Preview
2023-30911 / Court: 125
EXHIBIT A-2
Employment Agreement
for
George F. Williams
Linscomb & Williams, Inc.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of
December 28, 2017, by and among Linscomb & Williams, Inc. (the “Company”), a wholly
owned subsidiary of Cadence Bank, N.A., a national banking association organized under the
laws of the United States (“Cadence”), and George F. Williams (the “Wealth Advisor”). The
Company and Employee may each be referred to herein as a “Party” and collectively as the
“Parties.”
WHEREAS, the Company and the Wealth Advisor are parties to that certain Change of
Control Employment Agreement dated January 1, 2013 (the “Prior Employment Agreement”);
and
WHEREAS, except as otherwise stated herein, the Company and the Wealth Advisor
wish to amend and restate the Prior Employment Agreement in its entirety, and the Company
desires to employ the Wealth Advisor, and the Wealth Advisor desires to be employed by the
Company, on the terms and conditions and for the consideration hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
below, and for other good and valuable consideration, it is hereby covenanted and agreed by the
Wealth Advisor and the Company as follows:
1 Effective Date. This Agreement shall be effective as of October 1, 2017 (the
“Effective Date”).
2. Employment Period. Unless terminated earlier pursuant to Section 5 of this
Agreement, the term of this Agreement will commence on the Effective Date and end on
December 31, 2020 (the “Employment Period”); provided, however, that commencing on
December 31, 2020, and on each subsequent anniversary of such date (such date of December
31, 2020 and each annual anniversary thereafter, “Renewal Date”), the Employment Period
shall be automatically extended so as to terminate on the first anniversary of the applicable
Renewal Date, unless at least 90 days prior to such Renewal Date, either Party provides notice to
the other Party of its or his/her intent not to extend the Employment Period following such
Renewal Date (a “Notice of Nonrenewal”), in which case the Employment Period shall terminate
on such Renewal Date. If the Wealth Advisor’s employment with the Company continues
following the expiration of the Employment Period as a result of the delivery of a Notice of
Nonrenewal by either Party to the other Party, then such employment shall be on an at-will basis
and subject to termination by either Party, at any time with or without notice, and for any lawful
reason, and the terms and conditions of this Agreement shall be of no further force or effect and
shall not apply to such at-will employment, unless otherwise stated herein.
3 Position and Duties. During the Employment Period, the Wealth Advisor shall
(a) serve as Managing Director & Wealth Advisor, with such authority, power, duties, and
responsibilities as are commensurate with such position(s) and as are customarily exercised by a
person holding such position in a company of the size and nature of the Company, (b) report to
the President of the Company, and (c) perform the Wealth Advisor’s duties at one of the
Company’s primary office locations in the Houston, Texas metropolitan area, subject to the
Wealth Advisor’s performance of duties at and travel to such other offices of the Company and
its subsidiaries and controlled affiliates (collectively, the “Affiliated Entities”) and/or other
locations as shall be necessary to fulfill the Wealth Advisor’s duties.
4. Compensation.
(@) For the portion of the Employment Period beginning on the Effective Date
and up to and ending on December 31, 2017, the Wealth Advisor shall receive his or her Annual
Base Salary and Annual Bonus (as those terms are defined in the Prior Employment Agreement)
that is in effect immediately preceding the Effective Date, subject in all respects to the terms and
conditions outlined in Exhibit A to the Prior Employment Agreement.
(b) Subject to the terms of this Agreement, during the portion of the
Employment Period beginning on January 1, 2018 and thereafter, the Company shall compensate
the Wealth Advisor for the Wealth Advisor’s services as follows:
@ Total Cash Compensation. The Wealth Advisor shall be eligible to
earn, annually, total cash compensation made up of the Wealth Advisor’s Annual Base
Salary and the Wealth Advisor’s Annual Bonus, in each case, as those terms are defined
in the L&W 2018 Wealth Advisor & Key Employee Compensation Guidelines set forth
in Exhibit A (the “Compensation Guidelines”) to this Agreement (collectively, the “Total
Cash Compensation”), which, notwithstanding Section 12(a) to the contrary, such
Compensation Guidelines may be amended by the Company in its sole and
absolute discretion for each fiscal year of the Company beginning during the
Employment Period. The Total Cash Compensation shall be determined in the discretion
of the President and CEO of the Company (currently, J. Harold Williams) and approved
by the Board of Directors of the Company (the “Company Board”) (or a committee
thereof) in accordance with the terms and conditions of the Compensation Guidelines.
A Annual Base Salary. The Wealth Advisor shall receive an
Annual Base Salary for each fiscal year beginning during the Employment Period,
which shall be determined in accordance with the terms and conditions of the
Compensation Guidelines, which, notwithstanding Section 12(a) to the contrary, such
Compensation Guidelines may be amended by the Company in its sole and absolute
discretion for each fiscal year of the Company beginning during the Employment
Period. The term Annual Base Salary as utilized in this Agreement shall refer to
Annual Base Salary as in effect from time to time. Such Annual Base Salary shall be
payable in accordance with the Company’s payroll policies.
(B) Annual Bonus. The Wealth Advisor shall be eligible to
eam an amount up to the Annual Bonus for each fiscal year beginning during the
Employment Period, the amount of which shall be determined in accordance with the
terms and conditions of the Compensation Guidelines, which, notwithstanding
Section 12(a) to the contrary, such Compensation Guidelines may be amended by the
Company in its sole and absolute discretion for each fiscal year of the Company
beginning during the Employment Period. The Wealth Advisor shall not earn, and
Company shall not be obligated to pay, any portion of the Annual Bonus, if any, unless
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the Wealth Advisor is employed by the Company on the date the Annual Bonus is
paid.
(c) Employee Benefits. Fringe Benefits. and_Perquisites. During the
Employment Period, the Wealth Advisor shall be provided with employee benefits (including
vacation), fringe benefits, and perquisites in accordance with, as applicable, the Company’s
and/or Cadence’s established plans and policies.
@) Expense Reimbursement. Subject to the requirements of Section 8(a)(ii)
of this Agreement (relating to in-kind benefits and reimbursements), during the Employment
Period, the Company shall reimburse the Wealth Advisor for all reasonable and substantiated
expenses incurred by the Wealth Advisor in the performance of the Wealth Advisor’s duties in
accordance with the Company’s policies applicable to Wealth Advisors.
5 Termination of Employment. The Wealth Advisor’s employment may be
terminated under the following circumstances:
(a) Death or Disability. The Wealth Advisor’s employment shall terminate
automatically upon the Wealth Advisor’s death during the Employment Period. If the Company
determines in good faith that the Disability of the Wealth Advisor has occurred during the
Employment Period (pursuant to the definition of Disability set forth below), it may provide the
Wealth Advisor with written notice in accordance with Section 12(g) of this Agreement of its
intention to terminate the Wealth Advisor’s employment. In such event, the Wealth Advisor’s
employment with the Company shall terminate effective on the 30th calendar day after receipt of
such notice by the Wealth Advisor (the “Disability Effective Date”); provided that, within the
30 calendar days after such receipt, the Wealth Advisor shall not have returned to full-time
performance of the Wealth Advisor’s duties. For purposes of this Agreement, “Disability” shall
mean the inability of the Wealth Advisor, with or without reasonable accommodation, to perform
the Wealth Advisor’s essential duties with the Company on a full-time basis as a result of the
Wealth Advisor’s incapacity due to mental or physical illness or injury, which incapacity
prevents the Wealth Advisor from substantially performing the Wealth Advisor’s duties to the
Company for a period of 120 consecutive calendar days or 150 out of 180 consecutive calendar
days, as determined by a physician selected by the Company or the insurers for the Cadence
plans in which the Company is a participant and reasonably acceptable to the Wealth Advisor or
the Wealth Advisor’s legal representative.
