Exhibit 10.1
Thomas J. Bell, III
Byline Bancorp, Inc. and Byline Bank
180 North LaSalle Street, Suite 3000
Chicago, IL 60601
Re: Employment Terms
Dear Tom:
On behalf of the Board of Directors of each of Byline Bancorp, Inc., a Delaware corporation (the “Holding Company”), and Byline Bank, an Illinois chartered bank (the “Company”), (the “Holding Company Board” and the “Board”, respectively), I am pleased to confirm your continued employment on the terms set forth in this letter (this “Agreement”). In this Agreement, references to your employment by the Company or your duties or obligations to the Company shall include your employment by and duties and obligations to the Holding Company, and references in this Agreement to the Company’s obligations to provide compensation or make payments to you shall include obligations of the Holding Company to pay or provide, or to cause the Company to pay or provide, in either case without duplication, such compensation or payments to you. In addition, references to the Board shall include the Holding Company Board.
\\
Thomas J. Bell III
Page 2
|
|
|
Thomas J. Bell III
Page 3
|
|
|
Thomas J. Bell III
Page 4
|
|
|
Thomas J. Bell III
Page 5
|
|
|
Thomas J. Bell III
Page 6
|
|
|
Thomas J. Bell III
Page 7
|
|
|
Thomas J. Bell III
Page 8
If to the Holding Company and/or Company:
Byline Bancorp, Inc. and/or Byline Bank
180 North LaSalle Street
Suite 300
Chicago, Illinois 60601
(or such address hereafter where the Company locates its corporate offices)
Attention: Chief Human Resources Officer
If to you: At the most recent address on the payroll files of the Company
[Signature Page Follows This Page]
|
|
|
Thomas J. Bell III
Page 9
On behalf of the Holding Company and the Board, I am excited to confirm your continuing employment under this Agreement and look forward to a mutually rewarding relationship.
| Very truly yours, |
| BYLINE BANCORP, INC. and BYLINE BANK
By: /s/ Roberto R. Herencia Roberto R. Herencia
|
|
Date: 04/05/23 |
Agreed and Accepted: |
|
/s/ Thomas J. Bell III |
|
Date: 04/05/23 |
|
|
|
|
ATTACHMENT
Definitions
“Cause” shall mean (A) your willful and continued failure to perform substantially your duties (after written notice and a reasonable period to cure); (B) your willfully engaging in illegal conduct, an act of dishonesty or gross misconduct related to the performance of your duties and responsibilities; (C) your being charged with a crime involving moral turpitude dishonesty, fraud, theft or financial impropriety; (D) your willful violation of a material requirement of any code of ethics or standards of conduct of the Company or the Holding Company applicable to you (after written notice and a reasonable period to cure, if curable) or your violation of your fiduciary duty to the Company or the Holding Company; or (E) a breach of the Agreement Protecting Company Interests; provided, that no act or failure to act by you shall be considered “willful” if such act or omission was conducted in good faith and with a reasonable belief that the action or omission was in the best interests of the Company or the Holding Company, as applicable. Any such termination for Cause shall be predicated by notice to you together with a copy of a resolution, duly adopted by the Board (after a reasonable opportunity for you, together with your counsel, to be heard before the Board), describing the particulars of such “for Cause” termination.
“Change in Control” shall mean the first to occur of:
(A) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary, or (ii) a corporation owned directly or indirectly by the stockholders of the Holding Company in substantially the same proportions as their ownership of stock of the Holding Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Holding Company representing more than 50% of both (x) the total voting power of the then outstanding shares of capital stock of the Holding Company entitled to vote generally in the election of directors (the “Voting Stock”) and (y) the fair market value of the outstanding shares of capital stock of the Holding Company (“Economic Stock”);
(B) Consummation of a reorganization, merger or consolidation, the sale or other disposition of all or substantially all of the assets of the Holding Company (in each such case, a “Business Combination”), unless all or substantially all of the individuals and entities who were the beneficial owners, respectively, of both the Voting Stock and the Economic Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of either (x) the total voting power represented by the voting securities entitled to vote generally in the election of directors of the corporation resulting from the Business Combination or (y) the total fair market value represented by all the voting and nonvoting equity securities of the corporation resulting from the Business Combination (in each such case including, without limitation, an entity which as a result of the Business Combination owns the Holding Company or all or substantially all of the Holding Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to the Business Combination, of the Voting Stock and Economic Stock (combined) of the Holding Company; or
(C) The stockholders of the Holding Company approve a plan of complete liquidation or dissolution of the Holding Company.
|
|
|
The Holding Company Board has final authority to construe and interpret the provisions of the foregoing paragraphs (A), (B), and (C) and to determine whether, and the exact date on which, a “Change in Control” has been deemed to have occurred thereunder.
“Disability” shall have the meaning defined under Treasury Regulation Section 1.409A-3(i)(4).
“Good Reason” means the occurrence of any of the following without your written consent: (A) any material reduction in your Base Salary; (B) any material adverse change by the Company in your title, position, authority or reporting relationships with the Company or (C) the Company’s requirement that you relocate your principal place of employment to a location in excess of fifty (50) miles from your principal work location on the date of the Agreement provided, “Good Reason” shall not exist unless and until you provide the Company with written notice of the acts alleged to constitute Good Reason within ninety (90) days of the initial occurrence of such event, and the Company fails to cure such acts within thirty (30) days of receipt of such notice. You must terminate your employment within 120 days following the initial occurrence of such event for the termination to be on account of Good Reason.
|
|
|
EXHIBIT A
GENERAL RELEASE
|
|
|
ADDITIONALLY, THIS AGREEMENT SPECIFICALLY WAIVES ALL OF EXECUTIVE’S RIGHTS AND POTENTIAL CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (29 U.S.C. § 621 et seq.), AS AMENDED, AND THE OLDER WORKERS’ BENEFIT PROTECTION ACT, AS AMENDED. In connection with this age discrimination waiver, Executive acknowledges and agrees to the following:
| A-2 |
|
| A-3 |
|
IN WITNESS WHEREOF, this General Release has been executed by Executive:
|
, 20__ |
| A-4 |
|