VLY » Topics » 2. Definitions

This excerpt taken from the VLY 10-K filed Feb 27, 2009.

Definitions

1.1 “Average Annual Compensation” shall mean the Participant’s highest average annual Compensation averaged over the five (5) highest consecutive calendar years with the Company preceding the calendar year in which the Participant attains his or her Normal Retirement Date or otherwise terminates his or her employment.

1.2 “Average Social Security Limit” shall mean one-twelfth of the average annual amount of wages covered under the Federal Insurance Contribution Act during the period of calendar years ending with the first year preceding such calculation date and starting with the later of the 35th year preceding such date or the year 1959.

1.3 “BEP Benefit” means the annual retirement benefit payable pursuant to the terms of this Plan.

1.4 “Board of Directors” means the Board of Directors of Valley National Bancorp.

1.5 “Change in Control” means any of the following events, provided that such event constitutes a “change in control” under Section 409A of the Code: (i) when Valley National Bancorp (“Valley”) or a Subsidiary acquires actual knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than an affiliate of Valley or a Subsidiary or an employee benefit plan established or maintained by Valley, a Subsidiary or any of their respective affiliates, is or becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act) directly or indirectly, of securities of Valley representing more than twenty-five percent (25%) of the combined voting power of Valley’s then outstanding securities (a “Control Person”), (ii) upon the first purchase of Valley’s common stock pursuant to a tender or exchange offer (other than a tender or exchange offer made by Valley, a Subsidiary or an employee benefit plan established or

 

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maintained by Valley, a Subsidiary or any of their respective affiliates), (iii) the consummation of (A) a transaction, other than a Non-Control Transaction, pursuant to which Valley is merged with or into, or is consolidated with, or becomes the subsidiary of another corporation, (B) a sale or disposition of all or substantially all of Valley’s assets or (C) a plan of liquidation or dissolution of Valley, (iv) if during any period of two (2) consecutive years, individuals (the “Continuing Directors”) who, at the beginning of such period constitute the Board, cease for any reason to constitute at least 60% thereof or, following a Non-Control Transaction, 60% of the board of directors of the Surviving Corporation; provided that any individual whose election or nomination for election as a member of the Board (or, following a Non-Control Transaction, the board of directors of the Surviving Corporation) was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director, or (v) upon a sale of (A) common stock of the Valley National Bank, a Subsidiary (the “Bank”), if after such sale any person (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act) other than Valley, an employee benefit plan established or maintained by Valley or a Subsidiary, or an affiliate of Valley or a Subsidiary, owns a majority of the Bank’s common stock or (B) all or substantially all of the Bank’s assets (other than in the ordinary course of business). No person shall be considered a Control Person for purposes of clause (i) above if (A) such person is or becomes the beneficial owner, directly or indirectly, of more than ten percent (10%) but less than twenty-five percent (25%) of the combined voting power of Valley’s then outstanding securities if the acquisition of all voting securities in excess of ten percent (10%) was approved in advance by a majority of the Continuing Directors then in office or (B) such person acquires in excess of ten percent (10%) of the combined voting power of Valley’s then outstanding voting securities in violation of law and by order of a court of competent jurisdiction, settlement or otherwise, disposes or is required to dispose

 

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of all securities acquired in violation of law. For purposes of this paragraph: (I) Valley will be deemed to have become a subsidiary of another corporation if any other corporation (which term shall include, in addition to a corporation, a limited liability company, partnership, trust, or other organization) owns, directly or indirectly, 50 percent or more of the total combined outstanding voting power of all classes of stock of Valley or any successor to Valley; (II) “Non-Control Transaction” means a transaction in which Valley is merged with or into, or is consolidated with, or becomes the subsidiary of another corporation pursuant to a definitive agreement providing that at least 60% of the directors of the Surviving Corporation immediately after the transaction are persons who were directors of Valley on the day before the first public announcement relating to the transaction; (III) the “Surviving Corporation” in a transaction in which Valley becomes the subsidiary of another corporation is the ultimate parent entity of Valley or Valley’s successor; (IV) the “Surviving Corporation” in any other transaction pursuant to which Valley is merged with or into another corporation is the surviving or resulting corporation in the merger or consolidation; and (V) the capitalized term “Subsidiary” means any corporation in an unbroken chain of corporations, beginning with Valley, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

1.6 “Company” means Valley National Bancorp, Valley National Bank, any successors thereto, and any of the Company’s subsidiaries which adopts the Plan with the consent of the Board of Directors.

