|
Filed
by the Registrant x
|
|
Filed
by a Party other than the Registrant ¨
|
¨
|
Preliminary
Proxy Statement
|
¨
|
CONFIDENTIAL,
FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to
Section 240.14a-12
|
|
Payment
of Filing Fee (Check the appropriate
box):
|
x
|
No
fee required.
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
¨
|
Fee
paid previously with preliminary
materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
|
Mitchell
Feiger
|
|
President
and Chief Executive Officer
|
|
2.
|
the
approval of a proposed amendment of the Company’s charter to lower certain
supermajority vote requirements;
|
|
3.
|
the
ratification of the appointment of McGladrey & Pullen, LLP as the
Company’s independent registered public accounting firm for the year
ending December 31, 2008; and
|
4.
|
such
other matters as may properly come before the Meeting, or any adjournments
or postponements of the Meeting.
|
|
Mitchell
Feiger
|
|
President
and Chief Executive Officer
|
Name
of
Beneficial
Owner
|
Amount
and Nature of Beneficial
Ownership(1)
|
Percent
of Class
|
Dimensional Fund Advisors
LP
1299
Ocean Avenue
Santa Monica, California 90401
|
2,388,422(2)
|
6.89
|
David P. Bolger
Director
|
14,264
|
*
|
Robert S. Engelman,
Jr.
Director
|
153,795
|
*
|
Mitchell Feiger
Director and President and
Chief
Executive Officer of the
Company
|
634,215(3)
|
1.82
|
Charles J. Gries
Director
|
17,331
|
*
|
James N. Hallene
Vice Chairman
|
36,462
|
*
|
Name
of
Beneficial
Owner
|
Amount
and Nature of Beneficial
Ownership(1)
|
Percent
of Class
|
Thomas H. Harvey
Chairman of the
Board
|
579,317
|
1.67
|
Patrick Henry
Director
|
962,204
|
2.77
|
Richard J. Holmstrom
Director
|
83,856
|
*
|
Karen J. May
Director
|
9,488
|
*
|
Ronald D. Santo
Director and Vice President of
the Company;
Chairman and Group President of
the Bank
|
130,545
|
*
|
Thomas D. Panos
President and Chief Commercial
Banking
Officer of the Bank
|
119,304
|
*
|
Jill E. York
Vice President and Chief
Financial Officer of the
Company; Executive Vice President
and Chief
Financial Officer of the
Bank
|
79,610
|
*
|
Rosemarie Bouman
Executive Vice President,
Administration of the Bank
|
90,176(4)
|
*
|
Richard M. Rieser,
Jr.,
Former Director and Executive
Vice President and Chief Marketing and Legal Strategist of the
Company(3)
|
508,794
|
1.47
|
Directors and executive officers
as a group
(19 persons)
|
3,711,548
|
10.53
|
(1)
|
With
respect to the directors and executive officers, includes shares held
directly, in retirement accounts, in a fiduciary capacity or by certain
affiliated entities or members of the named individuals’ families, with
respect to which shares the named individuals and group may be deemed to
have sole or shared voting and/or dispositive powers. Also
reflects the holdings of shares of certain of the executive officers
through their accounts under our 401(k) profit sharing plan and the
holdings of directors and executive officers of units of the Company
Common Stock fund pursuant to our stock deferred compensation plan; the
number of shares deemed beneficially owned under the stock deferred
compensation plan reflects the approximate equivalent number of shares of
Company Common Stock. In addition, includes shares subject to
options which are currently exercisable or which will become exercisable
within 60 days of February 22, 2008, as
follows: Mr. Bolger – 8,936 shares; Mr. Feiger – 253,800
shares; Mr. Gries – 2,550 shares; Mr. Hallene – 25,661
shares; Mr. Henry – 13,142 shares; Mr. Holmstrom – 21,966
shares; Ms. May – 6,221 shares; Mr. Santo – 12,600 shares; Mr. Panos –
37,650 shares; Ms. York – 58,575 shares; Ms. Bouman – 15,504; Mr.
Rieser – 37,726; and all directors and executive officers as a group –
576,040 shares. Also includes 6,413 shares underlying director
stock units held by Mr.
Gries.
|
(2)
|
As
reported by Dimensional Fund Advisors LP (“Dimensional”) in a Schedule 13G
filed with the Securities and Exchange Commission on February 6,
2008. Dimensional reported having sole voting and dispositive
powers over all 2,388,422 shares.
|
(3)
|
Mr.
Feiger has pledged 93,130 of his shares as collateral under a line of
credit with a third party financial institution unaffiliated with the
Company.
|
(4)
|
Ms.
Bouman has pledged 50,000 of her shares as collateral under a line of
credit with a third party financial institution unaffiliated with the
Company.
|
(5)
|
Mr.
Rieser’s service as a director and executive officer of the Company
terminated effective October 23,
2007.
|
Name
|
Age
|
Position(s)
Held
in the Company
|
Director
Since (1)
|
Term
of Class
to Expire
|
NOMINEES
|
||||
Patrick
Henry
|
68
|
Director
|
1981
|
2011
|
Richard
J. Holmstrom
|
50
|
Director
|
1998
|
2011
|
Karen
J. May
|
50
|
Director
|
2004
|
2011
|
DIRECTORS
WHOSE TERMS EXPIRE IN 2009 AND 2010
|
||||
David
P. Bolger
|
51
|
Director
|
2004
|
2009
|
Robert
S. Engelman, Jr.
|
66
|
Director
|
1993
|
2009
|
Thomas
H. Harvey
|
47
|
Chairman
of the Board
|
1995
|
2009
|
Ronald
D. Santo
|
65
|
Director
and Vice President of the Company; Chairman and Group President of the
Bank
|
1990
|
2009
|
Mitchell
Feiger
|
49
|
Director
and President and Chief
Executive
Officer of the Company
|
1992
|
2010
|
James
N. Hallene
|
47
|
Vice
Chairman
|
2000
|
2010
|
Charles
J. Gries
|
62
|
Director
|
2006
|
2010
|
(1)
|
Includes
service with the Company’s predecessors prior to the November 6, 2001
merger of equals (the “MB-MidCity Merger”) between MB Financial, Inc., a
Delaware corporation (“Old MB Financial”), and MidCity Financial
Corporation, a Delaware corporation (“MidCity Financial”), which resulted
in the Company in its present legal
form.
|
Executive
Committee
|
Compliance
and Audit Committee
|
Organization
and Compensation Committee
|
Nominating
and Corporate Governance Committee
|
|||
Thomas
H. Harvey *
|
Patrick
Henry *
|
Karen
J. May *
|
James
N. Hallene *
|
|||
Robert
S. Engelman, Jr.
|
David
P. Bolger
|
James
N. Hallene
|
Thomas
H. Harvey
|
|||
Mitchell
Feiger
|
Richard
J. Holmstrom
|
Richard
J. Holmstrom
|
David
P. Bolger
|
|||
James
N. Hallene
|
Charles
J. Gries
|
Robert
S. Engelman, Jr.
|
||||
Patrick
Henry
|
||||||
Richard
J. Holmstrom
|
||||||
*
Committee Chair
|
·
|
the
integrity of our consolidated financial statements and the financial
reporting processes;
|
·
|
the
systems of internal accounting and financial
controls;
|
·
|
compliance
with legal and regulatory requirements and our
policies;
|
·
|
the
independent auditor’s qualifications and
independence;
|
·
|
the
performance of our internal audit function and independent auditors;
and
|
·
|
any
other areas of potential financial and compliance risks to us as may be
specified by the Board.
|
·
|
hiring,
retaining and terminating our independent auditors;
and
|
·
|
monitoring
our compliance program, loan review processes, disaster
recovery/contingency plan and senior officer expense reimbursement
policies.
|
·
|
reviewing
from time to time our compensation plans and, if the Committee believes it
to be appropriate, recommending that the Board amend these plans or adopt
new plans;
|
·
|
overseeing
the evaluation of our senior management, and recommending to the Board the
compensation for our executive officers. This includes
evaluating performance following the end of incentive periods and
recommending to the Board specific awards for executive
officers;
|
·
|
recommending
to the Board the appropriate level of compensation and the appropriate mix
of cash and equity compensation for
directors;
|
·
|
administering
our Omnibus Incentive Plan and any other plans which the Board has
determined should be administered by the
Committee;
|
·
|
recommending
to the Board the amount in total, as well as the terms, of all stock
options and other awards under our Omnibus Incentive Plan to all employees
and specific grants to executive
officers;
|
·
|
recommending
to the Board the aggregate amount of the our annual employer contributions
under the 401(k) profit sharing plan;
and
|
·
|
developing
and periodically reviewing a succession plan for our senior executive
officers.
