Sterling Bancorp, Inc. (NASDAQ:), a federally chartered savings institution, has entered into a change of control agreement with Chief Financial Officer Karen Knott, according to a current report filed with the SEC today, Tuesday. The agreement outlines compensatory arrangements in the event of a change of control at the bank.
The agreement, effective as of today, provides that if Ms. Knott is terminated without cause or resigns for good reason following a change of control or pending change of control, she will receive a severance payment equal to one year’s base salary, which currently stands at $350,000.
The severance will be paid on the 60th day following her termination, contingent upon a release of claims. The agreement also provides for continued base salary payments in the case of disability following a change of control.
The change of control agreement includes standard entitlements, which cover earned but unpaid compensation and benefits due under existing benefit and compensation plans, including bonuses. It also contains non-solicitation, non-competition, and non-disclosure clauses.
A “pending change of control” is defined within the agreement as either the signing of a definitive agreement for a transaction that would result in a change of control, or the commencement of a tender offer that would lead to such a change.
The agreement is set to remain in effect until the third anniversary of its date or the first anniversary of a change of control, whichever comes first. The document specifies that the agreement is subject to applicable banking regulatory requirements and the company’s clawback policy, among other recoupment laws or policies.
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