Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.72M
2: EX-4.6 Instrument Defining the Rights of Security Holders HTML 54K
3: EX-10.19 Material Contract HTML 152K
4: EX-10.20 Material Contract HTML 44K
5: EX-10.21 Material Contract HTML 44K
6: EX-10.22 Material Contract HTML 44K
7: EX-10.23 Material Contract HTML 45K
8: EX-10.24 Material Contract HTML 40K
9: EX-10.25 Material Contract HTML 45K
10: EX-10.26 Material Contract HTML 55K
11: EX-21.1 Subsidiaries List HTML 37K
12: EX-23.1 Consent of Expert or Counsel HTML 33K
13: EX-23.2 Consent of Expert or Counsel HTML 34K
14: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
15: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
16: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
23: R1 Cover Page HTML 99K
24: R2 Amalgamated Bank's Consolidated Statements of HTML 142K
Financial Condition
25: R3 Amalgamated Bank's Consolidated Statements of HTML 47K
Financial Condition (Parenthetical)
26: R4 Amalgamated Bank's Consolidated Statements of HTML 144K
Income
27: R5 Amalgamated Bank's Consolidated Statements of HTML 74K
Comprehensive Income
28: R6 Amalgamated Bank's Consolidated Statements of HTML 96K
Changes in Stockholders? Equity
29: R7 Amalgamated Bank's Consolidated Statements of HTML 35K
Changes in Stockholders? Equity (Parenthetical)
30: R8 Amalgamated Bank's Consolidated Statements of Cash HTML 196K
Flows
31: R9 Amalgamated Bank's Consolidated Statements of Cash HTML 37K
Flows (Parenthetical)
32: R10 Summary of Significant Accounting Policies HTML 78K
33: R11 Recent Accounting Pronouncements HTML 50K
34: R12 Accumulated Other Comprehensive Income (Loss) HTML 113K
35: R13 Investment Securities HTML 233K
36: R14 Federal Home Loan Bank Stock HTML 53K
37: R15 Loans Receivable, Net HTML 494K
38: R16 Premises and Equipment HTML 45K
39: R17 Deposits HTML 61K
40: R18 Borrowed Funds HTML 53K
41: R19 Regulatory Capital HTML 73K
42: R20 Income Taxes HTML 105K
43: R21 Earnings Per Share HTML 57K
44: R22 Employee Benefit Plans HTML 135K
45: R23 Fair Value of Financial Instruments HTML 193K
46: R24 Commitments, Contingencies and Off Balance Sheet HTML 46K
Risk
47: R25 Leases HTML 53K
48: R26 Goodwill and Intangible Assets HTML 44K
49: R27 Variable Interest Entities HTML 48K
50: R28 Subsequent Events HTML 38K
51: R29 Quarterly Financial Data (Unaudited) HTML 97K
52: R30 Summary of Significant Accounting Policies HTML 153K
(Policies)
53: R31 Accumulated Other Comprehensive Income (Loss) HTML 116K
(Tables)
54: R32 Investment Securities (Tables) HTML 334K
55: R33 Loans Receivable, Net (Tables) HTML 496K
56: R34 Premises and Equipment (Tables) HTML 44K
57: R35 Deposits (Tables) HTML 69K
58: R36 Borrowed Funds (Tables) HTML 51K
59: R37 Regulatory Capital (Tables) HTML 69K
60: R38 Income Taxes (Tables) HTML 105K
61: R39 Earnings Per Share (Tables) HTML 56K
62: R40 Employee Benefit Plans (Tables) HTML 165K
63: R41 Fair Value of Financial Instruments (Tables) HTML 186K
64: R42 Commitments, Contingencies and Off Balance Sheet HTML 42K
Risk (Tables)
65: R43 Leases (Tables) HTML 53K
66: R44 Goodwill and Intangible Assets (Tables) HTML 40K
67: R45 Variable Interest Entities (Tables) HTML 50K
68: R46 Quarterly Financial Data (Unaudited) (Tables) HTML 97K
69: R47 Summary of Significant Accounting Policies HTML 63K
(Details)
70: R48 Recent Accounting Pronouncements (Details) HTML 45K
71: R49 Accumulated Other Comprehensive Income (LOSS) - HTML 62K
Schedule of Other Comprehensive Income (Loss)
(Details)
72: R50 Accumulated Other Comprehensive Income (LOSS) - HTML 63K
Schedule of Accumulated Other Comprehensive Income
(Loss) (Details)
73: R51 Accumulated Other Comprehensive Income (LOSS) - HTML 68K
Reclassifications out of Accumulated Other
Comprehensive Income (Loss) (Details)