|
·
|
recommending
to the Board the appropriate size of the Board and assist in identifying,
interviewing and recruiting candidates for the
Board;
|
·
|
recommending
candidates (including incumbents) for election and appointment to the
Board of Directors, subject to the provisions set forth in our charter and
bylaws relating to the nomination or appointment of directors, based on
the following criteria: business experience, education, integrity and
reputation, independence, conflicts of interest, diversity, age, number of
other directorships and commitments (including charitable obligations),
tenure on the Board, attendance at Board and committee meetings, stock
ownership, specialized knowledge (such as an understanding of banking,
accounting, marketing, finance, regulation and public policy) and a
commitment to our communities and shared values, as well as overall
experience in the context of the needs of the Board as a
whole;
|
·
|
reviewing
nominations submitted by stockholders, which have been addressed to the
Corporate Secretary, and which comply with the requirements of our charter
and bylaws. Nominations from stockholders will be considered
and evaluated using the same criteria as all other
nominations;
|
·
|
annually
recommending to the Board committee assignments and committee chairs on
all committees of the Board, and recommending committee members to fill
vacancies on committees as
necessary;
|
·
|
considering
and making recommendations to the Board regarding matters related to our
director retirement policy;
|
·
|
periodically
evaluating emerging best practices with respect to corporate governance
matters and making recommendations for Board
approval;
|
·
|
conducting,
at least annually, a performance assessment of the Board and report its
findings to the Board, and at least annually conducting a self-evaluation
of the Committee;
|
·
|
reviewing,
at least annually, our Code of Ethics and Conduct and, if appropriate,
recommending modifications to the code for Board approval and considering
any requested waivers of code provisions for directors and executive
officers;
|
·
|
establishing
procedures for the regular ongoing reporting by board members of any
developments that may affect his or her qualifications or independence as
a director and making recommendations as deemed
appropriate;
|
·
|
reviewing
and approving related party transactions pursuant to the policy for such
transactions set forth in our Code of Ethics and Conduct (described under
“Certain Transactions”);
|
·
|
recommending
to the Board a set of corporate governance principles, and review those
principles at least annually. A copy of our Corporate
Governance Principles adopted by the Board is available on the Company’s
website, at www.mbfinancial.com,
by clicking
“Investor Relations” and then clicking “Corporate Governance.”
and
|
·
|
performing
any other duties or responsibilities expressly delegated to the Committee
by the Board.
|
·
|
Mitchell
Feiger, President and Chief Executive Officer of the
Company;
|
·
|
Jill
E. York, Vice President and Chief Financial Officer of the Company and
Executive Vice President and Chief Financial Officer of the
Bank;
|
·
|
Thomas
D. Panos, President and Chief Commercial Banking Officer of the
Bank;
|
·
|
Ronald
D. Santo, Vice President of the Company and Chairman and Group President
of the Bank;
|
·
|
Rosemarie
Bouman, Executive Vice President, Administration of the Bank;
and
|
·
|
Richard
M. Rieser, Jr., Former Executive Vice President and Chief Marketing
and Legal Strategist of the
Company.
|
1.
|
Individual growth- High
performing people want to learn and grow to maximize their potential. We
seek to gain a competitive advantage by investing in the development of
these people.
|
2.
|
Employee stakeholders-
We want our employees to have a stake in the organization so that
when we prosper, our people do as well. Generally, as noted below, we
structure base pay around the 50th percentile (median) relative to a peer
group of companies, and with short and long-term incentives, seek to pay
total compensation above that level for outstanding company and individual
performance. We will help our employees understand how they contribute to
the Company’s success by using compensation to connect them to key
measures of business success.
|
3.
|
Engaged workplace- We
believe that our employees differentiate us in the marketplace. Our
leadership team creates an atmosphere of trust and commitment by living
our corporate values and we reward those who do so. We engage
our employees by providing challenging and meaningful
work.
|
Name
|
2006
Base Salary
|
2007
Base Salary
|
Percentage
Change in Base Salary
|
Mitchell
Feiger
|
$ 551,250
|
$ 600,000
|
8.8%
|
Jill
E. York
|
$ 272,160
|
$ 283,000
|
4.0%
|
Thomas
D. Panos
|
$ 330,000
|
$ 350,000
|
6.1%
|
Ronald
D. Santo
|
$ 315,000
|
$ 324,235
|
2.9%
|
Rosemarie
Bouman
|
$ 226,000
|
$ 235,000
|
4.0%
|
Richard
M. Rieser, Jr.
|
$ 650,000
(1)
|
$ 700,000
(1)
|
7.7%
|
·
|
Core
net income, which was less than budget for 2007, primarily due to a lower
than anticipated net interest margin and a higher than planned provision
for loan losses due to increased potential problem loans in the
portfolio. Our net interest margin was lower than what we
planned partially as a result of an increasingly competitive market, the
unfavorable shape of the yield curve, and very tight credit
spreads.
|
·
|
The
integration of Oak Brook Bank (acquired in August 2006), which continued
successfully in 2007, with a high customer retention
rate;
|
·
|
The
performance of the commercial banking and lease banking units, which
realized robust loan and revenue growth throughout the
year;
|
·
|
Loan
quality, which in a difficult environment, remained
strong. While there was an increase in potential problem loans
from the beginning of the year, non-performing loans and loan charge-offs
remained at a low level;
|
·
|
The
successful sale of properties and assets during the year resulting in
gains for the Company;
|
·
|
The
divestiture of several non-core business units, which were successfully
sold during 2007, including Union Bank, N.A.;
and
|
·
|
The
Company’s maintenance of excellent compliance and CRA
programs.
|
·
|
Ms.
York: The Committee considered Ms. York’s efforts in the sale
of Union Bank, N.A., and securing new trust preferred securities
financings and subordinated debt on very favorable terms, in addition to
her role in managing the financial functions and leasing subsidiary of the
Company.
|
·
|
Mr.
Panos: The committee considered Mr. Panos’ contributions to the
Commercial Banking Unit’s successes discussed
above. Additionally, the Committee recognized Mr. Panos’ high
quality leadership and scope of responsibility. Of particular
note was Mr. Panos’ contribution to the maintenance of good loan quality
in a very difficult credit environment. As noted earlier, while
potential problem loans increased from the beginning of the year,
non-performing loans and loan charge-offs remained at a low level,
particularly relative to peer
banks.
|
·
|
Mr.
Santo: As with Mr. Panos, the Committee considered Mr. Santo’s
contributions to the Commercial Banking Unit’s successes discussed
above.
|
·
|
Ms.
Bouman: The Committee considered Ms. Bouman’s role in the
divesture of assets, the positive impact of in-sourcing certain operating
activities which improved service quality and reduced expenses, her
important role helping integrate Oak Brook Bank into the Bank, and the
management of the Company’s administrative
functions.
|
|
·
|
Eliminated
a potential doubling-up of severance benefits in the event of a change in
control;
|
|
·
|
Obtained
for the Company new non-competition and non-solicitation covenants that
will apply for one year following termination of Mr. Feiger’s employment
for any reason and entitle the Company to recover certain payments in the
event of a breach by Mr. Feiger;
and
|
|
·
|
Established
a defined contribution supplemental retirement benefit for Mr. Feiger
under which we will at the end of each year credit his non-qualified
deferred compensation plan account with a contribution equal to 20% of his
then effective base salary.
|
Name
and
Principal Position
|
Year
|
Salary
($)
|
Bonus($)(1)
|
Stock
Awards
($) (2)
|
Option
Awards $ (3)
|
Non-Equity
Incentive Plan Compensation
($)(4)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
|
All
Other
Compensation
($)
|
Total
Compensation
($)
|
Mitchell
Feiger
|
2007
|
$600,000
|
$ -
|
$195,391
|
$421,899
|
$343,200
|
$ -
|
$277,095(8)
|
$1,837,585
|
President
and Chief Executive
|
2006
|
$551,250
|
$ -
|
$180,106
|
$431,580
|
$227,253
|
$ -
|
$129,916
|
$1,520,105
|
Officer
of the Company
|
|||||||||
Jill
E. York
|
2007
|
$283,000
|
$ -
|
$62,677
|
$118,698
|
$141,500
|
$ -
|
$60,178(9)
|
$666,053
|
Vice
President and Chief
|
2006
|
$272,160
|
$ -
|
$54,669
|
$99,824
|
$138,802
|
$ -
|
$56,662
|
$622,117
|
Financial
Officer of the Company and
|
|||||||||
Executive
Vice President and Chief
Financial Officer of the Bank
|
|||||||||
Thomas
D. Panos
|
2007
|
$350,000
|
$ -
|
$79,996
|
$149,160
|
$227,500
|
$ -
|
$65,589(10)
|
$872,245
|
President
and Chief Commercial
|
2006
|
$330,000
|
$ -
|
$64,189
|
$116,371
|
$129,641
|
$ -
|
$59,538
|
$699,739
|
Banking
Officer of the Bank
|
|||||||||
Ronald
D. Santo
|
2007
|
$321,741(5)
|
$ -
|
$61,984
|
$358,669
|
$160,870
|
$ -
|
$94,025(11)
|
$997,289
|
Vice
President of the Company
|
2006
|
$307,125
|
$ -
|
$67,176
|
$119,788
|
$120,654
|
$ -
|
$84,599
|
$699,342
|
and
Chairman and Group President of the Bank
|
|||||||||
Rosemarie
Bouman
|
2007
|
$233,615
|
$
-
|
$4,681
|
$6,619
|
$86,856
|
$ -
|
$918,392(13)
|
$1,250,163
|
Executive
Vice President, Administration of the Bank (12)
|
|||||||||
Richard
M. Rieser, Jr.
|
2007
|
$538,077
|
$ -
|
$357,895
|
$ -
|
$ -
|
$400,920(7)
|
$4,112,156(14)
|
$5,409,048
|
Former
Vice Chairman, Executive Vice President and Chief Marketing and Legal
Strategist of the Company
|
2006
|
$227,945(6)
|
$364,042(6)
|
$42,105
|
$ -
|
$ -
|
$38,808(7)
|
$66,915
|
$739,815
|
(1)
|
Bonus
amounts for 2006 and 2007 for the named executive officers are reported
under the “Non-Equity Incentive Plan Compensation” column and footnote (4)
to that column.
|
(2)
|
Reflects
the dollar amounts recognized for financial statement reporting purposes
for the years ended December 31, 2006 and 2007, in accordance with FAS
123R, of restricted stock awarded under our Omnibus Incentive Plan and
thus may include amounts from awards granted in and prior to 2006 and
2007. The
assumptions used in the calculation of these amounts are included in Note
20 of the Notes to Consolidated Financial Statements contained in our
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 29, 2008.
