Exhibit 10.8
ATLANTIC UNION BANKSHARES CORPORATION
EXECUTIVE SEVERANCE PLAN
SUMMARY PLAN DESCRIPTION
AND PLAN DOCUMENT
This Summary Plan Description sets forth and describes the benefits under the Atlantic Union Bankshares Corporation Executive Severance Plan (the “Plan”). The terms of the Plan and the Summary Plan Description of the Plan are combined in this single document. Atlantic Union Bankshares Corporation has established the Plan to provide benefits to certain executives in the event of their termination of employment under certain circumstances as described in the Plan. The Plan was originally adopted by the Board of Directors of Atlantic Union Bankshares Corporation (the “Board”) on December 10, 2015 and became effective on January 1, 2016, and has been amended and restated from time to time. This amendment and restatement of the Plan is effective November 18, 2021.
1.Purpose.
The purpose of the Plan is to assist the Company (as defined below) in recruiting and retaining executives and to provide financial assistance and additional protection to eligible executives of the Company whose employment is terminated under certain circumstances. The Plan is not intended to provide benefits for executives who voluntarily terminate employment (except in limited circumstances when the termination is for Good Reason in connection with a Change in Control, as described below) or for executives whose employment is terminated because of reasons of retirement, death or disability.
2.Plan Administrator.
3.Definitions.
In addition to the words and phrases defined in other sections of the Plan, the following words and phrases shall be defined as follows for purposes of the Plan:
(i) | willful failure to perform any of the duties and responsibilities required of a position (other than by reason of disability) or willful failure to follow reasonable instructions or policies of the Company, after being advised in writing of such failure and being given a reasonable opportunity and period (as determined by the Company in its discretion) to remedy such failure; |
(ii) | breach of fiduciary duties owed to the Company; |
(iii) | conviction of or entering of a guilty plea or a plea of no contest with respect to a felony or a crime of moral turpitude or commission of an act of misappropriation or embezzlement of funds or property of the Company; |
(iv) | the breach of a material term of the Plan or violation in any material respect of any code or standard of conduct generally applicable to employees of the Company, after being advised in writing of such breach or violation and being given a reasonable opportunity and period (as determined by the Company in its discretion) to remedy such breach or violation; |
(v) | fraud or dishonesty with respect to Company; or |
(vi) | the willful engaging in conduct that, if it became known by any regulatory or governmental agency or the public, is reasonably likely to result in material injury to the Company, monetarily or otherwise. |
(b) | Change in Control. For purposes of the Plan, a “Change in Control” means: |
(i) | The acquisition by any Person of beneficial ownership of twenty percent (20%) or more of the then outstanding shares of common stock of the Company, provided that an acquisition directly from Atlantic Union Bankshares Corporation (excluding an acquisition by virtue of the exercise of a conversion privilege) shall not constitute a Change in Control; or |
(ii) | Individuals who constitute the Board on January 1, 2018 (the “Incumbent Board”) cease during a twelve-month period to constitute a majority of the Board, provided that any director whose nomination was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board, but excluding any such |
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individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the members of the Board; or |
(iii) | Consummation by Atlantic Union Bankshares Corporation of a reorganization, merger, share exchange or consolidation (a “Reorganization”), provided that a Reorganization will not constitute a Change in Control if, upon consummation of the Reorganization, each of the following conditions is satisfied; |
(A) | More than fifty percent (50%) of the then outstanding shares of common stock of the corporation resulting from the Reorganization is beneficially owned by all or substantially all of the former shareholders of Atlantic Union Bankshares Corporation in substantially the same proportions as their ownership existed in Atlantic Union Bankshares Corporation immediately prior to the Reorganization; and |
(B) | No person beneficially owns twenty percent (20%) or more of either (1) the then outstanding shares of common stock of the corporation resulting from the Reorganization or (2) the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors; and |
(C) | At least a majority of the members of the board of directors of the corporation resulting from the Reorganization were members of the Incumbent Board at the time of the execution of the initial agreement providing for the Reorganization. |
(iv) | Approval by the shareholders of Atlantic Union Bankshares Corporation of a complete liquidation or dissolution of Atlantic Union Bankshares Corporation, or the consummation of a sale or other disposition of all or substantially all of the assets of Atlantic Union Bankshares Corporation. |
(v) | For purposes of this Plan, “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than an employee benefit plan (or related trust) sponsored or maintained by Atlantic Union Bankshares Corporation or any affiliated company, and “beneficial ownership” has the meaning given the term in Rule 13d-3 under the Exchange Act. |
(c) | Code. The Internal Revenue Code of 1986, as amended. |
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(i) | A material diminution in the Executive’s base compensation; |
(ii) | A material diminution in the Executive’s authority, duties or responsibilities; |
(iii) | A material diminution in the change in the geographic location at which the Executive must perform services; or |
(iv) | Any other action or inaction of the Company that constitutes a material breach of the terms or provisions of the Plan. |
Notwithstanding the above, and without limitation, “Good Reason” shall not include any resignation by the Executive where Cause for the Executive’s termination by the Company exists. The Executive must give the Company notice of any event or condition that would constitute “Good Reason” within ninety (90) days of the event or condition which would constitute “Good Reason,” and upon the receipt of such notice the Company shall have thirty (30) days to remedy such event or condition. If such event or condition is not remedied within such thirty (30)-day period, any termination of employment by the Executive for “Good Reason” must occur within thirty (30) days after the period for remedying such condition or event has expired.