74: R52 INVESTMENT SECURITIES - Amortized Cost and Fair HTML 110K
Value of of AFS and HTM Securities (Details)
75: R53 INVESTMENT SECURITIES - Narrative (Details) HTML 68K
76: R54 INVESTMENT SECURITIES - AFS and HTM Securities by HTML 100K
Contractual Maturity (Details)
77: R55 INVESTMENT SECURITIES - Proceeds Received and HTML 43K
Gains (Losses) Realized on Sale of Available for
Sale Securities (Details)
78: R56 INVESTMENT SECURITIES - Schedule of Unrealized HTML 91K
Losses on Available for Sale Securities (Details)
79: R57 Federal Home Loan Bank Stock (Details) HTML 35K
80: R58 LOANS RECEIVABLE, NET - Schedule of Loans HTML 71K
Receivable (Details)
81: R59 LOANS RECEIVABLE, NET - Schedule of Quality of HTML 92K
Bank's Loans (Details)
82: R60 LOANS RECEIVABLE, NET - Narrative (Details) HTML 66K
83: R61 LOANS RECEIVABLE, NET - Schedule of Loans in HTML 101K
Deferral from COVID-19 (Details)
84: R62 LOANS RECEIVABLE, NET - Schedule of Troubled Debt HTML 65K
Restructurings (Details)
85: R63 LOANS RECEIVABLE, NET - Schedule of Troubled Debt HTML 62K
Restructurings Granted (Details)
86: R64 LOANS RECEIVABLE, NET - Schedule of Loan Portfolio HTML 92K
by Credit Quality Indicator (Details)
87: R65 LOANS RECEIVABLE, NET - Method of Evaluating HTML 83K
Impairment of Loans and Allowance (Details)
88: R66 LOANS RECEIVABLE, NET - Schedule of Activity in HTML 85K
Allowance by Portfolio (Details)
89: R67 LOANS RECEIVABLE, NET - Schedule of Individually HTML 87K
Impaired Loans and Allowances (Details)
90: R68 PREMISES AND EQUIPMENT - Schedule of Premises and HTML 48K
Equipment (Details)
91: R69 PREMISES AND EQUIPMENT - Narrative (Details) HTML 41K
92: R70 DEPOSITS - Schedule of Deposits (Details) HTML 57K
93: R71 DEPOSITS - Schedule of Maturities of Time Deposits HTML 48K
(Details)
94: R72 DEPOSITS - Narrative (Details) HTML 43K
95: R73 BORROWED FUNDS - Schedule of Borrowed Funds HTML 40K
(Details)
96: R74 BORROWED FUNDS - Narrative (Details) HTML 42K
97: R75 BORROWED FUNDS - Interest Expense on Borrowed HTML 39K
Funds (Details)
98: R76 Regulatory Capital (Details) HTML 91K
99: R77 INCOME TAXES - Schedule of Components of Provision HTML 59K
(Benefit) for Income Taxes (Details)
100: R78 INCOME TAXES - Reconciliation of Expected Income HTML 84K
Tax Expense and Tax Rate (Details)
101: R79 INCOME TAXES - Narrative (Details) HTML 44K
102: R80 INCOME TAXES - Schedule of Components of Net HTML 65K
Deferred Tax Assets and Liabilities (Details)
103: R81 Earnings Per Share (Details) HTML 72K
104: R82 EMPLOYEE BENEFIT PLANS - Narrative (Details) HTML 134K
105: R83 EMPLOYEE BENEFIT PLANS - Schedule of Employer HTML 36K
Contributions (Details)
106: R84 EMPLOYEE BENEFIT PLANS - Schedule of Changes in HTML 65K
Benefit Obligations and Plan Assets (Details)
107: R85 EMPLOYEE BENEFIT PLANS - Amounts Recognized in HTML 41K
Accumulated Other Comprehensive Income (Loss)
(Details)
108: R86 EMPLOYEE BENEFIT PLANS - Schedule of Net Periodic HTML 74K
Benefit Costs and Other Amounts Recognized in
Other Comprehensive Income (Details)
109: R87 EMPLOYEE BENEFIT PLANS - Schedule of Assumptions HTML 40K
Used to Measure Plans' Benefit Obligation and Net
Period Benefit Expense (Details)
110: R88 EMPLOYEE BENEFIT PLANS - Stock Option Activity HTML 72K
(Details)
111: R89 EMPLOYEE BENEFIT PLANS - Restricted Stock and HTML 59K
Restricted Stock Units Activity (Details)
112: R90 FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of HTML 112K
Fair Value of Assets Measured on Recurring Basis
(Details)
113: R91 FAIR VALUE OF FINANCIAL INSTRUMENTS - Securities HTML 54K
Measured on Non-Recurring Basis (Details)
114: R92 FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative HTML 35K
(Details)
115: R93 FAIR VALUE OF FINANCIAL INSTRUMENTS - Schedule of HTML 96K
Basis and Estimated Fair Values of Financial
Instruments (Details)