|
(3)
|
Reflects
the dollar amounts recognized for financial statement reporting purposes
for the years ended December 31, 2006 and 2007, in accordance with FAS
123R, of stock options awarded under our Omnibus Incentive Plan
(disregarding for this purpose the estimate of forfeitures related to
service-based vesting conditions) and thus may include amounts from awards
granted in and prior to 2006 and 2007. The assumptions
used in the calculation of these amounts are included in Note 20 of the
Notes to Consolidated Financial Statements contained in our Annual Report
on Form 10-K filed with the Securities and Exchange Commission on February
29, 2008.
|
(4)
|
Represents
cash incentive bonus awards earned for 2006 and 2007. Not
included in the 2007 amounts in the table for Ms. York and Messrs. Panos
and Santo are the portions of their incentive bonus awards in excess of
their target bonus awards, which were paid in the form of restricted stock
granted under our Omnibus Incentive Plan. The 2007 bonus
amounts earned in excess of target for Ms. York and Messrs. Panos and
Santo were $45,280, $64,838 and $4,539, respectively, resulting in grants
of 1,439, 2,061 and 145 shares of restricted stock respectively, on
February 20, 2008, which are scheduled to vest in full on February 20,
2010.
|
(5)
|
Excludes
$2,494 and $7,875 in salary forgone by Mr. Santo during 2007 and 2006,
respectively, reflecting reduced pay while working from his second
home. See “Employment and Other Agreements with Named Executive
Officers – Employment Agreement with Ronald D.
Santo.”
|
(6)
|
Represents
the salary and prorated bonus paid by the Company to Mr. Rieser for the
portion of 2006 he was employed by the Company. Mr. Rieser
joined the Company on August 25, 2006, upon completion of our acquisition
of First Oak Brook. In accordance with the merger
agreement between the Company and First Oak Brook, Mr. Rieser’s prorated
2006 bonus awarded by the Company was based on the First Oak Brook bonus
program. As noted elsewhere in this proxy statement, Mr.
Rieser’s employment with the Company terminated effective October 23,
2007. See “Employment and Other Agreements with Named Executive
Officers—Separation and Settlement Agreement with Richard M. Rieser,
Jr.”
|
(7)
|
Represents
the change, from August 25, 2006 to December 31, 2006, and from December
31, 2006 to December 31, 2007, in the actuarial present value of Mr.
Rieser’s accumulated benefit under his Supplemental Pension Benefit
Agreement. The assumptions used for this calculation were the
same as those used for the calculation of the present value of accumulated
benefit in the table under “Pension
Benefits”.
|
(8)
|
Includes
non-qualified supplemental retirement contributions under our non-stock
deferred compensation plan of $170,907, supplemental disability insurance
premiums paid on Mr. Feiger’s behalf of $4,153 and 401(k) matching and
profit sharing contributions of $19,088. Also, includes
director fees of $27,900, which were deferred pursuant to our stock
deferred compensation plan. In addition, includes the value of
a leased automobile provided to Mr. Feiger of $16,060, club dues paid on
behalf of Mr. Feiger of $26,987, and fees paid to Mr. Feiger’s legal
counsel in connection with the negotiation of his new employment agreement
of $12,000.
|
(9)
|
Includes
non-qualified supplemental retirement contributions under our non-stock
deferred compensation plan of $18,994 and 401(k) matching and profit
sharing contributions of $19,088. Also includes the value of a
leased automobile provided to Ms. York of $11,780, and club dues paid on
behalf of Ms. York of $10,316.
|
(10)
|
Includes
non-qualified supplemental retirement contributions under our stock
deferred compensation plan of $25,464, and 401(k) matching and profit
sharing contributions of $19,088. Also includes the value of a
leased automobile provided to Mr. Panos of $9,870, and club dues paid on
behalf of Mr. Panos of $11,167.
|
(11)
|
Includes
non-qualified supplemental retirement contributions under our stock
deferred compensation plan of $21,739, supplemental health and life
insurance premiums paid on Mr. Santo’s behalf of $10,950 and 401(k)
matching and profit sharing contributions of $19,088. Also,
includes director fees of $27,900, which were deferred pursuant to our
stock deferred compensation plan. In addition, includes the
value of a leased automobile provided to Mr. Santo of $5,503 and club dues
paid on behalf of Mr. Santo of
$8,845.
|
(12)
|
No
compensation information is provided for Ms. Bouman for 2006 because she
was not included in the summary compensation table in the Company’s last
annual meeting proxy statement.
|
(13)
|
Includes
non-qualified supplemental retirement contributions under our stock
deferred compensation plan of $27,148, 401(k) matching and profit sharing
contributions of $19,088, supplemental health insurance payments of $6,937
and the value of a leased automobile provided to Ms. Bouman of
$12,034. Also includes a gross lump sum cash payment of
$853,185 in October 2007, which represented a contractual payment due to
Ms. Bouman following the first anniversary of the completion of the
Company’s August 2006 acquisition of First Oak
Brook.
|
(14)
|
Includes
a gross lump sum cash payment of $3,965,000 to be made to Mr. Rieser on
April 24, 2008 pursuant to his Separation and Settlement Agreement with
the Company, as well as the payment of $25,000 to Mr. Rieser’s legal
counsel for the drafting and negotiation of that agreement and
reimbursement of expenses totaling $20,000 incurred by Mr. Rieser for a
departure party he arranged, as provided for under that
agreement. Also includes the following amounts paid by the
Company to or on behalf of Mr. Rieser for the portion of the year he was
employed by the Company: non-qualified supplemental retirement
contribution under a non-stock deferred compensation plan of $13,058,
amounts paid to Mr. Rieser with respect to certain life insurance
agreements of $44,840, supplemental health insurance payments of $12,635,
the value of an automobile provided to Mr. Rieser of $7,092, and club dues
of $4,131. Also includes director fees of $20,400, all of which
were paid in cash.
|
Exercise
Price of Option Awards ($/Sh)
|
|||||||||||
Estimated
Possible Payouts Under Non-Equity Incentive Plan Awards(1)
|
Estimated
Future Payouts Under Equity Incentive Plan Awards
|
||||||||||
Name
|
Grant Date
|
Threshold
($) (1)
|
Target
($) (1)
|
Maximum
($) (1)
|
Threshold
($)
|
Target ($)
|
Maximum
($)
|
All
Other
Stock
Awards:
Number
of
Shares
of
Stock
or
Units (#)
(2)
|
All
Other Option
Awards:
Number
of
Securities
Underlying
Options(#)
(3)
|
Grant Date
Fair Value
of Stock
and Option
Awards(4)
|
|
Mitchell
Feiger
|
02/21/07
|
$
97,500
|
$390,000
|
$877,500
|
-
|
-
|
-
|
||||
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
5,993
|
-
|
$197,110
|
||
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
41,714
|
$32.89
|
$282,045
|
|
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
34,091
|
$40.00
|
$144,897
|
|
Total
|
$
97,500
|
$390,000
|
$877,500
|
5,993
|
75,805
|
||||||
Jill
E. York
|
02/21/07
|
$
35,375
|
$141,500
|
$318,375
|
-
|
-
|
-
|
||||
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
2,056
|
-
|
$
67,622
|
||
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
14,309
|
$32.89
|
$
96,749
|
|
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
11,695
|
$40.00
|
$
49,707
|
|
Total
|
$
35,375
|
$141,500
|
$318,375
|
2,056
|
26,004
|
||||||
Thomas
D. Panos
|
02/21/07
|
$
56,875
|
$227,500
|
$511,875
|
-
|
-
|
-
|
||||
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
2,861
|
-
|
$
94,098
|
||
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
19,909
|
$32.89
|
$134,613
|
|
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
16,271
|
$40.00
|
$
69,157
|
|
Total
|
$ 56,875
|
$227,500
|
$511,875
|
2,861
|
36,180
|
||||||
Ronald
D. Santo
|
02/21/07
|
$
40,218
|
$160,870
|
$361,959
|
-
|
-
|
-
|
||||
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
2,061
|
-
|
$
67,786
|
||
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
14,345
|
$32.89
|
$
96,992
|
|
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
11,724
|
$40.00
|
$
49,831
|
|
Total
|
$
40,218
|
$160,870
|
$361,959
|
2,061
|
26,069
|
||||||
Rosemarie
Bouman
|
|||||||||||
02/21/07
|
$ 23,500
|
$
94,000
|
$211,500
|
-
|
-
|
-
|
|||||
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
854
|
-
|
$
28,088
|
||
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5,942
|
$32.89
|
$
40,176
|
|
07/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,856
|
$40.00
|
$
20,639
|
|
Total
|
$ 23,500
|
$ 94,000
|
$211,500
|
854
|
10,798
|
||||||
Richard
M. Rieser, Jr.
|
08/25/07
|
-
|
-
|
-
|
-
|
-
|
-
|
5,604
|
-
|
$200,007
|
|
Total
|
$ -
|
$ -
|
$
-
|
5,604
|
- |
(1)
|
For
each named executive officer, represents threshold (i.e. generally the
lowest amount potentially payable), target and maximum amounts potentially
payable under 2007 annual incentive awards at the time the target award
amounts were approved by the Company’s Board of Directors on February 21,
2007. Performance less than thresholds will generally result in
a bonus of zero. Bonuses earned in excess of the target level
were paid in restricted stock granted under our Omnibus Incentive Plan
that will vest 100% two years after the grant date. The actual
amounts earned under these awards for 2007 are reflected in the Summary
Compensation Table under the “Non-Equity Incentive Plan Compensation”
column and, with regard to amounts paid in excess of target to Ms. York
and Messrs. Panos and Santo in the form of restricted stock, in footnote
(4) to that column. For additional information, see
“Compensation Discussion and Analysis--Short-Term Variable
Incentive.”
