Sandy Spring Bancorp, Inc. recently entered into an Agreement and Plan of Merger with Atlantic Union Bankshares Corporation, which will result in the merger of the two entities. In response to potential "excess parachute payments" under Section 280G of the Internal Revenue Code, the Compensation Committee of the Board of Directors approved certain actions to mitigate the impact on eligible employees. As a result, certain employees, including those who are eligible, will receive accelerated payments and grants.
The specific actions approved include the acceleration of the payment of fiscal year 2024 annual bonuses (FY24 Annual Bonus), the accelerated vesting of certain Company restricted stock awards (RSAs), and the grant of shares of restricted stock with a fair market value equal to a percentage of base salary. These accelerated amounts will be paid in December 2024 instead of in 2025.
In the event of termination of employment prior to the date on which the payment or grant would have been earned, employees are required to repay the applicable amounts. There are also provisions for true-ups for the accelerated payments in 2024, which will be based on the actual payout percentage of the FY24 Annual Bonus.
The Agreement also includes acknowledgments from the employees regarding the terms and conditions of the accelerated payments and grants, as well as provisions for the governing laws and potential invalidation of certain provisions.
The press release does not provide specific financial figures or the number of employees impacted by these actions. Following these announcements, the company's shares moved -0.8%, and are now trading at a price of $36.67. For the full picture, make sure to review Atlantic Union Bankshares's 8-K report.