1.7 “Compensation” shall mean a Participant’s annual rate of base earnings (excluding overtime and any other forms of additional compensation) paid to him or her for each

 

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calendar year effective as of each January 1. In addition, Compensation shall include all bonus payments paid to a Participant in a given calendar year.

1.8 “Compensation Committee” means the Human Resources and Compensation Committee of the Board of Directors.

1.9 “Disability” or “Disabled” shall mean, with respect to a Participant, that the Participant has become mentally or physically disabled such that he or she is, or is reasonably expected to be, unable to perform the usual and customary duties of his or her position for a period of long and continued duration. For this purpose, the determination of a Participant’s Disability shall be determined by the Compensation Committee, in its sole but reasonable discretion. The Compensation Committee shall consult with one physician of its choosing and one physician of the subject Participant’s choosing in helping it to determine the existence and extent of the Participant’s Disability.

1.10 “Effective Date” of this amendment and restatement shall mean January 1, 2009.

1.11 “Eligible Employee” means an officer employed by the Company who is a participant in the Pension Plan and whose Compensation exceeds the limit on compensation under Section 401(a)(17) of the Code.

1.12 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.13 “Normal Retirement Date” means the Normal Retirement Date as defined in the Pension Plan.

1.14 “Participant” means an Eligible Employee who becomes a Participant pursuant to Article II.

 

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1.15 “Participation Agreement” means the written agreement between the Company and the Participant setting forth certain provisions related to the Plan, incorporating the terms and conditions of the Plan and authorizing an Eligible Employee’s participation in the Plan.

1.16 “Payment Election” means the Participant’s election as to the time and form of payment of his or her BEP Benefit upon a Termination from Employment.

1.17 Pension Plan” means the Valley National Bank Pension Plan.

1.18 “Pension Plan Benefit” means the annual retirement benefit payable to or on account of a Participant from the Pension Plan.

1.19 “Plan” means this Valley National Bancorp Benefit Equalization Plan, as set forth herein, as amended from time to time.

1.20 Plan Administrator” means the Valley National Bancorp or any committee designated by the Board of Directors.

1.21 “Plan Year” means each twelve (12) consecutive month period commencing each January 1 and ending on the following December 31.

1.22 “Separation from Service” shall occur when the Participant dies, retires, or otherwise has a Termination from Employment (as defined under Section 409A of the Code) with the Company.

1.23 “Years of Credited Service” means years of Credited Service as defined in the Pension Plan. Notwithstanding the foregoing, a Participant who served as a chief executive officer of a bank that the Company acquired after 1990 and who became an executive vice president of the Company upon the acquisition of said bank, shall be credited with additional Years of Credited Service equal to 25% of the number of years such Participant served as the acquired bank’s chief executive officer, rounded up to the next whole year, not in excess of 2 years.

 

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1.24 “Years of Continuous Service” means years of Continuous Service as defined in the Pension Plan. Notwithstanding the foregoing, a Participant who served as a chief executive officer of a bank that the Company acquired after 1990 and who became an executive vice president of the Company upon the acquisition of said bank, shall be credited with additional Years of Continuous Service equal to 25% of the number of years such Participant served as the acquired bank’s chief executive officer, rounded up to the next whole year, not in excess of 2 years.

1.25 Any defined term which is not set forth in Article I of this Plan, shall be defined pursuant to the terms of the Pension Plan.

1.26 For purposes of this Plan, unless the context requires otherwise, the masculine includes the feminine, the singular the plural, and vice-versa. Any reference to a “Section” or “Article” shall mean the indicated section or article of this Plan unless otherwise specified.