|
(2)
|
For
each named executive officer other than Mr. Rieser, represents a
restricted stock award under our Omnibus Incentive Plan that is scheduled
to vest 100% on July 25, 2010. If Mr. Santo voluntarily
terminates his employment at any time, such termination will be considered
“retirement” for purposes of his restricted stock award and the shares
will vest in full. For Mr. Rieser, represents a restricted
stock unit award under our Omnibus Incentive Plan, pursuant to his
employment agreement. This award originally was scheduled to
vest on August 25, 2011, but vesting accelerated on October 23, 2007 upon
Mr. Rieser’s termination of service, pursuant to his Separation and
Settlement Agreement with the Company. See
“Employment and Other Agreements with Named Executive Officers-Separation
and Settlement Agreement with Richard M. Rieser, Jr.” Dividends
are paid on the shares of restricted stock to the same extent and on the
same date as dividends are paid on all other outstanding shares of the
Company’s Common Stock. Dividend equivalents are paid on the
restricted stock units awarded to Mr. Rieser by crediting to him a number
of additional restricted stock units based on the per share amount of the
dividend and the market value of the Company’s Common Stock on the
dividend payment date.
|
(3)
|
For
each named executive officer other than Mr. Rieser, represents a stock
option grant under our Omnibus Incentive Plan that is scheduled to vest
100% on July 25, 2011. If Mr. Santo voluntarily terminates his
employment, his options will vest in full. As reflected in the
table, for each of these named executive officer, a portion of each grant
was made at an exercise price ($40.00) at a 21.6% premium to the market
value of our Common Stock on the grant date
($32.89).
|
(4)
|
Represents
the grant date fair value of the award determined in accordance with FAS
123R. The assumptions used in calculating the grant date fair
value of these awards are included in Note 20 of the Notes to Consolidated
Financial Statements contained in our Annual Report on Form 10-K filed
with the Securities and Exchange Commission on February 29,
2008.
|
Option Awards
|
Stock Awards
|
|||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
Market Value
of Shares
or Units
of Stock
That Have
Not Vested
($)(5)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)
|
|
Mitchell
Feiger
|
40,500(1)
|
-
|
-
|
$9.00
|
5/24/2009
|
-
|
-
|
-
|
-
|
|
37,500(1)
|
-
|
-
|
$8.00
|
7/25/2010
|
-
|
-
|
-
|
-
|
||
25,500(1)
|
-
|
-
|
$16.89
|
7/31/2011
|
-
|
-
|
-
|
-
|
||
75,000(1)
|
-
|
-
|
$21.21
|
7/18/2012
|
-
|
-
|
-
|
-
|
||
75,300(1)
|
-
|
-
|
$26.89
|
7/23/2013
|
-
|
-
|
-
|
-
|
||
-
|
38,441(1)
|
-
|
$37.06
|
8/24/2014
|
-
|
-
|
-
|
-
|
||
-
|
39,210(1)
|
-
|
$42.70
|
7/20/2015
|
-
|
-
|
-
|
-
|
||
-
|
24,451(1)
|
-
|
$40.00
|
7/26/2016
|
-
|
-
|
-
|
-
|
||
-
|
33,522(1)
|
-
|
$35.77
|
7/26/2016
|
-
|
-
|
-
|
-
|
||
-
|
34,091(1)
|
-
|
$40.00
|
7/25/2017
|
-
|
-
|
-
|
-
|
||
-
|
41,714(1)
|
-
|
$32.89
|
7/25/2017
|
-
|
-
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
4,057(2)
|
125,077
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
5,163(3)
|
159,175
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
5,993(4)
|
184,764
|
-
|
-
|
||
Total
|
253,800
|
211,429
|
-
|
15,213
|
$ 469,017
|
-
|
-
|
|||
Jill
E. York
|
22,500(1)
|
-
|
-
|
$8.83
|
8/28/2010
|
-
|
-
|
-
|
-
|
|
11,475(1)
|
-
|
-
|
$16.89
|
7/31/2011
|
-
|
-
|
-
|
-
|
||
12,900(1)
|
-
|
-
|
$21.21
|
7/18/2012
|
-
|
-
|
-
|
-
|
||
11,700(1)
|
-
|
-
|
$26.89
|
7/23/2013
|
-
|
-
|
-
|
-
|
||
-
|
7,029(1)
|
-
|
$37.06
|
8/24/2014
|
-
|
-
|
-
|
-
|
||
-
|
13,688(1)
|
-
|
$42.70
|
7/20/2015
|
-
|
-
|
-
|
-
|
||
-
|
12,037(1)
|
-
|
$35.77
|
7/26/2016
|
-
|
-
|
-
|
-
|
||
-
|
8,780(1)
|
-
|
$40.00
|
7/26/2016
|
-
|
-
|
-
|
-
|
||
-
|
14,309(1)
|
-
|
$32.89
|
7/25/2017
|
-
|
-
|
-
|
-
|
||
-
|
11,695(1)
|
-
|
$40.00
|
7/25/2017
|
-
|
-
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
1,416(2)
|
43,655
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
1,854(3)
|
57,159
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
2,056(4)
|
63,386
|
-
|
-
|
||
Total
|
58,575
|
67,538
|
-
|
5,326
|
$ 164,200
|
-
|
-
|
|||
Option Awards
|
Stock Awards
|
|||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number
of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
Market Value
of Shares
or Units
of Stock
That Have
Not Vested
($)(5)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights
That
Have Not
Vested (#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested ($)
|
|
Thomas
D. Panos
|
12,450(1)
|
-
|
-
|
$16.89
|
7/31/2011
|
-
|
-
|
-
|
-
|
|
12,750(1)
|
-
|
-
|
$21.21
|
7/18/2012
|
-
|
-
|
-
|
-
|
||
12,450(1)
|
-
|
-
|
$26.89
|
7/23/2013
|
-
|
-
|
-
|
-
|
||
-
|
8,054(1)
|
-
|
$37.06
|
8/24/2014
|
-
|
-
|
-
|
-
|
||
-
|
16,295(1)
|
-
|
$42.70
|
7/20/2015
|
-
|
-
|
-
|
-
|
||
-
|
16,419(1)
|
-
|
$35.77
|
7/26/2016
|
-
|
-
|
-
|
-
|
||
-
|
11,976(1)
|
-
|
$40.00
|
7/26/2016
|
-
|
-
|
-
|
-
|
||
-
|
19,909(1)
|
-
|
$32.89
|
7/25/2017
|
-
|
-
|
-
|
-
|
||
-
|
16,271(1)
|
-
|
$40.00
|
7/25/2017
|
-
|
-
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
1,686(2)
|
51,979
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
2,529(3)
|
77,969
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
2,861(4)
|
88,205
|
-
|
-
|
||
Total
|
37,650
|
88,924
|
-
|
7,076
|
$ 218,153
|
-
|
-
|
|||
Ronald
D. Santo (8)
|
6,750(1)
|
-
|
-
|
$21.21
|
7/18/2012
|
-
|
-
|
-
|
-
|
|
5,850(1)
|
-
|
-
|
$26.89
|
7/23/2013
|
-
|
-
|
-
|
-
|
||
-
|
3,222(1)
|
-
|
$37.06
|
8/24/2014
|
-
|
-
|
-
|
-
|
||
-
|
16,295(1)
|
-
|
$42.70
|
7/20/2015
|
-
|
-
|
-
|
-
|
||
-
|
12,190(1)
|
-
|
$35.77
|
7/26/2016
|
-
|
-
|
-
|
-
|
||
-
|
8,892(1)
|
-
|
$40.00
|
7/26/2016
|
-
|
-
|
-
|
-
|
||
-
|
14,345(1)
|
-
|
$32.89
|
7/25/2017
|
-
|
-
|
-
|
-
|
||
-
|
11,724(1)
|
-
|
$40.00
|
7/25/2017
|
-
|
-
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
1,686(2)
|
51,979
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
1,878(3)
|
57,899
|
-
|
-
|
||
-
|
-
|
-
|
-
|
-
|
2,061(4)
|
63,541
|
-
|
-
|
||
Total
|
12,600
|
66,668
|
-
|
5,625
|
$ 173,419
|
-
|
-
|
|||
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
Market
Value
of Shares
or Units
of Stock
That Have
Not Vested
($)(5)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)
|
Rosemarie
Bouman
|
3,618(6)
|
-
|
-
|
$28.46
|
1/31/2012
|
-
|
-
|
-
|
-
|
4,134(7)
|
-
|
-
|
$26.88
|
1/24/2013
|
-
|
-
|
-
|
-
|
|
7,752(6)
|
-
|
-
|
$32.60
|
1/27/2014
|
-
|
-
|
-
|
-
|
|
-
|
5,942(1)
|
-
|
$32.89
|
7/25/2017
|
-
|
-
|
-
|
-
|
|
-
|
4,856(1)
|
-
|
$40.00
|
7/25/2017
|
-
|
-
|
-
|
-
|
|
-
|
-
|
-
|
-
|
-
|
854(4)
|
26,329
|
-
|
-
|
|
15,504
|
10,798
|
854
|
26,329
|
||||||
Richard
M. Rieser, Jr.
|
17,054(6)
|
-
|
-
|
$28.46
|
10/23/2010
|
-
|
-
|
-
|
-
|
20,672(7)
|
-
|
-
|
$26.88
|
10/23/2010
|
-
|
-
|
-
|
-
|
|
15,504(6)
|
-
|
-
|
$32.60
|
1/23/2008
|
-
|
-
|
-
|
-
|
|
Total
|
53,230
|
-
|
-
|
-
|
-
|
-
|
-
|
||
(1)
|
Option
expires on tenth anniversary of grant date and vests 100% on fourth
anniversary of grant date.