(b) By the Company with or without Cause. The Company may terminate the
Wealth Advisor’s employment during the Employment Period either with or without Cause. For
purposes of this Agreement, “Cause” shall mean the Wealth Advisor’s:
@ material breach of the Cadence Code of Conduct, an electronic
copy of which is available to the Wealth Advisor for review at any time;
Gi) intentional misconduct;
(ii) fraud, embezzlement, or intentional theft from the Company;
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(iv) intentional, material, and wrongful damage to the Company’s
property;
(vy) intentional wrongful disclosure of material confidential
information, trade secrets, or confidential business processes of the Company;
(vi) act leading to a conviction of (A) a felony or (B) a misdemeanor
involving moral turpitude;
(vii) _ willful engagement in illegal conduct or gross misconduct, either
of which is demonstrably and not insubstantially injurious to the Company; or
(viii) failure to follow lawful directions of the Wealth Advisor’s
supervisor (other than any such refusal resulting from incapacity due to physical or
mental illness); provided, that if such failure is reasonably subject to remedy, as
determined by the management committee of the Company (the “Management
Committee”), (A) the Company provides written notice to the Wealth Advisor of such
failure, which specifies in reasonable detail the manner in which the Company believes
the Wealth Advisor has failed to follow such directions, and (B) the Wealth Advisor fails
to remedy such failure to follow directions, as determined by the Management
Committee, within 30 calendar days following the Wealth Advisor’s receipt of such
written notice from the Company (the “Wealth Advisor Cure Period”).
For purposes of this provision, no act or failure to act on the part of the Wealth Advisor
shall be considered “intentional” or “willful” unless it is done, or omitted to be done, by the
Wealth Advisor in bad faith or without reasonable belief that the Wealth Advisor’s action or
omission was in the best interests of the Company. Any act or failure to act based upon
authority given pursuant to a resolution duly adopted by the Company Board or upon the advice
of counsel for the Company shall be conclusively presumed to be done or omitted to be done by
the Wealth Advisor in good faith and in the best interests of the Company.
(c) By the Wealth Advisor with or without Good Reason. The Wealth
Advisor’s employment may be terminated by the Wealth Advisor during the Employment Period
either with or without Good Reason. For purposes of this Agreement, “Good Reason” shall
mean, in the absence of the written consent of the Wealth Advisor:
@ a material and adverse change in the Wealth Advisor’s position or
a failure of the Company to provide the Wealth Advisor with the authorities,
responsibilities, and reporting relationships consistent with the Wealth Advisor’s position
set forth in Section 3 of this Agreement;
(ii) a material failure of the Company to provide any compensation
and benefits when due pursuant to the terms of this Agreement;
ii) a purported termination of the Wealth Advisor by the Company
other than as provided under the terms and conditions of this Agreement;
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(iv) a relocation of the Company’s offices at which the Wealth Advisor
is principally employed to a location more than 50 miles from such location; provided.
however, that any business travel required of the Wealth Advisor in connection with the
performance of the Wealth Advisor’s duties to the Company shall not constitute a
relocation of the Company’s offices at which the Wealth Advisor is principally
employed; and
) a failure of the Company to require a successor to assume this
Agreement.
In order to invoke a termination with Good Reason, the Wealth Advisor shall provide
written notice to the Company of the existence of one or more of the events, conditions, or
circumstances described in clauses (i) through (v) within 30 calendar days following the Wealth
Advisor’s knowledge of the initial existence of such event(s), condition(s), or circumstance(s),
specifying in-reasonable detail the event(s), condition(s), or circumstance(s) constituting Good
Reason, and, if such event(s), condition(s), or circumstance(s) is reasonably subject to remedy, as
determined by the Company Board, the Company shall be provided 30 calendar days from the
date the Company receives such written notice from the Wealth Advisor to remedy the such
event(s), condition(s) or circumstance(s). In the event that the Company fails to remedy the
event(s), condition(s), or circumstance(s) constituting Good Reason during the Company Cure
Period, the Wealth Advisor’s “separation from service” (within the meaning of Section 409A of
the Code) must occur, if at all, within 30 calendar days following the end of the Company Cure
Period in order for such termination as a result of such event(s), condition(s), or circumstance(s)
to constitute a termination with Good Reason within the meaning of this Agreement.
@ Retirement. The Wealth Advisor’s employment may be terminated by the
Wealth Advisor during the Employment Period due to the Wealth Advisor’s Retirement. For
purposes of this Agreement, “Retirement” shall mean the Wealth Advisor’s voluntary
termination of employment with the Company on or after the Wealth Advisor’s attainment of
age 65, provided, that such Wealth Advisor does not, for a period of at least twelve (12) months,
following the Date of Termination become employed by any person or entity that is engaged in
the same or similar line of business as that of the Company as determined in the sole and
absolute discretion of the Company Board.
© Notice of Termination. Any termination by the Company with or without
Cause or by the Wealth Advisor with or without Good Reason or due to the Wealth Advisor’s
Retirement shall be communicated by a Notice of Termination to the other Party hereto given in
accordance with Section 12(g) of this Agreement. For purposes of this Agreement, a “Notice of
Termination” means a written notice that: (i) indicates the specific termination provision in this
Agreement relied upon; (ii) to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Wealth Advisor’s employment
under the provision so indicated; and (iii) specifies the Date of Termination, in accordance with
the provisions of Section 5(f) of this Agreement. The failure by the Wealth Advisor or the
Company to set forth in the Notice of Termination any fact or circumstance that contributes,
respectively, to a showing of Good Reason or Cause shall not waive any right of the Wealth
Advisor or the Company hereunder or preclude the Wealth Advisor or the Company from
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asserting such fact or circumstance in enforcing the Wealth Advisor’s or the Company’s rights
hereunder.
@ Date of Termination. “Date of Termination” means: (i) if the Wealth
Advisor’s employment is terminated by the Company without Cause (and other than due to the
Wealth Advisors’ death or Disability), or by the Wealth Advisor due to Retirement, the date of
receipt of the Notice of Termination or any later date specified therein that is no more than
30 calendar days from the date of the Notice of Termination, as the case may be; (ii) if the
Wealth Advisor’s employment is terminated by the Wealth Advisor for Good Reason, a date that
is no later than 30 calendar days after the expiration of the Company Cure Period, if applicable;
(iii) if the Wealth Advisor’s employment is terminated by the Wealth Advisor without Good
Reason, the earlier of the date that is 30 calendar days following the date of such Notice of
Termination or a date chosen by the Company following its receipt of such Notice of
Termination; (iv) if the Wealth Advisor’s employment is terminated by the Company for Cause,
the earlier of the date the Wealth Advisor Cure Period expires, where applicable, or another date
specified by the Company in the Notice of Termination; (v) if the Wealth Advisor’s employment
is terminated by reason of death or Disability, the date of the Wealth Advisor’s death or the
Disability Effective Date, as the case may be; (vi) if the Employment Period expires as a result of
the delivery of a Notice of Nonrenewal by either Party to the other Party, and the Wealth Advisor
does not continue employment with the Company on an at-will basis, as contemplated by
Section 2, the last date of the Employment Period; or (vii) if the Employment Period expires as a
result of the delivery of a Notice of Nonrenewal by either Party to the other Party, but the Wealth
Advisor continues his or her employment with the Company on an at-will basis, as contemplated
by Section 2, the last date the Wealth Advisor is actually employed by the Company on an at-
will basis.
6 Obligations of the Company upon Termination.
(a) Without Cause (and Other than by Reason of Death or Disability) or for
Good Reason. If, during the Employment Period, the Company terminates the Wealth Advisor’s
employment without Cause (and other than by reason of the Wealth Advisor’s death or
Disability), or the Wealth Advisor resigns the Wealth Advisor’s employment with Good Reason,
then this Agreement and all the Parties’ respective rights and obligations hereunder shall
terminate effective as of the Date of Termination, except as otherwise provided in Section 6(k)
and for the Company’s obligation to pay or provide to the Wealth Advisor the following:
@ as soon as reasonably practicable following the Date of
Termination, or in such time frame as required by applicable law, a lump sum cash
payment consisting of any accrued Annual Base Salary in effect as of the Date of
Termination and unused vacation accrued through the Date of Termination, to the extent
such Annual Base Salary and vacation has not already been paid to the Wealth Advisor
(the “Accrued Obligations”);
Gi) to the extent not theretofore paid or provided, the Company shall,
as soon as reasonably practicable following the Date of Termination, and in any event
within the time frame required by any plan, program, policy, practice, contract or
agreement of the Company, pay or provide to the Wealth Advisor any other amounts or
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benefits required to be paid or provided or which the Wealth Advisor is eligible to
receive under any plan, program, policy, practice, contract, or agreement of the Company
Cadence, and/or the Affiliated Entities, as applicable, through the Date of Termination,
and shall pay such unreimbursed expenses incurred through the Date of Termination as
are subject to reimbursement pursuant to Section 4(d) of this Agreement (such other
amounts and benefits shall be hereinafter referred to as the “Other Benefits and
Expenses”);
(iii) in the form of a cash payment payable in three (3) roughly equal
monthly installments beginning on the date specified in Section 6(i) of this Agreement,
(A) a pro rata share of the Annual Bonus in effect as of the Date of Termination based on
the number of full calendar months worked by the Wealth Advisor in the fiscal year in
which the Date of Termination occurs, plus (B) an amount equal to 3 months of the
Annual Base Salary in effect as of the Date of Termination; and
(iv) for a 3-month period following the Date of Termination, a payment
each month equal to the monthly cost of continued coverage for the Wealth Advisor and,
where applicable, the Wealth Advisor’s spouse and dependents, under the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”) paid by the Wealth Advisor
under the group health plan applicable to the Wealth Advisor as of the Date of
Termination, pursuant to Section 4980B of the Code, less the amount that the Wealth
Advisor would be required to contribute for such health coverage if the Wealth Advisor
were an active employee of the Company (each, a “COBRA Payment”); provided that the
Wealth Advisor is eligible for and timely elects COBRA continuation coverage.
