Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
April 20, 2022, First Internet Bancorp(the "Company") and First Internet Bank of Indiana(the "Bank") entered into employment agreements with Nicole S. Lorch, President and Chief Operating Officer, and Kenneth J. Lovik, Executive Vice President and Chief Financial Officer. The employment agreements each provide for an initial term of employment through December 31, 2024. Each agreement automatically renews for successive one (1) year terms, unless earlier terminated in accordance with the agreement. Each employment agreement entitles the executive to receive an annual minimum salary ( $470,000for Ms. Lorch; $350,000for Mr. Lovik). Additionally, each executive is eligible to participate in such other incentive compensation and other employee benefits offered to the employees of the Company or the Bank, subject to the terms and conditions of the applicable benefit plan. The employment agreements provide that, if either executive's employment is terminated by the Company or the Bank for any reason other than for "cause" (as defined in the employment agreement) or is terminated by them for "good reason" (as defined in the employment agreement), and in either case the termination of employment occurs before a change of control, then the executive will be eligible to receive, in addition to all compensation and benefits ordinarily payable through the date of termination: (A) continued payments of base salary for the greater of (i) the remaining term of the agreement and (ii) 24 months; (B) a lump sum payment equal to the greater of (1) the average of cash bonuses paid or payable in the three fiscal years prior to the fiscal year in which the termination occurred and (2) the amount of cash bonus the executive was designated to receive under the then current annual incentive plan; (C) acceleration of all outstanding time-based equity awards; (D) subject to applicable restrictions or approvals, a right to require the Company or Bank to repurchase all shares acquired by the executive through the exercise of options at a price equal to the average closing price over the preceding calendar month; and (E) payment of the Company portion of COBRA premiums for up to 12 months. If any such termination occurs within twelve months after a change of control (as defined in the employment agreement), then the executive will be eligible to receive substantially the same severance benefits, except that (A) payments of base salary would continue for 24 months and (B) payment of the Company portion of COBRA premiums would continue for up to 18 months. All of the above severance benefits remain contingent on the executive signing and not revoking a release of claims and the executive remaining in strict compliance with non-solicitation, non-competition, and confidentiality covenants for a period of at least one year after termination. Also on April 20, 2022, the Company, the Bank, and David B. Becker, Chairman and Chief Executive Officer, entered into an amendment to Mr. Becker'sexisting Amended and Restated Employment Agreement to eliminate the requirement that the Company employ Mr. Beckeras President of the Company and the Bank, to accommodate Ms. Lorch'sassumption of those roles effective as of June 30, 2021. The foregoing descriptions of Mr. Becker'samendment, Ms. Lorch'semployment agreement, and Mr. Lovik'semployment agreement are qualified by reference to the full text of each such agreement, which text is filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and is incorporated by reference.
-------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits Number Description Method of filing 10.1 Amendment to Amended and Restated Employment Filed electronically Agreement among First Internet Bank of Indiana, First Internet Bancorp and David B. Becker dated April 20, 2022 10.2 Employment Agreement among First Internet Bank Filed electronically of Indiana, First Internet Bancorp and Nicole S. Lorch dated April 20, 2022 10.3 Employment Agreement among First Internet Bank Filed electronically of Indiana, First Internet Bancorp and Kenneth J. Lovik dated April 20, 2022 104 Cover Page Interactive Data File (embedded in the cover page formatted in inline XBRL)
© Edgar Online, source