|
(2)
|
Restricted
stock award scheduled to vest on July 20, 2008 (third anniversary of grant
date).
|
(3)
|
Restricted
stock award scheduled to vest on July 26, 2009 (third anniversary of grant
date).
|
(4)
|
Restricted
stock award scheduled to vest on July 25, 2010 (third anniversary of grant
date).
|
(5)
|
Reflects
the value as calculated based on the closing price of our Common Stock on
December 31, 2007 of $30.83.
|
(6)
|
Option
originally granted by First Oak Brook and vested in 2005. We
assumed this option upon completion of our acquisition of First Oak Brook
on August 25, 2006.
|
(7)
|
Option
originally granted by First Oak Brook and was scheduled to fully vest
January 24, 2011. Vesting accelerated, and we assumed this
option, upon completion of our acquisition of First Oak Brook on August
25, 2006.
|
(8)
|
In
the case of Mr. Santo, his options provide that if he voluntarily
terminates his employment after reaching age 65 (Mr. Santo turned 65 in
September 2007), his options, to the extent unvested, will vest in
full.
|
Option Awards
|
Stock Awards
|
|||
Name
|
Number
of Shares
Acquired on
Exercise (#)
|
Value
Realized
on Exercise
($)(1)
|
Number of
Shares Acquired
on Vesting (#)
|
Value Realized
on Vesting
($)(2)
|
Mitchell
Feiger
|
1,678
|
$ 26,538
|
6,477
|
$ 232,804
|
Jill
E. York
|
-
|
-
|
1,557
|
$ 56,589
|
Thomas
D. Panos
|
-
|
-
|
1,688
|
$ 61,277
|
Ronald
D. Santo
|
1,678
|
$ 31,642
|
1,282
|
$ 46,266
|
Rosemarie
Bouman
|
-
|
-
|
-
|
-
|
Richard
M. Rieser, Jr.
|
-
|
-
|
11,155
|
$
359,860
|
(1)
|
Represents
amount realized upon exercise of stock options, based on the difference
between the market value of the shares acquired at the time of exercise
and the exercise price.
|
(2)
|
Represents
the value realized upon vesting of restricted stock award, based on the
market value of the shares on the vesting date. In the case of
Mr. Rieser, the vesting of all 5,551 of his shares of restricted stock and
all 5,604 restricted stock units was accelerated on October 23, 2007
pursuant to his Separation and Settlement Agreement with the
Company. The shares underlying the restricted stock units will
be distributed to Mr. Rieser on April 24, 2008. See “Employment
and Other Agreements with Named Executive Officers—Separation and
Settlement Agreement with Richard M. Rieser,
Jr.”
|
Name
|
Plan
Name
|
Number
of
Years
Credited
Service
(#)
|
Present
Value
of
Accumulated
Benefit
($)
|
Payments
During
Last
Fiscal
Year
($)
|
Mitchell
Feiger
|
-
|
-
|
-
|
-
|
Jill
E. York
|
-
|
-
|
-
|
-
|
Thomas
D. Panos
|
-
|
-
|
-
|
-
|
Ronald
D. Santo
|
-
|
-
|
-
|
-
|
Rosemarie
Bouman
|
-
|
-
|
-
|
-
|
Richard
M. Rieser, Jr.
|
Supplemental Pension Benefit Agreement
|
20(1)
|
$2,907,971
|
$0
|
(1)
|
Although
the number of Mr. Rieser’s years of service under the Supplemental Pension
Benefit Agreement, including his employment with First Oak Brook prior to
our acquisition of First Oak Brook on August 25, 2006, is 13, he is deemed
to have 20 years of credited service. See the discussion below
regarding deemed years of service.
|
|
Nonqualified
Deferred Compensation
|
Name
|
Executive
Contributions
in
Last
FY
($)
(1)
|
Registrant
Contributions
in
Last FY
($)
(2)
|
Aggregate
Earnings
in
Last FY
($)(3)
|
Aggregate
Withdrawals/
Distributions
($)(4)
|
Aggregate
Balance
at
Last
FYE
($)
(5)
|
Mitchell
Feiger
|
$ 27,900
|
$ 170,907
|
$ (24,116)
|
$ -
|
$ 812,541
|
Jill
E. York
|
$
-
|
$ 18,994
|
$ (1,468)
|
$ -
|
$ 86,342
|
Thomas
D. Panos
|
$ -
|
$ 25,464
|
$ (6,152)
|
$ -
|
$ 151,431
|
Ronald
D. Santo
|
$ 27,900
|
$ 21,739
|
$ 31,240
|
$ -
|
$ 1,129,313
|
Rosemarie
Bouman
|
$ 99,296
|
$ 27,148
|
$ 38,343
|
$ -
|
$ 587,676
|
Richard
M. Rieser, Jr. (4)
|
$ 59,537
|
$ 13,058
|
$ 118,679
|
$ (44,552)
|
$ 1,533,924
|
(1)
|
In
the case of each of Messrs. Feiger and Santo, the amount shown represents
the deferral of 2007 director’s fees. In the case of Ms.
Bouman, the amount shown represents the deferral of salary and
bonus. In the case of Mr. Rieser, the amount shown represents
the deferral of salary earned prior to his termination of employment with
the Company effective October 23, 2007. All amounts are
reported as compensation for 2007 in the Summary Compensation Table under
the “All Other Compensation”
column.
|
(2)
|
Amount
represents contributions accrued by the Company for 2007 and paid into the
nonqualified deferred compensation plan in 2008, with the exception of Mr
Rieser, which was paid in 2007. All of the amounts shown are
reported as compensation for 2007 in the Summary Compensation Table under
the “All Other Compensation”
column.
|
(3)
|
None
of the amounts shown are reported as compensation in the Summary
Compensation Table, as these amounts do not constitute above-market or
preferential earnings as defined in the rules of the Securities and
Exchange Commission.
|
(4)
|
Per
his Separation and Settlement Agreement with the Company, amounts deferred
by Mr. Rieser prior to January 1, 2005 (and earnings thereon) are payable
in substantially equal monthly installments over five years, commencing
November 1, 2007. Amounts deferred by Mr. Rieser after December
31, 2004 (and earnings thereon) will be paid to Mr. Rieser in a lump sum
on April 24, 2008.
|
(5)
|
Of
the aggregate balances shown, the following amounts were reported as
compensation earned by the named executive officers in the Company’s
Summary Compensation Table for the last year and for prior years: Mr.
Feiger - $693,389; Ms. York - $79,865; Mr. Panos - $138,523; Mr. Santo -
$780,807; Ms. Bouman - $149,239; and Mr. Rieser - $102,875 (represents
aggregate contributions while employed by the Company for Ms. Bouman and
Mr. Rieser).
|
(1)
|
He
will receive monthly payments equal to the sum of one-twelfth of his
then-current base salary, one-twelfth of the average annual cash incentive
bonuses received by him for the two full calendar years preceding the date
of termination, and one-twelfth of the amount of the Deferred Compensation
Contribution that he otherwise would have received on the next December
31st, based on his then-current base salary. These payments will continue
until the end of the agreement’s term unless the involuntary termination
is a Non-Extension Termination, in which case the payments will continue
for 18 months after the date of termination. Under his prior
employment agreement, the monthly payments to Mr. Feiger following a
termination of his employment under these circumstances did not include an
amount for the Deferred Compensation Contribution, and the monthly
payments following a Non-Extension Termination continued for 12
months.
|
(2)
|
Mr.
Feiger will, for himself, his spouse and his eligible dependents, continue
to receive health benefit coverage generally at the Company’s sole cost,
other than co-payments and deductibles, and on terms as favorable to him
as to other executive officers of the Company, until he becomes eligible
for Medicare benefits (and for his spouse until the date that is seven
months after he becomes eligible for Medicare benefits). In the
event of Mr. Feiger’s death prior to becoming eligible for Medicare
benefits, his surviving spouse and eligible dependents will receive the
Company-provided health benefits described above until seven months after
the date on which Mr. Feiger would have been eligible for Medicare
benefits if he had survived. After Mr. Feiger becomes
eligible for Medicare benefits, he may elect to continue receiving the
health benefits described above at his sole cost for the remainder of his
lifetime. This continuation of health benefit coverage, which
is essentially the same health benefit coverage continuation as was
provided for under Mr. Feiger’s prior employment agreement, is referred to
below as the “Post-Employment Health
Benefit.”
|
(3)
|
Mr.