(b) Change of Control.
@ If, during the Employment Period, a Change in Control (as defined
below) occurs and, within 24 months following such Change in Control, the Company
terminates the Wealth Advisor’s employment without Cause (and other than by reason of
the Wealth Advisor’s death or Disability) or the Wealth Advisor resigns the Wealth
Advisor’s employment with Good Reason, then this Agreement and all the Parties’
respective rights and obligations hereunder shall terminate effective as of the Date of
Termination, except as otherwise provided in Section 6(k) and the Company’s obligation
to pay or provide to the Wealth Advisor the following:
(A) as soon as reasonably practicable following the Date of
Termination, or in such time frame as required by applicable law, a lump sum
cash payment consisting of the Accrued Obligations;
@) to the extent not theretofore paid or provided, the Company
shall, as soon as reasonably practicable following the Date of Termination, and in
any event within the time frame required by any plan, program, policy, practice,
contract or agreement of the Company, pay or provide to the Wealth Advisor the
Other Benefits and Expenses;
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(©) in the form of a cash payment payable in 12 monthly
installments beginning on the date specified in Section 6(i) of this Agreement,
(1)a pro rata share of the Annual Bonus in effect as of the Date of
Termination based on the number of full calendar months worked by the Wealth
Advisor in the fiscal year in which the Date of Termination occurs; plus (2) an
amount equal to 12 months of the Annual Base Salary in effect as of the Date of
Termination; and
@) for the 12-month period following the Date of Termination,
a COBRA Payment; provided that the Wealth Advisor is eligible for and timely
elects COBRA continuation coverage.
Gi) For purposes of this Agreement, the term “Change in Control”
shall mean the occurrence of any of the following events:
(A) the acquisition by any individual, entity, or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either (1) the then outstanding shares of
common stock of Cadence (the “Outstanding Cadence Common Stock”) or (2) the
combined voting power of the then outstanding voting securities of Cadence
entitled to vote generally in the election of directors (the “Outstanding Cadenc
Voting Securities”); provided, however, that for purposes of this subsection (A),
the following acquisitions shall not constitute a Change in Control: (a) any
acquisition directly from Cadence, (b) any acquisition by Cadence, (c) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by Cadence or any entity controlled by Cadence, or (d) any
acquisition by any entity pursuant to a transaction which complies with clauses
(1), (2), and (3) of subsection (C) of this Section 6(b)(ii); or
(B) individuals who, as of June 30, 2015, constitute the
Cadence Board (the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Cadence Board; provided, however, that any individual
becoming a director subsequent to June 30, 2015 whose election, or nomination
for election by Cadence’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Cadence Board; or
() consummation of a reorganization, merger, statutory share
exchange or consolidation, or similar transaction involving Cadence or any
Cadence Subsidiary (as defined below) with a third party or sale or other
disposition of all or substantially all of the assets of Cadence to a third party (a
“Business Combination”), in each case, unless, following such Business
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Combination, (1) all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Cadence Common Stock
and Outstanding Cadence Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock (or, for a non-
corporate entity, equivalent securities) and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors (or, for a non-corporate entity, equivalent securities), as the case may
be, of the entity resulting from such Business Combination (including, without
limitation, an entity that, as a result of such transaction, owns Cadence or all or
substantially all of Cadence’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Cadence
Shares and Outstanding Cadence Voting Securities, as the case may be, (2) no
Person (excluding any entity resulting from such Business Combination or any
parent of such entity, or any employee benefit plan (or related trust) of Cadence,
such entity resulting from such Business Combination or such parent)
beneficially owns, directly or indirectly, 30% or more, respectively, the then
outstanding shares of common stock (or, for a non-corporate entity, equivalent
securities) of the entity resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such entity,
except to the extent that such ownership existed prior to the Business
Combination, and (3) at least a majority of the members of the board of directors
(or, for a non-corporate entity, equivalent governing body) of the entity resulting
from such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the Cadence
Board, providing for such Business Combination. For purposes of this
Section 6(b)(ii)(C), the term “Cadence Subsidiary” means any corporation,
partnership, joint venture, limited liability company or other entity during any
period in which at least a 50% voting or profits interest is owned, directly or
indirectly, by Cadence or any successor of Cadence; or
@) The approval by the stockholders of Cadence of a complete
liquidation or dissolution of Cadence.
©) Death or Disability. If the Wealth Advisor’s employment is terminated by
reason of the Wealth Advisor’s death or Disability during the Employment Period, then this
Agreement and all the Parties’ respective rights and obligations hereunder shall terminate
effective as of the Date of Termination, except as otherwise provided in Section 6(k) and for the
Company’s obligation to pay or provide to the Wealth Advisor or the Wealth Advisor’s estate or
beneficiary, as the case may be, the following:
@ as soon as reasonably practicable following the Date of
Termination, or in such time frame as required by applicable law, a lump sum cash
payment in an amount equal to the Accrued Obligations;
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Gi) to the extent not theretofore paid or provided, the Company shall,
as soon as reasonably practicable following the Date of Termination, and in any event
within the time frame required by any plan, program, policy, practice, contract or
agreement of the Company, pay or provide to the Wealth Advisor the Other Benefits and
Expenses;
(iii) in the form of a cash payment payable in three (3) roughly equal
monthly installments beginning on the date specified in Section 6(i) of this Agreement, a
pro rata share of the Annual Bonus in effect as of the Date of Termination based on the
number of full calendar months worked by the Wealth Advisor in the fiscal year in which
the Date of Termination occurs; and
(iv) in the case of the Wealth Advisor’s Disability, for a 12-month
period following the Date of Termination, a COBRA Payment; provided that the Wealth
Advisor is eligible for and timely elects COBRA continuation coverage.
The term “Other Benefits and Expenses” as utilized in this Section 6(c) shall also include
death or disability benefits under Company or Cadence provided plans as in effect on the
date of the Wealth Advisor’s death with respect to Wealth Advisors and their
beneficiaries generally.
(d) Cause; Without Good Reason. If the Wealth Advisor’s employment is
terminated by the Company with Cause or by the Wealth Advisor without Good Reason during
the Employment Period, then this Agreement and all the Parties’ respective rights and
obligations hereunder shall terminate effective as of the Date of Termination, except as otherwise
provided in Section 6(k) and for the Company’s obligation to pay or provide to the Wealth
Advisor the following:
@ as soon as reasonably practicable following the Date of
Termination, or in such time frame as required by applicable law, a lump sum cash
payment in an amount equal to the Accrued Obligations; and
ai) to the extent not theretofore paid or provided, the Company. shall,
as soon as reasonably practicable following the Date of Termination, and in any event
within the time frame required by any plan, program, policy, practice, contract or
agreement of the Company, pay or provide to the Wealth Advisor the Other Benefits and
Expenses.
) Retirement. If the Wealth Advisor’s employment is terminated by reason
of the Wealth Advisor’s Retirement during the Employment Period, then this Agreement and all
the Parties’ respective rights and obligations hereunder shall terminate effective as of the Date of
Termination, except as otherwise provided in Section 6(k) and for the Company’s obligation to
pay or provide to the Wealth Advisor the following:
@ as soon as reasonably practicable following the Date of
Termination, or in such time frame as required by applicable law, a lump sum cash
payment consisting of the Accrued Obligations;
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Gi) to the extent not theretofore paid or provided, the Company shall,
as soon as reasonably practicable following the Date of Termination, and in any event
within the time frame required by any plan, program, policy, practice, contract or
agreement of the Company, pay or provide to the Wealth Advisor the Other Benefits and
Expenses; and
(ii) in the form of a cash payment payable in three (3) roughly equal
monthly installments beginning on the date specified in Section 6(i) of this Agreement, a
pro rata share of the Annual Bonus in effect as of the Date of Termination based on the
number of full calendar months worked by the Wealth Advisor in the fiscal year in which
the Date of Termination occurs; provided, however, that if, during the twelve (12) month
period immediately following the Date of Termination, the Wealth Advisor becomes
employed by any person or entity that is engaged in the same or similar line of business
as that of the Company as determined in the sole and absolute discretion of the Company
Board, then all payments and benefits provided under this Section 6(e)(iii), less an
amount of $100.00 that shall be retained as consideration for the release of claims set
forth in this Section 6(i), to the extent paid, shall be subject to a right of reclamation by
the Company or, to the extent unpaid, forfeiture by the Wealth Advisor.