4.Eligibility.
The Plan makes Severance Pay available only to Executives whose employment with the Company is terminated solely due to one of the below circumstances set forth in Sections 4(a) or 4(b) and subject to the exceptions set forth in Section 4(c) below and any other limitations set forth in the Plan, as determined by the Plan Administrator in its sole discretion. For the avoidance of
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doubt, an Executive whose employment is terminated under Section 4(b) will not be treated as having a termination under Section 4(a).
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5.Severance Pay.
A Participant whose employment terminates under circumstances described in Sections 4(a) or 4(b) of the Plan shall be entitled to receive the following Severance Pay, subject to the eligibility requirements in Section 4 (including the release requirement in Section 4(d)).
(i) | For a Participant whose employment terminates under Section 4(a), an amount equal to (A) the Participant’s annualized base salary in effect on the date of termination, plus (B) the product of the annual incentive bonus paid or payable to the Participant, including by reason of deferral, for the most recently completed year (or, if an incentive payment was not paid because an incentive plan was not yet in place, an amount approved by the Compensation Committee of the Board) and a fraction, the numerator of which is the number of days in the current year through the date of termination of employment and the denominator of which is 365, plus (C) twelve (12) times the monthly rate of the Company subsidy for health and dental plans for active employees in effect for the Participant on the date of termination. |
(ii) | For a Participant whose employment terminates under Section 4(b), an amount equal to: |
(A) | for a Participant listed as Tier 1 on Schedule A, |
1. | the product of two times the Participant’s (y) annualized base salary as in effect on the date of termination plus (z) highest annual incentive bonus paid or payable, including by reason of deferral, for the two most recently completed years; plus |
2. | the product of twenty-four (24) times the monthly rate of the Company subsidy for health and dental plans for active employees in effect for the Participant on the date of termination; and |
(B) | for a Participant listed as Tier 2 on Schedule A, |
1. | the product of one times the Participant’s (y) annualized base salary in effect on the date of termination plus (z) the highest annual incentive bonus paid or payable, including by reason of deferral, for the two most recently completed years; plus |
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2. | the product of twelve (12) times the monthly rate of the Company subsidy for health and dental plans for active employees in effect for the Participant on the date of termination. |
6.Section 409A.
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7.Claims.
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8.Miscellaneous.
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9.Participant’s Rights.
(i) | Examine, without charge, at the Plan Administrator’s office and at other specified locations, all documents governing the Plan, and a copy of the latest annual report (Form 5500 series), if required to be filed by the Plan, with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. |
(ii) | Obtain, upon written request to the Plan Administrator, copies of all Plan documents, and copies of the latest annual report (Form 5500 Series), if any. The Plan Administrator may make a reasonable charge for the copies. |
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Approved by the Chief Executive Officer pursuant to the authority of the Board of Directors of Atlantic Union Bankshares Corporation on November 18, 2021.
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SCHEDULE A
The following list represents all key or critical positions recommended by the Chief Executive Officer and approved by the Compensation Committee of the Board of Directors of the Company as covered under the Plan.
Tier 1
Chief Executive Officer
Bank President
Chief Financial Officer
Chief Information Officer & Head of Enterprise Operations
Consumer Banking Group Executive
Wholesale Banking Group Executive
Chief Human Resource Officer
Chief Risk Officer
Chief Audit Executive
Chief Marketing Officer
Chief Digital and Customer Experience Officer
Head of Product Management & First Line Business Risk
General Counsel
Home Loans Division President
Wealth Management President
Tier 2
Chief Credit Officer
Wealth Management Chief Investment Officer & Managing Director -Asset Management Group
Managing Director – Trust & Wealth Consulting Group
Wholesale Banking Regional President
Commercial Real Estate Group Executive
Director of Small Business Administration and Government Lending Programs
Consumer Regional President
Director Finance & Treasurer
Corporate Controller
Head of Corporate Development & Strategy
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