LESS FREQUENTLY THAN ONCE
ANNUALLY BY THE CEO, WELLS' BASE SALARY MAY BE ADJUSTED AT SUCH RATE AND AT SUCH
TIMES AS MAY BE FIXED BY THE CEO IN HIS OR HER SOLE DISCRETION.
2.
BONUS.
WELLS MAY BE GRANTED A BONUS AT
THE END OF EACH FISCAL YEAR AS DETERMINED AT THE SOLE DISCRETION OF THE CEO
("BONUS").
THE CEO MAY ESTABLISH TARGET OR PERFORMANCE-BASED CRITERIA FOR THE
BONUS AT HIS OR HER SOLE DISCRETION.
3.
INCENTIVE COMPENSATION AND DEFERRED
COMPENSATION.
WELLS SHALL BE ELIGIBLE TO PARTICIPATE IN THE TRINITY'S 1998
OPTION PLAN, THE TRINITY CAPITAL CORPORATION 2005 STOCK INCENTIVE COMPENSATION
PLAN, THE TRINITY CAPITAL CORPORATION 2005 DEFERRED COMPENSATION PLAN AND ANY
OTHER PLAN ADOPTED BY TRINITY.
STOCK INCENTIVE GRANTS MAY BE AWARDED AT THE
SOLE DISCRETION OF THE BOARD.
PARTICIPATION IN THE TRINITY'S DEFERRED
COMPENSATION PLAN IS PERMITTED PURSUANT TO THE LIMITATIONS ESTABLISHED BY THE
BOARD FROM TIME TO TIME.
4.
FRINGE BENEFITS.
WELLS SHALL BE
ENTITLED TO PARTICIPATE ON THE SAME BASIS AS ALL OTHER EMPLOYEES IN EACH FRINGE,
WELFARE, 401(K) SAVINGS PLAN, PENSION BENEFIT AND INCENTIVE PROGRAM ADOPTED FROM
TIME TO TIME BY TRINITY FOR THE BENEFIT OF ALL EMPLOYEES.
IN ADDITION, WELLS
SHALL BE ENTITLED TO THE FOLLOWING:
A.
VACATION AND SABBATICAL.
WELLS SHALL
RECEIVE THREE (3) WEEKS PAID VACATION ANNUALLY, AND TWO (2) WEEKS OF PAID SICK
LEAVE ANNUALLY AND SHALL BE ENTITLED TO THE SAME SABBATICAL BENEFITS AS ALL
OTHER EMPLOYEES OF TRINITY.
B.
INSURANCE.
WELLS SHALL BE COVERED UNDER
ANY LIFE INSURANCE, SALARY CONTINUATION AND LONG-TERM DISABILITY INSURANCE
PROGRAMS, IN ACCORDANCE WITH THEIR TERMS AND REQUIRED PREMIUMS, AS IN EFFECT FOR
EMPLOYEES OF TRINITY FROM TIME TO TIME.
C.
EXPENSES.
THE COMPANIES, AS
APPLICABLE, SHALL REIMBURSE, UPON SUBMISSION OF APPROPRIATE RECEIPTS AND
SUPPORTING DOCUMENTATION, THE ACTUAL, REASONABLE AND CUSTOMARY EXPENSES OF WELLS
PURSUANT TO THE COMPANIES' CURRENT POLICIES AND PRACTICES.
5.
RESTITUTION. WELLS AGREES TO MAKE
RESTITUTION OR REPAY TRINITY FOR ANY COMPENSATION AS REQUIRED BY SECURITIES LAWS
OR ANY OTHER APPLICABLE STATUTES.
2
D.
TERMINATION.
1.
NOTICE OF TERMINATION.
"NOTICE OF
TERMINATION" SHALL MEAN A NOTICE IN ACCORDANCE WITH THIS SECTION D OF AN
INTENTION TO TERMINATE WELLS' EMPLOYMENT THAT SHALL STATE THE SPECIFIC
TERMINATION PROVISION IN THIS AGREEMENT UPON WHICH THE TERMINATING PARTY RELIES.
2.
DATE OF TERMINATION.
"DATE OF
TERMINATION" SHALL MEAN:
A.
IF WELLS' EMPLOYMENT IS TERMINATED
BECAUSE OF DEATH, THE DATE OF WELLS' DEATH; OR
B.
IF THE AGREEMENT IS TERMINATED BY NOTICE
OF NON-RENEWAL, THE DATE ON WHICH THE AGREEMENT TERMINATES BY EXPIRATION OF THE
INITIAL OR RENEWAL TERM; OR
C.
IF WELLS' EMPLOYMENT IS TERMINATED FOR
ANY OTHER REASON, THE DATE SPECIFIED IN THE NOTICE OF TERMINATION, WHICH SHALL
NOT BE A DATE PRIOR TO THE DATE SUCH NOTICE OF TERMINATION IS GIVEN OR THE
EXPIRATION OF ANY REQUIRED NOTICE PERIOD.
3.
TERMINATION FOR CAUSE.
TRINITY MAY
TERMINATE WELLS' EMPLOYMENT UNDER THIS AGREEMENT FOR CAUSE (AS DEFINED HERE) AT
ANY TIME, UPON THE GOOD FAITH DETERMINATION OF THE EXISTENCE OF CAUSE AS DEFINED
HEREIN,