Feiger will receive all other accrued but unpaid amounts to which he is
entitled under the agreement, including any unpaid salary, bonus, expense
reimbursements and vested employee benefits. These amounts are
referred to below as “Accrued
Compensation.”
|
(1)
|
He
will receive any Accrued Compensation and the Post-Termination Health
Benefit.
|
(2)
|
If
the involuntary termination occurs in connection with or within 18 months
after a change in control, he also will receive a lump sum amount in cash
equal to three times the sum of his then current base salary and target
annual bonus (currently 65% of his base salary) plus an amount equal to
the present value of the annual Deferred Compensation Contributions that
otherwise would have been credited to Mr. Feiger pursuant to the agreement
on each subsequent December 31st until the later of three years after the
date of termination of employment or December 31st of the calendar year in
which Mr. Feiger would attain age
60.
|
(1)
|
he
will receive monthly until the end of the agreement’s term 1/12th of his
then current annual salary and 1/12th of the average annual amount of cash
bonuses for the two full fiscal years preceding the date of
termination;
|
(2)
|
he
will until age 65 or the current Medicare eligibility age be entitled to
the same health and dental benefits for himself and his dependents as he
and they would have been eligible for if he were still employed, subject
to reduction to the extent he receives equivalent or better benefits from
another employer and provided that Mr. Santo will bear the entire cost of
these benefits after the end of the agreement’s term. If during
the term of the agreement or while receiving the aforementioned health
benefits, Mr. Santo dies, attains age 65 or the then current Medicare
eligibility age, Mr. Santo’s spouse will be entitled to continue such
benefits until she attains age 65 or the then current Medicare eligibility
age, provided that she pays the same portion of premiums that Mr. Santo
would have paid for single coverage had he continued such
benefits. Additionally, the Bank will continue to pay the
premiums on the long-term care insurance policies owned by Mr. Santo and
his spouse, and, upon Mr. Santo’s attaining age 65 or the current Medicare
eligibility age, he and his spouse will, provided he meets specified
Medicare eligibility criteria, receive coverage under a Medicare
Supplemental Insurance Plan, provided that the Bank’s obligations to pay
the premiums on the long-term care policies and the Medicare Supplemental
Insurance plan will not exceed an annual aggregate cost of $25,000 or,
upon the death of either Mr. Santo or his spouse, $12,500 (the “Continued
Health Coverage”);
|
(3)
|
there
will be full vesting of any unvested stock options granted to him under
the Company’s Omnibus Incentive Plan (or any successor plan), which
options will remain exercisable for at least one year (or until the
expiration dates of such options, if earlier), as stated in the original
option agreements;
|
(4)
|
there
will generally be full vesting of any other unvested amounts under other
benefit plans in which he is a
participant;
|
(5)
|
he
will have the opportunity to purchase the key man life insurance policy
maintained for him by the Bank for its then cash surrender value;
and
|
(6)
|
the
Bank will continue to provide during the remaining term of the agreement
the group term life insurance benefit maintained for Mr. Santo at the same
premium cost to him, or, if the Bank is unable to provide such group term
life insurance, Mr. Santo will be entitled to convert such coverage to an
individual insurance policy.
|
(1)
|
a
lump sum amount in cash equal to his annual base salary, prorated for
unpaid vacation taken in the prior calendar year, multiplied by
2.99;
|
(2)
|
a
lump sum amount equal to his average annual bonus over the prior three
fiscal years, multiplied by 2.99 (provided that for these purposes, the
bonuses earned by Mr. Santo in each of 2002, 2003 and 2004 will be
increased by $100,000);
|
(3)
|
all
stock options awarded to him under the Company’s Omnibus Incentive Plan
will be treated in accordance with the terms and conditions of the Omnibus
Incentive Plan;
|
(4)
|
immediate
vesting and payment of his other benefits, to the extent allowed under the
applicable plan, under all non-qualified retirement plans of the Bank and
its affiliates in which he
participates;
|
(5)
|
the
continuation for three years of the group term life insurance benefit
maintained for Mr. Santo at the same premium cost to him, or, if the Bank
is unable to provide such group term life insurance, Mr. Santo will be
entitled to convert such coverage to an individual insurance policy,
without regard to the federal income tax consequences of that
continuation;
|
(6)
|
the
Continued Health Coverage; and
|
(7)
|
he
will have the opportunity to purchase the key man life insurance policy
maintained for him by the Bank for its then cash surrender
value.
|
(1)
|
a
lump sum amount in cash equal to the executive’s annual base salary
multiplied by two;
|
(2)
|
a
lump sum amount in cash equal to the executive’s average annual bonus over
the last two complete fiscal years multiplied by
two;
|
(3)
|
immediate
vesting of all of the executive’s benefits under all non-qualified
retirement plans of the Bank and its affiliates in which the executive
participates, subject, in the case of stock options, to the terms of the
plan under which they were granted;
and
|
(4)
|
continuation
of health, dental, long-term disability and group term life insurance
coverage at the same premium cost to the executive until the second
anniversary of the executive’s termination date, subject to earlier
discontinuation if the executive receives substantially similar benefits
from a subsequent employer.
|
·
|
death
or disability,
|
·
|
retirement
after age 65,
|
·
|
a
requirement that the executive, without his or her consent, work at a
location that is not within a 35 mile radius of downtown Chicago,
Illinois, other than reasonable travel
requirements,
|
·
|
a
reduction in the executive’s base annual salary without his or her
consent, unless the reduction occurs at least six months prior to a change
in control and is applied on a uniform and equitable basis to all members
of senior management, or
|
·
|
a
material reduction in the executive’s contractual incentive or bonus
compensation or benefits, if any, without his or her
consent.
|
Termination
Scenario
|
Annual
Compensation
Continuation
($)
|
Health
Coverage
Continuation
($)(2)
|
Accelerated
Vesting of
Stock
Options
and
Accelerated
Vesting
of
Restricted
Stock
($)(4)
|
Lump
Sum
Change
in
Control
Amount
($)(5)
|
Tax
Gross Up
Payment
($)(6)
|
If
termination for cause occurs
|
$
-
|
$
-
|
$ -
|
$ -
|
$
-
|
If
voluntary termination (not constituting “involuntary termination” under
Employment Agreement) occurs
|
$
-
|
$ 234,548
|
$ -
|
$ -
|
$
-
|
If
“involuntary termination” under Employment Agreement (not in connection
with or after change in control) occurs
|
$2,450,563(1)
|
$ 234,548
|
$469,017
|
$ -
|
$
-
|
If
“involuntary termination” under Employment Agreement in connection with or
after change in control occurs
|
$
-
|
$
234,548
|
$469,017
|
$3,974,775
|
$1,779,115
|
If
termination occurs as a result of disability
|
$ 125,400(3)
|
$ 234,548
|
$469,017
|
$
-
|
$
-
|
If
termination occurs as a result of death
|
$
-
|
$ 156,365
|
$469,017
|
$
-
|
$
-
|
(1)
|
Represents the present value,
assuming a discount rate of 5%, of the total compensation continuation
payments which are payable monthly to Mr. Feiger under his employment
agreement for the applicable period, as described under “Employment and
Other Agreements with Named Executive Officers-Employment Agreement with
Mitchell Feiger.” Assuming a termination on December 31, 2007,
the monthly payment amount would be $76,031. In the case of an
“involuntary termination” (as defined in Mr. Feiger’s employment agreement
– see “Employment and Other Agreements with Named Executive
Officers-Employment Agreement with Mitchell Feiger”) not in connection
with or after a change in control, these payments would continue through
December 14, 2010; provided, however, that if the involuntary termination
were a “Non-Extension Termination,” (as defined in Mr. Feiger’s employment
agreement – see “Employment and Other Agreements with Named Executive
Officers–Employment Agreement with Mr. Feiger”), payments would continue
only through June 30, 2009, resulting in a present value of total
payments, assuming a discount rate of 5%, of $1,315,865 instead of
$2,450,563.
|
(2)
|
Represents
the approximate cost of providing the “Post-Employment Health Benefit”
described under “Employment and Other Agreements with Named Executive
Officers-Employment Agreement with Mitchell Feiger.” Amount
shown represents the present value of the aggregate premium payments to be
made by the Company, assuming a 5% annual increase in premiums and a
discount rate of 5%. If the event of Mr. Feiger’s death, the
Company will continue to provide this benefit to Mr. Feiger’s surviving
spouse and eligible dependents.
|
(3)
|
Represents
the present value of the total salary continuation payments payable to Mr.
Feiger pursuant to his employment agreement, assuming a discount rate of
5% and further assuming that the Board of Directors exercises its right to
discontinue these payments six months after it has determined that Mr.
Feiger has become entitled to benefits under a disability plan or is
otherwise unable to fulfill his duties under the employment
agreement.
|
(4)
|
The
terms of Mr. Feiger’s stock options provide that all unvested options will
vest in full in the event his employment is terminated due to disability
or death. Because the closing price of our Common Stock on
December 31, 2007 ($30.83) was less than the exercise price of each of Mr.