® Nonrenewal If the Employment Period expires as a result of the delivery
of a Notice of Nonrenewal by the Company or the Wealth Advisor, then this Agreement and all
the Parties’ respective rights and obligations hereunder shall terminate effective as of the Date of
Termination, except as otherwise provided in Section 6(k) below and, unless otherwise agreed to
by the Parties where, following the expiration of the Employment Period, the Wealth Advisor
continues employment with the Company on an at-will basis, as contemplated by Section 2,
except for the Company’s obligation to pay or provide to the Wealth Advisor the following:
@ as soon as reasonably practicable following the Date of
Termination, or in such time frame as required by applicable law, a lump sum cash
payment in an amount equal to the Accrued Obligations;
(ii) to the extent not theretofore paid or provided, the Company shall,
as soon as reasonably practicable following the Date of Termination, and in any event
within the time frame required by any plan, program, policy, practice, contract or
agreement of the Company, pay or provide to the Wealth Advisor the Other Benefits and
Expenses; and
(iii) in the form of a cash payment payable in three (3) roughly equal
monthly installments beginning on the date specified in Section 6(i) of this Agreement, a
pro rata share of the Annual Bonus in effect as of the Date of Termination based on the
number of full calendar months worked by the Wealth Advisor in the fiscal year in which
the Date of Termination occurs.
() Effect of Termination on Equity Compensation. Upon a termination of the
Wealth Advisor’s employment with the Company for any reason, any payments, benefits, or
other rights of the Wealth Advisor pursuant to applicable equity or other long-term incentive
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programs of the Company and/or Cadence shall be governed by the terms and conditions of the
applicable program documents.
(h) Effect of Termination on Other Positions. If, on the Date of Termination,
the Wealth Advisor is a member of the Company Board, the Board of Directors of Cadence
(“Cadence Board”) or the board of directors of any of Cadence’s subsidiaries or holds any other
position with the Company, its Affiliated Entities, and/or Cadence, the Wealth Advisor shall be
deemed to have resigned from all such positions as of the date of the Wealth Advisor’s
termination of employment with the Company. The Wealth Advisor agrees to execute such
documents and take such other actions as the Company or Cadence may request to reflect such
Tesignation.
@ Amounts Subject to Release of Claims and Compliance with Restrictive
Covenants. The payments and benefits provided under this Section 6 (other than the Accrued
Obligations and the Other Benefits and Expenses) are subject to the Wealth Advisor’s:
(i execution, delivery to the Company, and non-revocation within 60 calendar days of the Date
of Termination of a release of claims in favor of the Company, its predecessors, successors,
parent companies, subsidiaries, operating units, affiliates, and divisions, the Affiliated Entities,
Cadence and each of the foregoing entities’ respective agents, representatives, members, and
managers, officers, directors, shareholders, employees, insurers, fiduciaries of employee benefit
plans, plan administrators, and attorneys in a form acceptable to the Company in connection with
employment terminations (and not imposing any post-employment restrictive covenant other
than to reaffirm any such restrictive covenant applicable under this Agreement) (the “General
Release”); and (ii) compliance with the provisions of Sections 10(b), 10(c), 10(d), and 10(e) of
this Agreement during the Employment Period and after the Date of Termination. In the event
the Wealth Advisor breaches the terms of Section 10(b), 10(c), 10(d), or 10(e) of this Agreement,
all payments and benefits provided under this Section 6 (other than the Accrued Obligations and
the Other Benefits and Expenses), less an amount of $100.00 that shall be retained as
consideration for the release of claims set forth in this Section 6(i), to the extent paid, shall be
subject to a right of reclamation by the Company or, to the extent unpaid, forfeiture by the
Wealth Advisor. The Wealth Advisor shall deliver a properly executed copy of the General
Release within the particular time period specified therein, and the payments and benefits
provided under this Section 6 (other than the Accrued Obligations and the Other Benefits and
Expenses) shall begin on the 60th calendar day following the Date of Termination or such later
date as is provided under this Agreement, provided that the Wealth Advisor has executed and
submitted such General Release and the statutory period during which the Wealth Advisor is
entitled to revoke such release of claims has expired on or before such 60th calendar day.
@) Full Settlement. The payments and benefits provided under this Section 6
of this Agreement (including, without limitation, the Other Benefits and Expenses) shall be in
full satisfaction of the Company’s obligations to the Wealth Advisor upon the Wealth Advisor’s
termination of employment, notwithstanding the remaining length of the Employment Period,
and in no event shall the Wealth Advisor be entitled to severance benefits (or other damages in
respect of a termination of employment or claim for breach of this Agreement) beyond those
specified in this Section 6.
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& Survival of Obligations. Upon termination of the Employment Period
and/or the Wealth Advisor’s employment with the Company, as applicable, for any reason,
whether by the Wealth Advisor or the Company, the provisions of Sections 10-12 of this
Agreement shall continue to apply in accordance with their terms.
7
No Mitigation; No Offset. The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that
the Company may have against the Wealth Advisor or others. In no event shall the Wealth
Advisor be obligated to seek other employment or take any other action by way of mitigation of
the amounts payable to the Wealth Advisor under any of the provisions of this Agreement, and
such amounts shall not be reduced regardless of whether the Wealth Advisor obtains other
employment.
8 Section 409A; FDIC; Forfeiture.
(a) Section 409A.
@ General. It is intended that this Agreement shall comply with the
provisions of Section 409A of the Code and the Treasury Regulations relating thereto, or
an exemption to Section 409A of the Code. Any payments that qualify for the “short-
term deferral” exception, the “severance payment” exception or another exception under
Section 409A of the Code shall be paid under the applicable exception. For purposes of
the limitations on nonqualified deferred compensation under Section 409A of the Code,
each payment of compensation under this Agreement shall be treated as a separate
payment of compensation for purposes of applying the Section 409A of the Code deferral
election rules and the exclusion under Section 409A of the Code for certain short-term
deferral amounts. All payments to be made upon a termination of employment under this
Agreement may only be made upon a “separation from service” under Section 409A of
the Code. In no event may the Wealth Advisor, directly or indirectly, designate the
calendar year of any payment under this Agreement. Within the time period permitted by
the applicable Treasury Regulations (or such later time as may be permitted under
Section 409A of the Code or any Internal Revenue Service or Department of Treasury
rules or other guidance issued thereunder), the Company may, in consultation with the
Wealth Advisor, modify the Agreement in order to cause the provisions of the Agreement
to comply with the requirements of Section 409A of the Code, so as to avoid the
imposition of taxes and penalties on the Wealth Advisor pursuant to Section 409A of the
Code (to the extent economically more advantageous to the Wealth Advisor than the
imposition of any taxes and penalties).
Gi) In-Kind Benefits and Reimbursements. Notwithstanding anything
to the contrary in this Agreement, all (A) reimbursements and (B) in-kind benefits
provided under this Agreement shall be made or provided in accordance with the
requirements of Section 409A of the Code, including, where applicable, the requirement
that (w) any reimbursement is for expenses incurred during the Wealth Advisor’s lifetime
(or during a shorter period of time specified in this Agreement); (x) the amount of
expenses eligible for reimbursement, or in kind benefits provided, during a calendar year
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may not affect the expenses eligible for reimbursement, or in kind benefits to be
provided, in any other calendar year; (y) the reimbursement of an eligible expense will be
made no later than the last day of the calendar year following the year in which the
expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject
to liquidation or exchange for another benefit.
