equal to the following total dollar amount at the time of the awards, with the allocation between stock units and restricted stock to be determined by the Compensation Committee: |
Auto Allowance: | You will be eligible for a monthly auto allowance beginning July 10, 2017 equal to $1,000/month. |
Change in Control: | You will be eligible to participate in the Western Alliance Bancorporation Change in Control Severance Plan (the “CIC Plan”). The CIC Plan provides for the payment
of severance benefits upon a double trigger event. You hereby acknowledge receipt of and your agreement to the terms of the CIC Plan. Notwithstanding anything to the contrary in the CIC Plan, if the Company enters into a definitive agreement for a Change of Control within twelve months of the date of this letter, and you elect to terminate your employment within 90 days following the occurrence of such Change in Control, you will be entitled to the Severance Benefits provided in Article 3 of the CIC Plan, whether or not your termination of employment was for “Good Reason.” The terms “Change in Control,” “Good Reason,” and “Severance Benefits” shall have the meanings provided in the CIC Plan. |
Severance: | If,
prior to July 9, 2019, (i) you are terminated by the Company, without Cause and not in connection with a Change in Control, or (ii) you terminate your employment with the Company for Good Reason, you shall be entitled to receive the following severance upon your execution of a release and your agreement not to compete with the Company for a period of 24 months. Under those circumstances, the Company will (i) immediately accelerate the vesting of the unvested portion of the 100,000 restricted shares granted on your Employment Date, (ii) pay you, in 24 equal monthly installments,
an amount equal to two times the sum of your annual base salary and target bonus, subject to all applicable withholding, provided that, the total value of severance received under these circumstances shall not exceed a maximum of $6,000,000, determined as of your last day of employment. |
No
Mitigation: | The Company’s obligation to pay the Severance described above shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company or an affiliate may have against you or others. In no event shall you be obligated to seek other employment or take |
Benefits: | Subject to proper documentation and applicable Company policies, you will be reimbursed for ordinary and necessary business expenses. You will be eligible for the same benefits as similarly situated executives, and you will be able to participate in any group benefits plan established by the Company for which you are or may be eligible, including medical plans, disability insurance plans, life insurance plans, 401(k), restoration plans, profit sharing or
other similar plans. These benefits are governed by the terms and conditions contained in the applicable plans or policies, and they are subject to change or discontinuation at any time. You will be covered as an executive officer under the Company’s D&O insurance policy during the course of your employment, and for no less than 6 years following your last day of employment. |
No Restrictions: | You represent and warrant that you are not subject to any non-competition, non-solicitation or similar obligations to any former employer that could impair your ability to perform your duties and responsibilities in connection
with the Company. In addition, you agree that you will not use or disclose any confidential or proprietary information of any former employer in performing these duties and responsibilities. You also agree to execute such documentation and to comply with such procedures as the Company may require or establish from time to time to confirm the above representations and warranties and ensure your compliance with these obligations. |
Confidentiality: | You agree to hold in the strictest confidence all confidential business information of
the Company, including, without limitation, information relating to customers, employees, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, financing methods, or plans of the Company and will not disclose or communicate (directly or indirectly) any such information to any other person, firm or corporation in any manner whatsoever without the Company’s prior written consent. Such obligations shall terminate with respect to any particular portion of confidential information to the extent you can document that: (i) it was in the public domain at the time you received it; (ii) it entered the public domain through no action of yours or another party known by you to be bound
to maintain its confidentiality; (iii) it was rightfully received by you from a third party without a similar restriction; (iv) it was in your possession prior to the time you received it from the Company and was not acquired directly or indirectly from the Company; (v) it was approved for release by the Board of Directors of the Company; or (vi) it was developed by you independently and without the benefit of information from the Company. |
Governing Law: | The
terms of your employment shall be governed by the laws of the State of Arizona for so long as you are an employee of the Company, and thereafter, by the laws of the State in which WAL’s successor in interest has its main office. |
Attorneys’ Fees: | In any contested action or proceeding arising out of the terms of this letter, the successful party shall be entitled to receive reasonable attorneys’ fees from the other party. |
Employment
Policies: | You agree to observe and comply with all applicable Company policies and guidelines, including, without limitation, WAL’s Employee Guide, Code of Business Conduct and Ethics, Corporate Governance Guidelines, and Related Party Transactions Policy. Specifically, you will terminate any current or contemplated directorships with other depository institutions. |
Screening: | Your
employment and these terms are subject to your successful completion of WAL’s drug testing, fingerprinting and other pre-employment background check requirements. |
Code Section 409A: | This agreement and any Severance paid pursuant to it is intended to be exempt from or otherwise comply with Code Section 409A, including the exceptions for short term deferrals, separation pay arrangements, reimbursements, payments upon a change in control event, and in-kind distributions, and shall be administered, construed and interpreted in accordance with such intent. Any Severance that fails to qualify for the exemptions under Code Section 409A shall be paid or provided in accordance with the requirements of Code Section
409A. The Company may amend these terms to the minimum extent necessary to satisfy the applicable provisions of Code Section 409A. The Company cannot guarantee that the Severance provided under this agreement or the CIC Plan will satisfy all applicable provisions of Code Section 409A. |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/1/20 | None on these Dates | |||
7/9/19 | ||||
1/1/19 | ||||
1/1/18 | ||||
7/10/17 | ||||
Filed on: | 5/5/17 | |||
For Period End: | 5/1/17 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/25/22 Western Alliance Bancorporation 10-K 12/31/21 130:28M 2/25/21 Western Alliance Bancorporation 10-K 12/31/20 136:27M |