116: R94 COMMITMENTS, CONTINGENCIES AND OFF BALANCE SHEET HTML 41K
RISK - Schedule of Financial Instruments
Outstanding Representing Credit Risk (Details)
117: R95 COMMITMENTS, CONTINGENCIES AND OFF BALANCE SHEET HTML 40K
RISK - Narrative (Details)
118: R96 LEASES - Lease Cost and Other Information HTML 43K
(Details)
119: R97 LEASES - Narrative (Details) HTML 35K
120: R98 LEASES - Remaining Commitments of Operating Lease HTML 53K
Payments (Details)
121: R99 GOODWILL AND INTANGIBLE ASSETS - Narrative HTML 43K
(Details)
122: R100 GOODWILL AND INTANGIBLE ASSETS - Schedule of HTML 49K
Estimated Amortization Expense (Details)
123: R101 Variable Interest Entities (Details) HTML 48K
124: R102 Quarterly Financial Data (Unaudited) (Details) HTML 82K
126: XML IDEA XML File -- Filing Summary XML 228K
22: XML XBRL Instance -- amal-20201231_htm XML 6.04M
125: EXCEL IDEA Workbook of Financial Reports XLSX 185K
18: EX-101.CAL XBRL Calculations -- amal-20201231_cal XML 468K
19: EX-101.DEF XBRL Definitions -- amal-20201231_def XML 896K
20: EX-101.LAB XBRL Labels -- amal-20201231_lab XML 2.46M
21: EX-101.PRE XBRL Presentations -- amal-20201231_pre XML 1.61M
17: EX-101.SCH XBRL Schema -- amal-20201231 XSD 217K
127: JSON XBRL Instance as JSON Data -- MetaLinks 592± 928K
128: ZIP XBRL Zipped Folder -- 0001823608-21-000010-xbrl Zip 754K
This SEVERANCE AGREEMENT (this "Agreement") dated December 22, 2020, is entered into by and between Amalgamated Bank (the "Company") and Sam Brown (the "Executive"). The terms of this Agreement shall become effective upon the commencement of employment of a Chief Executive Officer of the
Company, who is not an interim Chief Executive Officer, (the "Effective Date") and shall remain in effect until the 18-month anniversary of the Effective Date (such time period, the "Term").
1.Severance. If at any time during the Term, the Company terminates the Executive's employment without Cause or the Executive terminates his employment upon notice with Good Reason other than following the occurrence of an event that could reasonably be expected to result in a termination of his employment by the Company for Cause, the Executive shall be entitled to receive: (a) a lump-sum severance payment in an
amount equal to the Executive's base salary in effect on the date of such termination and an amount equal to the Executive's annual cash incentive target in place at that time (b) full vesting of all unvested Company equity and cash incentive awards held by the Executive that specifically state, in the applicable award agreement, that they were issued to him in conjunction with this Agreement (for the avoidance of doubt, the vesting of no other equity or cash incentive awards shall be accelerated as a result of this Agreement); and (c) reimbursement for the cost of "COBRA Coverage" pursuant to the conditions set forth below; provided, that payments to be made under this Section 1 are conditioned upon the Executive executing and not revoking, within sixty (60) days following termination, a valid release agreement in a form reasonably acceptable to the Company (the "Release").
If, however, the sixty (60) day period in which the Release must become enforceable and irrevocable begins in one taxable year of the Executive and ends in the following year, the Company shall make any payments under this Section 1 on the first payroll date falling on the later of (i) January 1 of the following year and (ii) the date on which the Release becomes effective and irrevocable. If at any time during the Term, the Company terminates the Executive's employment for any reason other than without Cause or the Executive terminates his employment other than with Good Reason, the Executive shall not be entitled to receive the severance pay set forth in this Agreement.