(iii) Delay of Payments. Notwithstanding any other provision of this
Agreement to the contrary, if the Wealth Advisor is considered a “specified employee”
for purposes of Section 409A of the Code (as determined in accordance with the
methodology established by the Company as in effect on the date of termination), any
payment that constitutes nonqualified deferred compensation within the meaning of
Section 409A of the Code that is otherwise due to the Wealth Advisor under this
Agreement during the six-month period following the Wealth Advisor’s separation from
service (as determined in accordance with Section 409A of the Code) on account of the
Wealth Advisor’s separation from service shall be accumulated and paid to the Wealth
Advisor on the first business day of the seventh month following the Wealth Advisor’s
separation from service (the “Delayed Payment Date”). The Wealth Advisor shall be
entitled to interest on any delayed cash payments from the date of termination to the
Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect
under Section 1274(d) of the Code for the month in which the Wealth Advisor’s
separation from service occurs. If the Wealth Advisor dies during the postponement
period, the amounts and entitlements delayed on account of Section 409A of the Code
shall be paid to the personal representative of the Wealth Advisor’s estate on the first to
occur of the Delayed Payment Date or 30 calendar days after the date of the Wealth
Advisor’s death.
(iv) Release Payments. In the event that the Wealth Advisor is
required to execute a release to receive any payments from the Company that constitute
nonqualified deferred compensation under Section 409A of the Code, payment of such
amounts shall not be made or commence until the sixtieth (60th) day following the Date
of Termination. Any payments that are suspended during the sixty (60) day period shall
be paid on the date the first regular payroll is made immediately following the end of
such period.
(b) FDIC. Cadence, the Company and the Wealth Advisor mutually
acknowledge that the terms of this Agreement shall be subject to and limited by any
requirements or limitations that may apply under any applicable law, including any rules or
regulations promulgated by the FDIC (“FDIC Guidance”). Accordingly, the Wealth Advisor
hereby (i) acknowledges and understands that any compensation payable to him under any
benefit plan of Cadence and/or the Company, including without limitation under this Agreement,
may be subject to and limited by such FDIC Guidance, (ii) consents to any future modifications
and limitations with respect to and under such benefit plans to the extent necessary to ensure
compliance with FDIC Guidance, (iii) agrees that any plan, program, policy, agreement, or
arrangement of Cadence and/or the Company and this Agreement shall be treated as a benefit
plan for purposes of such limitations, (iv) voluntarily waives any claim against Cadence and/or
the Company for any changes to the Wealth Advisor’s compensation or benefits that are required
to comply with the FDIC Guidance as in effect from time to time, (v) agrees that s
Preview
2023-30911 / Court: 125 EXHIBIT A-2 Employment Agreement for George F. Williams Linscomb & Williams, Inc. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 28, 2017, by and among Linscomb & Williams, Inc. (the “Company”), a wholly owned subsidiary of Cadence Bank, N.A., a national banking association organized under the laws of the United States (“Cadence”), and George F. Williams (the “Wealth Advisor”). The Company and Employee may each be referred to herein as a “Party” and collectively as the “Parties.” WHEREAS, the Company and the Wealth Advisor are parties to that certain Change of Control Employment Agreement dated January 1, 2013 (the “Prior Employment Agreement”); and WHEREAS, except as otherwise stated herein, the Company and the Wealth Advisor wish to amend and restate the Prior Employment Agreement in its entirety, and the Company desires to employ the Wealth Advisor, and the Wealth Advisor desires to be employed by the Company, on the terms and conditions and for the consideration hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, it is hereby covenanted and agreed by the Wealth Advisor and the Company as follows: 1 Effective Date. This Agreement shall be effective as of October 1, 2017 (the “Effective Date”). 2. Employment Period. Unless terminated earlier pursuant to Section 5 of this Agreement, the term of this Agreement will commence on the Effective Date and end on December 31, 2020 (the “Employment Period”); provided, however, that commencing on December 31, 2020, and on each subsequent anniversary of such date (such date of December 31, 2020 and each annual anniversary thereafter, “Renewal Date”), the Employment Period shall be automatically extended so as to terminate on the first anniversary of the applicable Renewal Date, unless at least 90 days prior to such Renewal Date, either Party provides notice to the other Party of its or his/her intent not to extend the Employment Period following such Renewal Date (a “Notice of Nonrenewal”), in which case the Employment Period shall terminate on such Renewal Date. If the Wealth Advisor’s employment with the Company continues following the expiration of the Employment Period as a result of the delivery of a Notice of Nonrenewal by either Party to the other Party, then such employment shall be on an at-will basis and subject to termination by either Party, at any time with or without notice, and for any lawful reason, and the terms and conditions of this Agreement shall be of no further force or effect and shall not apply to such at-will employment, unless otherwise stated herein. 3 Position and Duties. During the Employment Period, the Wealth Advisor shall (a) serve as Managing Director & Wealth Advisor, with such authority, power, duties, and responsibilities as are commensurate with such position(s) and as are customarily exercised by a person holding such position in a company of the size and nature of the Company, (b) report to the President of the Company, and (c) perform the Wealth Advisor’s duties at one of the Company’s primary office locations in the Houston, Texas metropolitan area, subject to the Wealth Advisor’s performance of duties at and travel to such other offices of the Company and its subsidiaries and controlled affiliates (collectively, the “Affiliated Entities”) and/or other locations as shall be necessary to fulfill the Wealth Advisor’s duties. 4. Compensation. (@) For the portion of the Employment Period beginning on the Effective Date and up to and ending on December 31, 2017, the Wealth Advisor shall receive his or her Annual Base Salary and Annual Bonus (as those terms are defined in the Prior Employment Agreement) that is in effect immediately preceding the Effective Date, subject in all respects to the terms and conditions outlined in Exhibit A to the Prior Employment Agreement. (b) Subject to the terms of this Agreement, during the portion of the Employment Period beginning on January 1, 2018 and thereafter, the Company shall compensate the Wealth Advisor for the Wealth Advisor’s services as follows: @ Total Cash Compensation. The Wealth Advisor shall be eligible to earn, annually, total cash compensation made up of the Wealth Advisor’s Annual Base Salary and the Wealth Advisor’s Annual Bonus, in each case, as those terms are defined in the L&W 2018 Wealth Advisor & Key Employee Compensation Guidelines set forth in Exhibit A (the “Compensation Guidelines”) to this Agreement (collectively, the “Total Cash Compensation”), which, notwithstanding Section 12(a) to the contrary, such Compensation Guidelines may be amended by the Company in its sole and absolute discretion for each fiscal year of the Company beginning during the Employment Period. The Total Cash Compensation shall be determined in the discretion of the President and CEO of the Company (currently, J. Harold Williams) and approved by the Board of Directors of the Company (the “Company Board”) (or a committee thereof) in accordance with the terms and conditions of the Compensation Guidelines. A Annual Base Salary. The Wealth Advisor shall receive an Annual Base Salary for each fiscal year beginning during the Employment Period, which shall be determined in accordance with the terms and conditions of the Compensation Guidelines, which, notwithstanding Section 12(a) to the contrary, such Compensation Guidelines may be amended by the Company in its sole and absolute discretion for each fiscal year of the Company beginning during the Employment Period. The term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as in effect from time to time. Such Annual Base Salary shall be payable in accordance with the Company’s payroll policies. (B) Annual Bonus. The Wealth Advisor shall be eligible to eam an amount up to the Annual Bonus for each fiscal year beginning during the Employment Period, the amount of which shall be determined in accordance with the terms and conditions of the Compensation Guidelines, which, notwithstanding Section 12(a) to the contrary, such Compensation Guidelines may be amended by the Company in its sole and absolute discretion for each fiscal year of the Company beginning during the Employment Period. The Wealth Advisor shall not earn, and Company shall not be obligated to pay, any portion of the Annual Bonus, if any, unless 2- the Wealth Advisor is employed by the Company on the date the Annual Bonus is paid. (c) Employee Benefits. Fringe Benefits. and_Perquisites. During the Employment Period, the Wealth Advisor shall be provided with employee benefits (including vacation), fringe benefits, and perquisites in accordance with, as applicable, the Company’s and/or Cadence’s established plans and policies. @) Expense Reimbursement. Subject to the requirements of Section 8(a)(ii) of this Agreement (relating to in-kind benefits and reimbursements), during the Employment Period, the Company shall reimburse the Wealth Advisor for all reasonable and substantiated expenses incurred by the Wealth Advisor in the performance of the Wealth Advisor’s duties in accordance with the Company’s policies applicable to Wealth Advisors. 