Exhibit 10.16

 

Compensatory Arrangements for Named Executive Officers

 

We are an “at will” employer and do not provide written employment agreements to any of its employees, except that we do provide Executive Change in Control Agreements to certain senior executives (refer to Section IV.D of the Compensation Discussion and Analysis, “Severance Plan and Executive Change in Control Agreements”, for further details).  However, employees, including NEOs, receive: (a) cash compensation (i.e., base salary, and, for exempt employees, “variable” or “at risk” short-term incentive compensation); (b) retirement-related benefits (i.e., the Qualified Defined Benefit Plan; the Qualified Defined Contribution Plan; and the Nonqualified Defined Benefit Portion of the Benefit Equalization Plan (“DB BEP”)) and (c) health and welfare programs and other benefits. Other benefits, which are available to all regular employees, include medical, dental, vision care, life, business travel accident, and short and long term disability insurance, flexible spending accounts, an employee assistance program, educational development assistance, voluntary life insurance, long term care insurance, fitness club reimbursement and severance pay.

 

An additional benefit offered to all officers who are at Vice President rank or above, is a physical examination every 18 months.

 

The annual base salaries for the NEOs are as follows (in whole dollars):

 

	
 
    	
 
    	
2017
    	
 
    	
2016
    	
 
    
	
 
    	
 
    	
(1)
    	
 
    	
(2)
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
José R. González
    	
 
    	
$
    	
875,000
    	
 
    	
$
    	
791,779
    	
 
    
	
Kevin M. Neylan
    	
 
    	
$
    	
484,751
    	
 
    	
$
    	
469,492
    	
 
    
	
John F. Edelen*
    	
 
    	
—
    	
 
    	
$
    	
387,111
    	
 
    
	
G. Robert Fusco
    	
 
    	
$
    	
398,645
    	
 
    	
$
    	
386,097
    	
 
    
	
Paul B. Héroux
    	
 
    	
$
    	
410,055
    	
 
    	
$
    	
400,054
    	
 
    
	
Philip A. Scott
    	
 
    	
$
    	
394,454
    	
 
    	
$
    	
382,038
    	
 
    


 

The 2017 increases in the base salaries of the NEOs from 2016 were based on their 2016 performance.

 




(1)         Figures represent salaries approved by our Board of Directors for the year 2017.

(2)         Figures represent salaries approved by our Board of Directors for the year 2016.

 

* John Edelen, who held the CRO position, left the Bank on July 8, 2016.

 

A performance-based merit increase program exists for all employees, including NEOs that have a direct impact on base pay. Generally, employees receive merit increases on an annual basis. Such merit increases are based upon the attainment of a performance rating of “Outstanding,” “Exceeds Requirements,” or “Meets Requirements” achieved on individual performance evaluations. Merit guidelines are determined each year and distributed to managers. These guidelines establish the maximum merit increase percentage permissible for employee performance during that year. In November of 2016, the C&HR Committee determined that merit-related officer base pay increases for 2017 would be 2.50% for officers rated ‘Meets Requirements’; 3.25% for officers rated ‘Exceeds Requirements’; and 4.25% for officers rated ‘Outstanding’ for their performance in 2016.

 

More information about compensation arrangements can be found in Item 11 of the Annual Report on Form 10-K.