Feiger’s unvested options as of that date, no acceleration value for stock
options is reflected in the amount in the table for those termination
scenarios. The terms of Mr. Feiger’s restricted stock awards
provide that all unvested shares of restricted stock vest in the case of
termination due to death, disability or involuntary termination without
cause. The amount in the table reflects the value of the shares
of restricted stock vested as a result of the assumed termination event,
based on the $30.83 closing price of our Common Stock on December 31,
2007.
|
(5)
|
Represents
lump sum amount payable to Mr. Feiger under his employment agreement in
the event his employment is “involuntarily terminated” in connection with
or following a change in control of the Company, as described under
“Employment and Other Agreements with Named Executive Officers-Employment
Agreement with Mitchell Feiger.”
|
(6)
|
Represents
tax gross up payment payable to Mr. Feiger under the circumstances
described under “Employment and Other Agreements with Named Executive
Officers-Tax Gross Up
Agreements.”
|
Termination
Scenario
|
Lump
Sum
Change
in
Control
Amount
($)(1)
|
Continuation
of
Health,
Disability
and
Group
Life
Insurance
Benefits
($)(2)
|
Accelerated
Vesting of
Stock
Options
and
Accelerated
Vesting
of
Restricted
Stock
($)(3)
|
Tax
Gross Up
Payment
($)(4)
|
If
termination for cause occurs
|
$ -
|
$ -
|
$ -
|
$
-
|
If
voluntary termination (not for “Good Reason,” as defined in change in
control severance agreement) occurs
|
$ -
|
$ -
|
$ -
|
$
-
|
If
involuntary termination other than for cause, or voluntary
termination for Good Reason, not in connection with or after
change in control, occurs
|
$ -
|
$ -
|
$
164,201
|
$
-
|
If
involuntary termination other than for cause, or voluntary termination for
Good Reason, occurs in connection with or within 24 months after change in
control
|
$ 790,482
|
$
28,055
|
$
164,201
|
$ 308,395
|
If
termination occurs as a result of disability
|
$ -
|
$ -
|
$
164,201
|
$
-
|
If
termination occurs as a result of death
|
$ -
|
$ -
|
$
164,201
|
$
-
|
(1)
|
Represents
lump sum amount payable to Ms. York under her change in control severance
agreement, as described under “Employment and Other Agreements with Named
Executive Officers-Change in Control Severance
Agreements.”
|
(2)
|
Represents
the approximate cost of providing the continued health, dental, group life
and disability benefit coverage for two years to Ms. York under her change
in control severance agreement. Amount shown represents the
present value of the portion of premium payments made by the Bank,
assuming a 5% annual increase in premiums and a discount rate of
5%.
|
(3)
|
The
terms of Ms. York’s stock options provide that all unvested options will
vest in full in the event her employment is terminated due to
disability. Because the closing price of our Common Stock on
December 31, 2007 ($30.83) was less than the exercise price of each of Ms.
York’s unvested options as of that date, no acceleration value for stock
options is reflected in the amount in the table for that termination
scenario. The terms of Ms. York’s restricted stock awards
provide that all unvested shares of restricted stock vest in the case of
termination due to death, disability or involuntary termination without
cause. The amount in the table reflects the value of the shares
of restricted stock vested as a result of the assumed termination event,
based on the $30.83 closing price of our Common Stock on December 31,
2007.
|
(4)
|
Represents
tax gross up payment payable to Ms. York under the circumstances described
under “Employment and Other Agreements with Named Executive Officers-Tax
Gross Up Agreements.”
|
Termination
Scenario
|
Lump
Sum
Change
in
Control
Amount
($)(1)
|
Continuation
of
Health,
Disability
and
Group
Life
Insurance
Benefits
($)(2)
|
Accelerated
Vesting of
Stock
Options
and
Accelerated
Vesting
of
Restricted
Stock
($)(3)
|
Tax
Gross Up
Payment
($)(4)
|
If
termination for cause occurs
|
$ -
|
$ -
|
$ -
|
$
-
|
If
voluntary termination (not for “Good Reason,” as defined in change in
control severance agreement) occurs
|
$ -
|
$ -
|
$ -
|
$
-
|
If
involuntary termination other than for cause, or voluntary termination for
Good Reason, not in connection with or after change in control,
occurs
|
$ -
|
$ -
|
$
218,153
|
$
-
|
If
involuntary termination other than for cause, or voluntary termination for
Good Reason, occurs in connection with or within 24 months
after change in control
|
$
937,641
|
$
18,339
|
$
218,153
|
$
-
|
If
termination occurs as a result of disability
|
$ -
|
$ -
|
$
218,153
|
$
-
|
If
termination occurs as a result of death
|
$ -
|
$ -
|
$
218,153
|
$
-
|
(1)
|
Represents
lump sum amount payable to Mr. Panos under his change in control severance
agreement, as described under “Employment and Other Agreements with Named
Executive Officers-Change in Control Severance
Agreements.”
|
(2)
|
Represents
the approximate cost of providing the continued health, dental, group life
and disability benefit coverage for two years to Mr. Panos under his
change in control severance agreement. Amount shown represents
the present value of the portion of premium payments made by the bank,
assuming a 5% annual increase in premiums and a discount rate of
5%.
|
(3)
|
The
terms of Mr. Panos’ stock options provide that all unvested options will
vest in full in the event his employment is terminated due to
disability. Because the closing price of our Common Stock on
December 31, 2007 ($30.83) was less than the exercise price of each of Mr.
Panos’ unvested options as of that date, no acceleration value for stock
options is reflected in the amount in the table for that termination
scenario. The terms of Mr. Panos’ restricted stock awards
provide that all unvested shares of restricted stock vest in the case of
termination due to death, disability or involuntary termination without
cause. The amount in the table reflects the value of the shares
of restricted stock vested as a result of the assumed termination event,
based on the $30.83 closing price of our Common Stock on December 31,
2007.
|
(4)
|
Based
on the amounts shown in the table, no tax gross up payment would be
payable to Mr. Panos under his tax gross up agreement. See
“Employment and Other Agreements with Named Executive Officers-Tax Gross
Up Agreements.”
|
Termination
Scenario
|
Salary
and
Bonus
Continuation
($)(1)
|
Continued
Health
and
Long-
Term
Care
Benefits
($)(2)
|
Accelerated
Vesting
of
Stock
Options
and
Restricted
Stock
($)(4)
|
Continuation
of
Group
Term
Life
Insurance
Benefit
($)(5)
|
Supplemental
Life
Insurance
Policy
Death
Benefit
($)(6)
|
Payment
of
Change
in
Control
Lump
Sum
Amount
($)(7)
|
Tax
Gross Up
Payment
($)(8)
|
If
termination for cause occurs
|
$
-
|
$
-
|
$
-
|
$ -
|
$ -
|
$
-
|
$
-
|
If
voluntary termination occurs (not constituting “involuntary termination”
under Employment Agreement)
|
$
-
|
$
156,540
|
$ 173,419
|
$
-
|
$ -
|
$
-
|
$
-
|
If
“involuntary termination” under Employment Agreement (not in
connection with or after change in control) occurs
|
$
1,152,252
|
$
156,540
|
$ 173,419
|
$
17,970
|
$ -
|
$
-
|
$
-
|
If
“involuntary termination” under Employment Agreement occurs in
connection with or within 24 months after change in
control
|
$
-
|
$
156,540
|
$ 173,419
|
$ 19,864
|
$
-
|
$1,391,394
|
$ 475,794
|
If
termination occurs as a result of disability
|
$
34,966(3)
|
$
156,540
|
$ 173,419
|
$ -
|
$ -
|
$
-
|
$
-
|
If
termination occurs as a result of death
|
$
-
|
$ 84,698
|
$ 173,419
|
$ -
|
$
265,000
|
$ -
|
$
-
|
(1)
|
Represents
the present value, assuming a discount rate of 5%, of the total salary and
bonus continuation payments which are payable monthly to Mr. Santo under
his employment agreement for the applicable period described under
“Employment and Other Agreements with Named Executive Officers-Employment
Agreement with Ronald D. Santo.” Assuming a termination on
December 31, 2007, the monthly payment amount would be $33,785, and these
monthly payments would continue through November 1, 2010. These
monthly payments are subject to reduction for income earned from another
company during the payout period; the amount in the table assumes no such
reduction. In the case of voluntary termination that does not
constitute “involuntary termination” (as defined in Mr. Santo’s employment
agreement – see “Employment and Other Agreements with Named Executive
Officers-Employment Agreement with Ronald D. Santo”), Mr. Santo’s
agreement provides for a final pro-rated annual bonus consistent with the
year-end bonus practices. No value was assigned to this award
in the table above under the scenario of voluntary
termination.
|
(2)
|
Represents
the approximate cost of providing the “Continued Health Coverage”
described under “Employment Agreements with Named Executive
Officers-Employment Agreement with Ronald D. Santo.” As
explained in greater detail under that section, the “Continued Health
Coverage” is basically comprised of (i) lifetime coverage of continued
health benefits for Mr. Santo and continued coverage for his spouse
through age 65 (Mr. Santo attained age 65 in September 2007); (ii)
lifetime coverage of continued premium payments by the Bank on long-term
care insurance policies maintained for Mr. Santo and his spouse; and (iii)
lifetime coverage under a Medicare Supplemental Insurance Plan starting at
age 65 for Mr. Santo and his spouse; provided, however, that the annual
costs to the Bank under (ii) and (iii) are not to exceed $25,000 (or
$12,500 upon the death of Mr. Santo or his spouse). The
amount shown in the table represents the aggregate present value of the
portion of the premium payments to be made by the Bank, assuming a 5%
annual increase in premiums and a discount rate of 5%, and, in the case of
the Continued Health Coverage benefit, using a life expectancy of 16
years, starting at age 65.
|
(3)
|
Represents
the present value of the total salary continuation payments payable to Mr.
Santo pursuant to his employment agreement, assuming a discount rate of 5%
and further assuming that the Board of Directors exercises its right to
discontinue these payments six months after it has determined that Mr.
Santo has become entitled to benefits under a disability plan or is
otherwise unable to fulfill his duties under the employment
agreement.
|
(4)
|
The
terms of Mr. Santo’s stock options provide that all unvested options will
vest in full in the event his employment is voluntarily or involuntarily
terminated other than for cause, or terminated due to disability or
death. Because the closing price of our Common Stock on
December 31, 2007 ($30.83) was less than the exercise price of each of Mr.
Santo’s unvested options as of that date, no acceleration value for stock
options is reflected in the amount in the table for those termination
scenarios. The terms of Mr. Santo’s restricted stock awards
provide that all unvested shares of restricted stock vest in the case of
voluntary termination, involuntary termination without cause, or
termination due to death or disability. The amount in the table reflects
the value of the shares of restricted stock vested as a result of the
assumed termination event, based on the $30.83 closing price of our Common
Stock on December 31, 2007.
|
(5)
|
Mr.