5 Termination of Employment. The Wealth Advisor’s employment may be terminated under the following circumstances: (a) Death or Disability. The Wealth Advisor’s employment shall terminate automatically upon the Wealth Advisor’s death during the Employment Period. If the Company determines in good faith that the Disability of the Wealth Advisor has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may provide the Wealth Advisor with written notice in accordance with Section 12(g) of this Agreement of its intention to terminate the Wealth Advisor’s employment. In such event, the Wealth Advisor’s employment with the Company shall terminate effective on the 30th calendar day after receipt of such notice by the Wealth Advisor (the “Disability Effective Date”); provided that, within the 30 calendar days after such receipt, the Wealth Advisor shall not have returned to full-time performance of the Wealth Advisor’s duties. For purposes of this Agreement, “Disability” shall mean the inability of the Wealth Advisor, with or without reasonable accommodation, to perform the Wealth Advisor’s essential duties with the Company on a full-time basis as a result of the Wealth Advisor’s incapacity due to mental or physical illness or injury, which incapacity prevents the Wealth Advisor from substantially performing the Wealth Advisor’s duties to the Company for a period of 120 consecutive calendar days or 150 out of 180 consecutive calendar days, as determined by a physician selected by the Company or the insurers for the Cadence plans in which the Company is a participant and reasonably acceptable to the Wealth Advisor or the Wealth Advisor’s legal representative. (b) By the Company with or without Cause. The Company may terminate the Wealth Advisor’s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “Cause” shall mean the Wealth Advisor’s: @ material breach of the Cadence Code of Conduct, an electronic copy of which is available to the Wealth Advisor for review at any time; Gi) intentional misconduct; (ii) fraud, embezzlement, or intentional theft from the Company; 3- (iv) intentional, material, and wrongful damage to the Company’s property; (vy) intentional wrongful disclosure of material confidential information, trade secrets, or confidential business processes of the Company; (vi) act leading to a conviction of (A) a felony or (B) a misdemeanor involving moral turpitude; (vii) _ willful engagement in illegal conduct or gross misconduct, either of which is demonstrably and not insubstantially injurious to the Company; or (viii) failure to follow lawful directions of the Wealth Advisor’s supervisor (other than any such refusal resulting from incapacity due to physical or mental illness); provided, that if such failure is reasonably subject to remedy, as determined by the management committee of the Company (the “Management Committee”), (A) the Company provides written notice to the Wealth Advisor of such failure, which specifies in reasonable detail the manner in which the Company believes the Wealth Advisor has failed to follow such directions, and (B) the Wealth Advisor fails to remedy such failure to follow directions, as determined by the Management Committee, within 30 calendar days following the Wealth Advisor’s receipt of such written notice from the Company (the “Wealth Advisor Cure Period”). For purposes of this provision, no act or failure to act on the part of the Wealth Advisor shall be considered “intentional” or “willful” unless it is done, or omitted to be done, by the Wealth Advisor in bad faith or without reasonable belief that the Wealth Advisor’s action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Company Board or upon the advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done by the Wealth Advisor in good faith and in the best interests of the Company. (c) By the Wealth Advisor with or without Good Reason. The Wealth Advisor’s employment may be terminated by the Wealth Advisor during the Employment Period either with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean, in the absence of the written consent of the Wealth Advisor: @ a material and adverse change in the Wealth Advisor’s position or a failure of the Company to provide the Wealth Advisor with the authorities, responsibilities, and reporting relationships consistent with the Wealth Advisor’s position set forth in Section 3 of this Agreement; (ii) a material failure of the Company to provide any compensation and benefits when due pursuant to the terms of this Agreement; ii) a purported termination of the Wealth Advisor by the Company other than as provided under the terms and conditions of this Agreement; -4- (iv) a relocation of the Company’s offices at which the Wealth Advisor is principally employed to a location more than 50 miles from such location; provided. however, that any business travel required of the Wealth Advisor in connection with the performance of the Wealth Advisor’s duties to the Company shall not constitute a relocation of the Company’s offices at which the Wealth Advisor is principally employed; and ) a failure of the Company to require a successor to assume this Agreement. In order to invoke a termination with Good Reason, the Wealth Advisor shall provide written notice to the Company of the existence of one or more of the events, conditions, or circumstances described in clauses (i) through (v) within 30 calendar days following the Wealth Advisor’s knowledge of the initial existence of such event(s), condition(s), or circumstance(s), specifying in-reasonable detail the event(s), condition(s), or circumstance(s) constituting Good Reason, and, if such event(s), condition(s), or circumstance(s) is reasonably subject to remedy, as determined by the Company Board, the Company shall be provided 30 calendar days from the date the Company receives such written notice from the Wealth Advisor to remedy the such event(s), condition(s) or circumstance(s). In the event that the Company fails to remedy the event(s), condition(s), or circumstance(s) constituting Good Reason during the Company Cure Period, the Wealth Advisor’s “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within 30 calendar days following the end of the Company Cure Period in order for such termination as a result of such event(s), condition(s), or circumstance(s) to constitute a termination with Good Reason within the meaning of this Agreement. @ Retirement. The Wealth Advisor’s employment may be terminated by the Wealth Advisor during the Employment Period due to the Wealth Advisor’s Retirement. For purposes of this Agreement, “Retirement” shall mean the Wealth Advisor’s voluntary termination of employment with the Company on or after the Wealth Advisor’s attainment of age 65, provided, that such Wealth Advisor does not, for a period of at least twelve (12) months, following the Date of Termination become employed by any person or entity that is engaged in the same or similar line of business as that of the Company as determined in the sole and absolute discretion of the Company Board. © Notice of Termination. Any termination by the Company with or without Cause or by the Wealth Advisor with or without Good Reason or due to the Wealth Advisor’s Retirement shall be communicated by a Notice of Termination to the other Party hereto given in accordance with Section 12(g) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice that: (i) indicates the specific termination provision in this Agreement relied upon; (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Wealth Advisor’s employment under the provision so indicated; and (iii) specifies the Date of Termination, in accordance with the provisions of Section 5(f) of this Agreement. The failure by the Wealth Advisor or the Company to set forth in the Notice of Termination any fact or circumstance that contributes, respectively, to a showing of Good Reason or Cause shall not waive any right of the Wealth Advisor or the Company hereunder or preclude the Wealth Advisor or the Company from 5. asserting such fact or circumstance in enforcing the Wealth Advisor’s or the Company’s rights hereunder. @ Date of Termination. “Date of Termination” means: (i) if the Wealth Advisor’s employment is terminated by the Company without Cause (and other than due to the Wealth Advisors’ death or Disability), or by the Wealth Advisor due to Retirement, the date of receipt of the Notice of Termination or any later date specified therein that is no more than 30 calendar days from the date of the Notice of Termination, as the case may be; (ii) if the Wealth Advisor’s employment is terminated by the Wealth Advisor for Good Reason, a date that is no later than 30 calendar days after the expiration of the Company Cure Period, if applicable; (iii) if the Wealth Advisor’s employment is terminated by the Wealth Advisor without Good Reason, the earlier of the date that is 30 calendar days following the date of such Notice of Termination or a date chosen by the Company following its receipt of such Notice of Termination; (iv) if the Wealth Advisor’s employment is terminated by the Company for Cause, the earlier of the date the Wealth Advisor Cure Period expires, where applicable, or another date specified by the Company in the Notice of Termination; (v) if the Wealth Advisor’s employment is terminated by reason of death or Disability, the date of the Wealth Advisor’s death or the Disability Effective Date, as the case may be; (vi) if the Employment Period expires as a result of the delivery of a Notice of Nonrenewal by either Party to the other Party, and the Wealth Advisor does not continue employment with the Company on an at-will basis, as contemplated by Section 2, the last date of the Employment Period; or (vii) if the Employment Period expires as a result of the delivery of a Notice of Nonrenewal by either Party to the other Party, but the Wealth Advisor continues his or her employment with the Company on an at-will basis, as contemplated by Section 2, the last date the Wealth Advisor is actually employed by the Company on an at- will basis. 