This excerpt taken from the VLY 10-Q filed May 9, 2005.

2. Definitions

 

In addition to the terms defined in Section 1 above, the following terms used in the Plan shall have the meanings set forth below:

 

“Administrator” shall mean the Compensation and Human Resources Committee of the Board.

 

“Annual Retainer Fee” means the annual retainer fee payable to a Nonemployee Director under the Company’s compensation policies for directors in effect from time to time.

 

“Award Date” means the date of an annual stockholders meeting or such other date as determined by the Board.

 

“Bank” means Valley National Bank, a Subsidiary.

 

“Board” means the Board of Directors of the Company.

 

“Change in Control” means any of the following events, as determined by the Board: (i) when the Company or a Subsidiary acquires actual knowledge that any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than an affiliate of the Company or a Subsidiary or an employee benefit plan established or maintained by the Company, a Subsidiary or any of their respective affiliates, is or becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act) directly or indirectly, of securities of the Company representing more than twenty-five percent (25%) of the combined voting power of the Company’s then outstanding securities (a “Control Person”), (ii) upon the first purchase of the Company’s common stock pursuant to a tender or exchange offer (other than a tender or exchange offer made by the Company,

 


a Subsidiary or an employee benefit plan established or maintained by the Company, a Subsidiary or any of their respective affiliates), (iii) upon the approval by the Company’s shareholders of (A) a merger or consolidation of the Company with or into another corporation (other than a merger or consolidation which is approved by at least two-thirds of the Continuing Directors (as hereinafter defined) or the definitive agreement for which provides that at least two-thirds of the directors of the surviving or resulting corporation immediately after the transaction are Continuing Directors (in either case, a “Non-Control Transaction”)), (B) a sale or disposition of all or substantially all of the Company’s assets or (C) a plan of liquidation or dissolution of the Company, (iv) if during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board (the “Continuing Directors”) cease for any reason to constitute at least two-thirds thereof or, following a Non-Control Transaction, two-thirds of the board of directors of the surviving or resulting corporation; provided that any individual whose election or nomination for election as a member of the Board (or, following a Non-Control Transaction, the board of directors of the surviving or resulting corporation) was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director, or (v) upon a sale of (A) common stock of the Bank if after such sale any person (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act) other than the Company, an employee benefit plan established or maintained by the Company or a Subsidiary, or an affiliate of the Company or a Subsidiary, owns a majority of the Bank’s common stock or (B) all or substantially all of the Bank’s assets (other than in the ordinary course of business). No person shall be considered a Control Person for purposes of clause (i) above if (A) such person is or becomes the beneficial owner, directly or indirectly, of more than ten percent (10%) but less than twenty-five percent (25%) of the combined voting power of the Company’s then outstanding securities if the acquisition of all voting securities in excess of ten percent (10%) was approved in advance by a majority of the Continuing Directors then in office or (B) such person acquires in excess of ten percent (10%) of the combined voting power of the Company’s then outstanding voting securities in violation of law and by order of a court of competent jurisdiction, settlement or otherwise, disposes or is required to dispose of all securities acquired in violation of law.

 

“Common Stock” means the common stock of the Company.

 

“Disability” means that a Participant is determined to be unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, as determined in the sole discretion of the Administrator.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

“Fees” shall mean Meeting Fees and/or Annual Retainer fees.

 

“Meeting Fees” means the fees payable to a Nonemployee Director for attendance at regular meetings of the Board.

 

“Nonemployee Director” means an individual who is a member of the Board, but who is not an employee of the Company or any of its subsidiaries.

 


“Participant” means a Nonemployee Director who has elected to receive Restricted Stock in lieu of cash Fees.

 

“Restricted Stock” means the Common Stock awarded to a Participant pursuant to Sections 5(a) and 5(b) of the Plan that is subject to the vesting restrictions set forth in Section 5(d).

 

“Subsidiary” means any corporation in an unbroken chain of corporations, beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

 

EXCERPTS ON THIS PAGE:

10-K
Feb 27, 2009
10-Q
May 9, 2005
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