Santo’s employment agreement provides for the continuation of group term
life insurance under the indicated termination scenarios, at the same
premium cost to Mr. Santo. In the case of involuntary
termination not in connection with or after a change in control, this
benefit is provided for the remaining term of the agreement (i.e., through
November 1, 2010, assuming a termination on December 31,
2007). In the case of involuntary termination in connection
with or after a change in control, this benefit is provided for three
years after the termination (i.e., through December 31, 2010, assuming a
termination on December 31, 2007), and Mr. Santo is reimbursed for the
taxes incurred on such benefit.
|
(6)
|
Amount
in table represents death benefit payable under supplemental life
insurance policy maintained by the Bank for Mr. Santo. In
addition, Mr. Santo’s employment agreement provides that if his employment
is voluntarily terminated or involuntarily terminated (regardless of
whether in connection with or after a change in control), he has the
option to purchase a key man life insurance policy maintained by the Bank
on his life for the cash surrender value of the policy (as of December 31,
2007, the death benefit payable under this key man policy was $380,800 and
the cash surrender value was
$26,394).
|
(7)
|
Represents
lump sum amount payable to Mr. Santo under his employment agreement in the
event his employment is involuntarily terminated in connection with or
within 24 months after a change in control of the Company, as described
under “Employment and Other Agreements with Named Executive
Officers-Employment Agreement with Ronald D.
Santo.”
|
(8)
|
Represents
tax gross up payment payable to Mr. Santo under the circumstances
described under “Employment and Other Agreements with Named Executive
Officers-Tax Gross Up Agreements.”
|
Termination
Scenario
|
Lump
Sum
Change
in
Control
Amount
($)(1)
|
Continuation
of
Health,
Disability
and
Group
Life
Insurance
Benefits
($)(2)
|
Accelerated
Vesting
of Stock
Options
and
Accelerated
Vesting
of
Restricted
Stock
($)(3)
|
Tax
Gross Up
Payment
($)(4)
|
If
termination for cause occurs
|
$ -
|
$ -
|
$
-
|
$
-
|
If
voluntary termination (not for “Good Reason,” as defined in change in
control severance agreement) occurs
|
$ -
|
$ -
|
$
-
|
$
-
|
If
involuntary termination other than for cause, or voluntary termination for
Good Reason, not in connection with or after change in control,
occurs
|
$ -
|
$ -
|
$
26,329
|
$
-
|
If
involuntary termination other than for cause, or voluntary termination for
Good Reason, occurs in connection with or within 24 months
after change in control
|
$
818,686
|
$
28,055
|
$
26,329
|
$
-
|
If
termination occurs as a result of disability
|
$ -
|
$ -
|
$
26,329
|
$
-
|
If
termination occurs as a result of death
|
$ -
|
$ -
|
$
26,329
|
$
-
|
(1)
|
Represents
lump sum amount payable to Ms. Bouman under her change in control
severance agreement, as described under “Employment and Other Agreements
with Named Executive Officers-Change in Control Severance
Agreements.”
|
(2)
|
Represents
the approximate cost of providing the continued health, dental, group life
and disability benefit coverage for two years to Ms. Bouman under her
change in control severance agreement. Amount shown represents
the present value of the portion of premium payments made by the bank,
assuming a 5% annual increase in premiums and a discount rate of
5%.
|
(3)
|
The
terms of Ms. Bouman’s stock options provide that all unvested options will
vest in full in the event her employment is terminated due to
disability. Because the closing price of our Common Stock on
December 31, 2007 ($30.83) was less than the exercise price of each of Ms.
Bouman’s unvested options as of that date, no acceleration value for stock
options is reflected in the amount in the table for that termination
scenario. The terms of Ms. Bouman’s restricted stock awards
provide that all unvested shares of restricted stock vest in the case of
termination due to death, disability or involuntary termination without
cause. The amount in the table reflects the value of the shares
of restricted stock vested as a result of the assumed termination event,
based on the $30.83 closing price of our Common Stock on December 31,
2007.
|
(4)
|
Based
on the amounts shown in the table, no tax gross up payment would be
payable to Ms. Bouman under her tax gross up agreement. See
“Employment and Other Agreements with Named Executive Officers-Tax Gross
Up Agreements.”
|
·
|
a
fee for each regular Board meeting attended of $2,900, increased to
$3,000;
|
·
|
a
fee for each special Board meeting attended of $1,450, increased to
$1,500;
|
·
|
a
fee for each committee meeting attended of $900, increased to $1,000;
and
|
·
|
a
fee for each Executive Loan Committee meeting attended of $400, increased
to $1,000.
|
·
|
Board
members (other than the Chairman), increased from $22,000 to
$26,000;
|
·
|
the
Chairman of the Board, increased from $45,000 to
$50,000;
|
·
|
the
Compliance and Audit Committee chairperson, increased from $1,300 to
$5,000; and
|
·
|
the
Organization and Compensation Committee chairperson, and the Nominating
and Corporate Governance Committee chairperson, each increased from $1,300
to $3,500.
|
Name
|
Fees
Earned
or
Paid in
Cash
($)
(2)
|
Stock
Awards
($) (3)
|
Option
Award(s)
($) (4)
|
Non-Equity
Incentive
Plan Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation Earnings
|
All
Other
Compensation
($)
|
Total
($)
|
David
P. Bolger
|
-
|
27,261
|
31,384
|
-
|
-
|
-
|
58,645
|
Robert
S. Engelman, Jr. (1)
|
50,568
|
-
|
-
|
-
|
-
|
-
|
50,568
|
Charles
J. Gries
|
74,068
|
-
|
-
|
-
|
-
|
-
|
74,068
|
James
N. Hallene
|
-
|
24,158
|
47,618
|
-
|
-
|
-
|
71,776
|
Thomas
H. Harvey
|
77,334
|
-
|
-
|
-
|
-
|
-
|
77,334
|
Patrick
Henry
|
64,751
|
-
|
-
|
-
|
-
|
-
|
64,751
|
Richard
J. Holmstrom
|
19,940
|
-
|
46,528
|
-
|
-
|
-
|
66,468
|
Karen
J. May
|
39,996
|
-
|
13,332
|
-
|
-
|
-
|
53,328
|
(1)
|
Mr.
Engelman, a former Chief Executive Officer of one of the Company’s
predecessors, receives a fixed annual lifetime retirement benefit of
$225,000 pursuant to his supplemental executive retirement plan with the
Bank. Pursuant to his employment agreement entered into in
October 1998, Mr. Engelman also receives lifetime health benefits for
himself and his dependents, provided that Mr. Engelman reimburses the
Company for the COBRA premium. See “Certain
Transactions”.
|
(2)
|
Includes
amounts deferred under our stock and non-stock deferred compensation plan,
as follows: Mr. Engelman - $50,568 in non-stock deferred compensation
plan; Mr. Gries - $74,068 in stock deferred compensation plan; Mr.
Harvey - $77,334 in non-stock deferred compensation plan; Mr. Henry -
$64,751 in non-stock deferred compensation plan; Mr. Holmstrom - $19,940
in non-stock deferred compensation plan and Ms. May $39,996 in stock
deferred compensation plan.
|
(3)
|
Reflects
the dollar amount recognized for financial statement reporting purposes
for the year ended December 31, 2007, in accordance with FAS 123R, of
restricted stock granted under the Omnibus Incentive Plan. The assumptions
used in the calculation of these amounts are included in Note 20 of the
Notes to Consolidated Financial Statements contained in the Company’s
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 29, 2008. The restricted stock grants
for which expense is shown in the table include grants in 2007 for
director fees in lieu of cash of 922 shares to Mr. Bolger and 605 shares
to Mr. Hallene, which had grant date fair values calculated in accordance
with FAS 123R of $31,363 and $20,411, respectively. These 2007 restricted
stock grants to Messrs. Hallene and Henry were the only shares of
restricted stock held by these directors as of December 31,
2007.
|
(4)
|
Reflects
the dollar amounts recognized for financial statement reporting purposes
for the year ended December 31, 2007, in accordance with FAS 123R of stock
options granted under the Company’s Omnibus Incentive Plan. The assumptions
used in the calculation of these amounts are included in Note 20 of the
Notes to Consolidated Financial Statements contained in the Company’s
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 29, 2008. The option grants for which
expense is shown in the table include grants in 2007 for director fees in
lieu of cash to Messrs. Bolger, Hallene, and Holmstrom and Ms. May for
5,800, 9,029, 8,634 and 2,443 shares, which option awards vested
immediately upon grant. As of December 31, 2007, total shares
underlying stock options held by the directors were as follows: Mr. Bolger
– 8,936 shares; Mr. Gries – 2,550 shares; Mr. Hallene – 25,661 shares; Mr.
Henry – 13,142 shares; Mr. Holmstrom – 25,111 shares; and Ms. May – 6,221
shares.
|
·
|
the
removal of a director for cause;
|
·
|
the
amendment of our bylaws by
stockholders;
|
·
|
certain
business combinations with beneficial owners of more than 14.9% of the
outstanding shares of our Common Stock, except where the transaction has
been approved by a majority of our disinterested directors or certain fair
price and procedure requirements have been
met;
|
·
|
our
purchase of any equity security of the Company held by a person
beneficially owning 5% or more of the outstanding shares of our Common
Stock, except where the price we have paid is not above market value or
the transaction falls within other exceptions;
and
|
·
|
the
amendment of certain provisions of our
charter.
|
|
Mitchell
Feiger
|
|
President
and Chief Executive Officer
|