6 Obligations of the Company upon Termination. (a) Without Cause (and Other than by Reason of Death or Disability) or for Good Reason. If, during the Employment Period, the Company terminates the Wealth Advisor’s employment without Cause (and other than by reason of the Wealth Advisor’s death or Disability), or the Wealth Advisor resigns the Wealth Advisor’s employment with Good Reason, then this Agreement and all the Parties’ respective rights and obligations hereunder shall terminate effective as of the Date of Termination, except as otherwise provided in Section 6(k) and for the Company’s obligation to pay or provide to the Wealth Advisor the following: @ as soon as reasonably practicable following the Date of Termination, or in such time frame as required by applicable law, a lump sum cash payment consisting of any accrued Annual Base Salary in effect as of the Date of Termination and unused vacation accrued through the Date of Termination, to the extent such Annual Base Salary and vacation has not already been paid to the Wealth Advisor (the “Accrued Obligations”); Gi) to the extent not theretofore paid or provided, the Company shall, as soon as reasonably practicable following the Date of Termination, and in any event within the time frame required by any plan, program, policy, practice, contract or agreement of the Company, pay or provide to the Wealth Advisor any other amounts or 6- benefits required to be paid or provided or which the Wealth Advisor is eligible to receive under any plan, program, policy, practice, contract, or agreement of the Company Cadence, and/or the Affiliated Entities, as applicable, through the Date of Termination, and shall pay such unreimbursed expenses incurred through the Date of Termination as are subject to reimbursement pursuant to Section 4(d) of this Agreement (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits and Expenses”); (iii) in the form of a cash payment payable in three (3) roughly equal monthly installments beginning on the date specified in Section 6(i) of this Agreement, (A) a pro rata share of the Annual Bonus in effect as of the Date of Termination based on the number of full calendar months worked by the Wealth Advisor in the fiscal year in which the Date of Termination occurs, plus (B) an amount equal to 3 months of the Annual Base Salary in effect as of the Date of Termination; and (iv) for a 3-month period following the Date of Termination, a payment each month equal to the monthly cost of continued coverage for the Wealth Advisor and, where applicable, the Wealth Advisor’s spouse and dependents, under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) paid by the Wealth Advisor under the group health plan applicable to the Wealth Advisor as of the Date of Termination, pursuant to Section 4980B of the Code, less the amount that the Wealth Advisor would be required to contribute for such health coverage if the Wealth Advisor were an active employee of the Company (each, a “COBRA Payment”); provided that the Wealth Advisor is eligible for and timely elects COBRA continuation coverage. (b) Change of Control. @ If, during the Employment Period, a Change in Control (as defined below) occurs and, within 24 months following such Change in Control, the Company terminates the Wealth Advisor’s employment without Cause (and other than by reason of the Wealth Advisor’s death or Disability) or the Wealth Advisor resigns the Wealth Advisor’s employment with Good Reason, then this Agreement and all the Parties’ respective rights and obligations hereunder shall terminate effective as of the Date of Termination, except as otherwise provided in Section 6(k) and the Company’s obligation to pay or provide to the Wealth Advisor the following: (A) as soon as reasonably practicable following the Date of Termination, or in such time frame as required by applicable law, a lump sum cash payment consisting of the Accrued Obligations; @) to the extent not theretofore paid or provided, the Company shall, as soon as reasonably practicable following the Date of Termination, and in any event within the time frame required by any plan, program, policy, practice, contract or agreement of the Company, pay or provide to the Wealth Advisor the Other Benefits and Expenses; -7- (©) in the form of a cash payment payable in 12 monthly installments beginning on the date specified in Section 6(i) of this Agreement, (1)a pro rata share of the Annual Bonus in effect as of the Date of Termination based on the number of full calendar months worked by the Wealth Advisor in the fiscal year in which the Date of Termination occurs; plus (2) an amount equal to 12 months of the Annual Base Salary in effect as of the Date of Termination; and @) for the 12-month period following the Date of Termination, a COBRA Payment; provided that the Wealth Advisor is eligible for and timely elects COBRA continuation coverage. Gi) For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events: (A) the acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then outstanding shares of common stock of Cadence (the “Outstanding Cadence Common Stock”) or (2) the combined voting power of the then outstanding voting securities of Cadence entitled to vote generally in the election of directors (the “Outstanding Cadenc Voting Securities”); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute a Change in Control: (a) any acquisition directly from Cadence, (b) any acquisition by Cadence, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Cadence or any entity controlled by Cadence, or (d) any acquisition by any entity pursuant to a transaction which complies with clauses (1), (2), and (3) of subsection (C) of this Section 6(b)(ii); or (B) individuals who, as of June 30, 2015, constitute the Cadence Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Cadence Board; provided, however, that any individual becoming a director subsequent to June 30, 2015 whose election, or nomination for election by Cadence’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Cadence Board; or () consummation of a reorganization, merger, statutory share exchange or consolidation, or similar transaction involving Cadence or any Cadence Subsidiary (as defined below) with a third party or sale or other disposition of all or substantially all of the assets of Cadence to a third party (a “Business Combination”), in each case, unless, following such Business -8- Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Cadence Common Stock and Outstanding Cadence Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a non- corporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns Cadence or all or substantially all of Cadence’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Cadence Shares and Outstanding Cadence Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any parent of such entity, or any employee benefit plan (or related trust) of Cadence, such entity resulting from such Business Combination or such parent) beneficially owns, directly or indirectly, 30% or more, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Cadence Board, providing for such Business Combination. For purposes of this Section 6(b)(ii)(C), the term “Cadence Subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by Cadence or any successor of Cadence; or @) The approval by the stockholders of Cadence of a complete liquidation or dissolution of Cadence. ©) Death or Disability. If the Wealth Advisor’s employment is terminated by reason of the Wealth Advisor’s death or Disability during the Employment Period, then this Agreement and all the Parties’ respective rights and obligations hereunder shall terminate effective as of the Date of Termination, except as otherwise provided in Section 6(k) and for the Company’s obligation to pay or provide to the Wealth Advisor or the Wealth Advisor’s estate or beneficiary, as the case may be, the following: @ as soon as reasonably practicable following the Date of Termination, or in such time frame as required by applicable law, a lump sum cash payment in an amount equal to the Accrued Obligations; -9- Gi) to the extent not theretofore paid or provided, the Company shall, as soon as reasonably practicable following the Date of Termination, and in any event within the time frame required by any plan, program, policy, practice, contract or agreement of the Company, pay or provide to the Wealth Advisor the Other Benefits and Expenses; (iii) in the form of a cash payment payable in three (3) roughly equal monthly installments beginning on the date specified in Section 6(i) of this Agreement, a pro rata share of the Annual Bonus in effect as of the Date of Termination based on the number of full calendar months worked by the Wealth Advisor in the fiscal year in which the Date of Termination occurs; and (iv) in the case of the Wealth Advisor’s Disability, for a 12-month period following the Date of Termination, a COBRA Payment; provided that the Wealth Advisor is eligible for and timely elects COBRA continuation coverage. The term “Other Benefits and Expenses” as utilized in this Section 6(c) shall also include death or disability benefits under Company or Cadence provided plans as in effect on the date of the Wealth Advisor’s death with respect to Wealth Advisors and their beneficiaries generally. (d) Cause; Without Good Reason. If the Wealth Advisor’s employment is terminated by the Company with Cause or by the Wealth Advisor without Good Reason during the Employment Period, then this Agreement and all the Parties’ respective rights and obligations hereunder shall terminate effective as of the Date of Termination, except as otherwise provided in Section 6(k) and for the Company’s obligation to pay or provide to the Wealth Advisor the following: @ as soon as reasonably practicable following the Date of Termination, or in such time frame as required by applicable law, a lump sum cash payment in an amount equal to the Accrued Obligations; and ai) to the extent not theretofore paid or provided, the Company. shall, as soon as reasonably practicable following the Date of Termination, and in any event within the time frame required by any plan, program, policy, practice, contract or agreement of the Company, pay or provide to the Wealth Advisor the Other Benefits and Expenses. ) Retirement. If the Wealth Advisor’s employment is terminated by reason of the Wealth Advisor’s Retirement during the Employment Period, then this Agreement and all the Parties’ respective rights and obligations hereunder shall terminate effective as of the Date of Termination, except as otherwise provided in Section 6(k) and for the Company’s obligation to pay or provide to the Wealth Advisor the following: @ as soon as reasonably practicable following the Date of Termination, or in such time frame as required by applicable law, a lump sum cash payment consisting of the Accrued Obligations; -10- Gi) to the extent not theretofore paid or provided, the Company shall, as soon as reasonably practicable following the Date of Termination, and in any event within the time frame required by any plan, program, policy, practice, contract or agreement of the Company, pay or provide to the Wealth Advisor the Other Benefits and Expenses; and (ii) in the form of a cash payment payable in three (3) roughly equal monthly installments beginning on the date specified in Section 6(i) of this Agreement, a pro rata share of the Annual Bonus in effect as of the Date of Termination based on the number of full calendar months worked by the Wealth Advisor in the fiscal year in which the Date of Termination occurs; provided, however, that if, during the twelve (12) month period immediately following the Date of Termination, the Wealth Advisor becomes employed by any person or entity that is engaged in the same or similar line of business as that of the Company as determined in the sole and absolute discretion of the Company Board, then all payments and benefits provided under this