"Cause" means, (A) the Executive's conviction of a felony
or any crime involving dishonesty or theft; (B) the Executive's conduct in connection with his employment duties or responsibilities that is fraudulent, unlawful or grossly negligent; (C) the Executive's willful misconduct; (D) the Executive's willful contravention of specific lawful directions related to a material duty or responsibility which is directed to be undertaken from the Company; (E) the Executive's material breach of the Executive's obligations under this Agreement; (F) any acts of dishonesty by the Executive resulting or intending to result in personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates; or (G) the Executive's failure to comply with a material policy
of the Company, its subsidiaries or affiliates including, but not limited to, policies prohibiting harassment or discrimination; provided, that the Company shall have ninety (90) days from the occurrence of the event that constitutes Cause to provide notice to the Executive that the Company intends to terminate the Executive's employment for Cause.
Exhibit 10.23
"Good Reason" means, without the
Executive's written consent: (A) a reduction in the Executive's base salary; (B) a substantial diminution in the Executive's duties or responsibilities; or (C) relocation of the Executive's principal work location to a location outside of the Washington DC Metropolitan area; provided that, that the Company shall have thirty (30) days after receipt of notice from the Executive in writing specifying the deficiency to cure the deficiency, to the extent curable, that would result in Good Reason; provided, further, that the Executive shall have ninety (90) days from the occurrence of the event that constitutes Good Reason to provide notice to the Company that the Executive intends to resign for Good Reason and any resignation shall take effect no later than 60 days thereafter.
"COBRA
Coverage" means subject to the Executive electing continuation coverage under the Company's health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), on the first regularly scheduled payroll date of each month for a period of twelve (12) months following the Termination Date, the Company will pay to the Executive an amount equal to the monthly cost of COBRA continuation coverage of group health coverage (including family coverage if applicable) less applicable deductions and authorized withholding. Notwithstanding the foregoing, the Company shall cease providing the Executive with payments for COBRA continuation coverage when the
Executive becomes eligible to be covered under another employer's health plan. You agree to notify the Company within two (2) business days of commencing employment, or a position as a consultant or independent contractor, with another employer. Notwithstanding the foregoing, if the Company's making reimbursement payments under Section 1(c) would violate the nondiscrimination rules under applicable law, or would result in the imposition of penalties under applicable law, the parties agree to reform Section 1(c) in a manner as is necessary to comply with applicable law.
2.Code Section 409A. All payments that may be made and benefits that may be provided pursuant to this Agreement are intended to qualify for an
exclusion from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and any related regulations or other pronouncements thereunder and, to the extent not excluded, to meet the requirements of Section 409A of the Code. The parties intend to administer and interpret this Agreement to carry out such intentions. However, the Company does not represent, warrant or guarantee that any payments that may be made pursuant to this Agreement will not result in inclusion in the Executive's gross income, or any penalty, pursuant to Section 409A of the Code or any similar state statute or regulation. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Section 409A of the Code, the payment shall be paid
(or provided) in accordance with the following:
a.If the Executive is a "specified employee" within the meaning of Section 409A of the Code on the date of the Executive's "separation from service" within the meaning of Section 409A of the Code (the "Separation Date"), and if an exemption from the six (6) month delay requirement of Section 409A of the Code is not available, the amount of any payment that would otherwise be paid to the Executive during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date shall
Exhibit 10.23
instead be paid to the Executive on the first business
day following the end of such period or, if earlier, on the date of the Executive's death.
b.Each payment hereunder is intended to constitute a separate payment from each other payment for purposes of Section 409A of the Code.
c.Any reference to termination of employment or similar wording used for purposes of payment timing hereunder shall mean "separation from service" as defined in Section 409A of the Code.
d.Payments with respect to reimbursements of expenses or benefits or provision of fringe or other in-kind benefits shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred.
3.Governing Law, Dispute Resolution and
Venue. This Agreement shall be governed and construed in accordance with the laws of New York applicable to agreements made and to be performed entirely within such state, without regard to conflicts of laws principles, unless superseded by federal law. Any controversy or claim arising out of or relating to this Agreement or the breach hereof shall, to the fullest extent permitted by law, be settled by binding arbitration in New York, New York pursuant to the Employment Arbitration Rules of the American Arbitration Association.
4.Miscellaneous. Nothing in this Agreement shall be construed as a commitment or understanding of any kind or nature that the Company will continue to employ Executive, nor will this Agreement affect in any way effect any other agreements or arrangements
between the Company and the Executive except that if Executive receives severance pay under this Agreement, he shall not receive severance pay under any Company severance plan or policy. Executive acknowledges and agrees that he is an "at will" employee.
5.Clawback. The payments described in this Agreement are subject to any clawback policies of the Company or as provided by applicable laws, as in effect from time to time.
IN WITNESS WHEREOF, the Company and the Executive hereto, intending to be legally bound hereby, have executed this Agreement as of the day and year first
above mentioned.
