Exhibit 10.9
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is dated as of August 10, 2021 and effective as of June 1, 2021 (the “Effective Date”), between David Justin Haley (the “Employee”) and Medallion Financial Corp., a Delaware corporation (“Medallion”) and Medallion Bank, a Utah corporation (the “Bank” and together with Medallion, the “Company”).
WHEREAS, the Company has employed Employee pursuant to an employment agreement dated June 2, 2015 (the “Prior Agreement”);
WHEREAS, the Company wishes to continue the employment of Employee, and Employee wishes to continue to serve the Company, in the capacities and on the terms and conditions set forth in this Agreement; and
WHEREAS, the Company wishes to amend and restate the Prior Agreement, and Employee wishes to amend and restate the Prior Agreement, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, it is hereby agreed as follows:
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5.6 Compensation following a Change in Control. Upon the occurrence of a Change in Control (as defined below), in the event this Agreement is not assumed by the successor corporation and Employee is not offered employment on similar terms to the terms of this Agreement, the Employee shall be entitled to receive the termination payments set forth in Section 5.1. For purposes of this Section 5.6 a
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Change in Control shall be deemed to have taken place if (i) any “Person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than Alvin Murstein or Andrew Murstein, or any of their respective affiliates, is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Voting Securities”); provided, however, that the event described above shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (a) by the Company or any subsidiary of the Company in which the Company owns more than 50% of the combined voting power of such entity (a “Subsidiary”), (b) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (c) by any underwriter temporarily holding the Company's Voting Securities pursuant to an offering of such Voting Securities, or (d) pursuant to any acquisition by Employee or any group of persons including Employee (or any entity controlled by Employee or any group of persons including Employee) or (ii) during any period of 24 months or less, the persons who were Continuing Directors (as defined below) immediately before the beginning of such period shall cease, for any reason other than death, to constitute at least a majority of the Board, provided that any director who was not a director at the beginning of such period shall be deemed to be a Continuing Director if clause (ii) of the definition of “Continuing Director” applies. “Continuing Director” shall mean any member of the Board who either (i) is a member of the Board on the date hereof, or (ii) was nominated for election to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Continuing Directors.
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If to Medallion:
Medallion Financial Corp.
437 Madison Avenue, 38th Floor
New York, NY 10022
Attn: President
Facsimile: 212-328-2121
If to the Bank:
Medallion Bank
1100 East 6600 South
Salt Lake City, Utah 84121
Attn: President
Facsimile: 801-284-7077
If to Employee:
David Justin Haley
1149 Wood Briar Circle
North Salt Lake, Utah 84054
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
MEDALLION FINANCIAL CORP.
By: /s/ Andrew M. Murstein
Name: Andrew M. Murstein
Title: President
MEDALLION BANK
By: /s/ Donald Poulton
Name: Donald Poulton
Title: President and Chief Executive Officer
DAVID JUSTIN HALEY
/s/ David Justin Haley
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