Section 6(e)(iii), less an amount of $100.00 that shall be retained as consideration for the release of claims set forth in this Section 6(i), to the extent paid, shall be subject to a right of reclamation by the Company or, to the extent unpaid, forfeiture by the Wealth Advisor. ® Nonrenewal If the Employment Period expires as a result of the delivery of a Notice of Nonrenewal by the Company or the Wealth Advisor, then this Agreement and all the Parties’ respective rights and obligations hereunder shall terminate effective as of the Date of Termination, except as otherwise provided in Section 6(k) below and, unless otherwise agreed to by the Parties where, following the expiration of the Employment Period, the Wealth Advisor continues employment with the Company on an at-will basis, as contemplated by Section 2, except for the Company’s obligation to pay or provide to the Wealth Advisor the following: @ as soon as reasonably practicable following the Date of Termination, or in such time frame as required by applicable law, a lump sum cash payment in an amount equal to the Accrued Obligations; (ii) to the extent not theretofore paid or provided, the Company shall, as soon as reasonably practicable following the Date of Termination, and in any event within the time frame required by any plan, program, policy, practice, contract or agreement of the Company, pay or provide to the Wealth Advisor the Other Benefits and Expenses; and (iii) in the form of a cash payment payable in three (3) roughly equal monthly installments beginning on the date specified in Section 6(i) of this Agreement, a pro rata share of the Annual Bonus in effect as of the Date of Termination based on the number of full calendar months worked by the Wealth Advisor in the fiscal year in which the Date of Termination occurs. () Effect of Termination on Equity Compensation. Upon a termination of the Wealth Advisor’s employment with the Company for any reason, any payments, benefits, or other rights of the Wealth Advisor pursuant to applicable equity or other long-term incentive -11- programs of the Company and/or Cadence shall be governed by the terms and conditions of the applicable program documents. (h) Effect of Termination on Other Positions. If, on the Date of Termination, the Wealth Advisor is a member of the Company Board, the Board of Directors of Cadence (“Cadence Board”) or the board of directors of any of Cadence’s subsidiaries or holds any other position with the Company, its Affiliated Entities, and/or Cadence, the Wealth Advisor shall be deemed to have resigned from all such positions as of the date of the Wealth Advisor’s termination of employment with the Company. The Wealth Advisor agrees to execute such documents and take such other actions as the Company or Cadence may request to reflect such Tesignation. @ Amounts Subject to Release of Claims and Compliance with Restrictive Covenants. The payments and benefits provided under this Section 6 (other than the Accrued Obligations and the Other Benefits and Expenses) are subject to the Wealth Advisor’s: (i execution, delivery to the Company, and non-revocation within 60 calendar days of the Date of Termination of a release of claims in favor of the Company, its predecessors, successors, parent companies, subsidiaries, operating units, affiliates, and divisions, the Affiliated Entities, Cadence and each of the foregoing entities’ respective agents, representatives, members, and managers, officers, directors, shareholders, employees, insurers, fiduciaries of employee benefit plans, plan administrators, and attorneys in a form acceptable to the Company in connection with employment terminations (and not imposing any post-employment restrictive covenant other than to reaffirm any such restrictive covenant applicable under this Agreement) (the “General Release”); and (ii) compliance with the provisions of Sections 10(b), 10(c), 10(d), and 10(e) of this Agreement during the Employment Period and after the Date of Termination. In the event the Wealth Advisor breaches the terms of Section 10(b), 10(c), 10(d), or 10(e) of this Agreement, all payments and benefits provided under this Section 6 (other than the Accrued Obligations and the Other Benefits and Expenses), less an amount of $100.00 that shall be retained as consideration for the release of claims set forth in this Section 6(i), to the extent paid, shall be subject to a right of reclamation by the Company or, to the extent unpaid, forfeiture by the Wealth Advisor. The Wealth Advisor shall deliver a properly executed copy of the General Release within the particular time period specified therein, and the payments and benefits provided under this Section 6 (other than the Accrued Obligations and the Other Benefits and Expenses) shall begin on the 60th calendar day following the Date of Termination or such later date as is provided under this Agreement, provided that the Wealth Advisor has executed and submitted such General Release and the statutory period during which the Wealth Advisor is entitled to revoke such release of claims has expired on or before such 60th calendar day. @) Full Settlement. The payments and benefits provided under this Section 6 of this Agreement (including, without limitation, the Other Benefits and Expenses) shall be in full satisfaction of the Company’s obligations to the Wealth Advisor upon the Wealth Advisor’s termination of employment, notwithstanding the remaining length of the Employment Period, and in no event shall the Wealth Advisor be entitled to severance benefits (or other damages in respect of a termination of employment or claim for breach of this Agreement) beyond those specified in this Section 6. -12- & Survival of Obligations. Upon termination of the Employment Period and/or the Wealth Advisor’s employment with the Company, as applicable, for any reason, whether by the Wealth Advisor or the Company, the provisions of Sections 10-12 of this Agreement shall continue to apply in accordance with their terms. 7 No Mitigation; No Offset. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that the Company may have against the Wealth Advisor or others. In no event shall the Wealth Advisor be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Wealth Advisor under any of the provisions of this Agreement, and such amounts shall not be reduced regardless of whether the Wealth Advisor obtains other employment. 8 Section 409A; FDIC; Forfeiture. (a) Section 409A. @ General. It is intended that this Agreement shall comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto, or an exemption to Section 409A of the Code. Any payments that qualify for the “short- term deferral” exception, the “severance payment” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion under Section 409A of the Code for certain short-term deferral amounts. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code. In no event may the Wealth Advisor, directly or indirectly, designate the calendar year of any payment under this Agreement. Within the time period permitted by the applicable Treasury Regulations (or such later time as may be permitted under Section 409A of the Code or any Internal Revenue Service or Department of Treasury rules or other guidance issued thereunder), the Company may, in consultation with the Wealth Advisor, modify the Agreement in order to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Wealth Advisor pursuant to Section 409A of the Code (to the extent economically more advantageous to the Wealth Advisor than the imposition of any taxes and penalties). Gi) In-Kind Benefits and Reimbursements. Notwithstanding anything to the contrary in this Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (w) any reimbursement is for expenses incurred during the Wealth Advisor’s lifetime (or during a shorter period of time specified in this Agreement); (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year -13- may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. (iii) Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Wealth Advisor is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date of termination), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to the Wealth Advisor under this Agreement during the six-month period following the Wealth Advisor’s separation from service (as determined in accordance with Section 409A of the Code) on account of the Wealth Advisor’s separation from service shall be accumulated and paid to the Wealth Advisor on the first business day of the seventh month following the Wealth Advisor’s separation from service (the “Delayed Payment Date”). The Wealth Advisor shall be entitled to interest on any delayed cash payments from the date of termination to the Delayed Payment Date at a rate equal to the applicable federal short-term rate in effect under Section 1274(d) of the Code for the month in which the Wealth Advisor’s separation from service occurs. If the Wealth Advisor dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of the Wealth Advisor’s estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of the Wealth Advisor’s death. (iv) Release Payments. In the event that the Wealth Advisor is required to execute a release to receive any payments from the Company that constitute nonqualified deferred compensation under Section 409A of the Code, payment of such amounts shall not be made or commence until the sixtieth (60th) day following the Date of Termination. Any payments that are suspended during the sixty (60) day period shall be paid on the date the first regular payroll is made immediately following the end of such period. (b) FDIC. Cadence, the Company and the Wealth Advisor mutually acknowledge that the terms of this Agreement shall be subject to and limited by any requirements or limitations that may apply under any applicable law, including any rules or regulations promulgated by the FDIC (“FDIC Guidance”). Accordingly, the Wealth Advisor hereby (i) acknowledges and understands that any compensation payable to him under any benefit plan of Cadence and/or the Company, including without limitation under this Agreement, may be subject to and limited by such FDIC Guidance, (ii) consents to any future modifications and limitations with respect to and under such benefit plans to the extent necessary to ensure compliance with FDIC Guidance, (iii) agrees that any plan, program, policy, agreement, or arrangement of Cadence and/or the Company and this Agreement shall be treated as a benefit plan for purposes of such limitations, (iv) voluntarily waives any claim against Cadence and/or the Company for any changes to the Wealth Advisor’s compensation or benefits that are required to comply with the FDIC Guidance as in effect from time to time, (v) agrees that s