Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) On January 8, 2025, the Bank entered into an Amended and Restated Transition Agreement with Adalberto Cantu, Jr., its Senior Vice President and Senior Credit Officer (the "Agreement"). Pursuant to the Agreement, Mr. Cantu will continue to serve on an at-will full-time basis through and including December 31, 2025 (the "Transition Period"). Beginning January 1, 2026, Mr. Cantu will serve the Bank as Special Assets Manager on a part-time (no more than 20 hours per week) or as-needed consultant basis for the period beginning January 1, 2026 and ending on November 15, 2026 (or such shorter period as shall be mutually agreed to by the parties in good faith).
Between now and December 31, 2025, Mr. Cantu will continue to receive his current annual salary during the Transition Period as may be increased from time to time in such amount as determined by the Bank, plus such bonus payments as may be determined by the Board of Directors of the Bank. Beginning January 1, 2026, Mr. Cantu's base salary shall be an amount per annum that equals 50% of his base salary in effect of December 31, 2025.
During the Transition Period, Mr. Cantu will continue to be eligible to participate in the benefit plans of the Bank, to the extent commensurate with his then duties and responsibilities and provided that his services continue to satisfy the eligibility requirements of the applicable plan, and the Bank will continue to provide him with disability, life and AD&D coverage through December 31, 2025. In addition, the Bank will continue to pay the premiums for Mr. Cantu's Medicare supplement and Part D drug coverage through and including December 31, 2026. The Bank will also continue to pay Mr. Cantu a $100 per month mobile phone allowance for as long as he remains employed by the Bank.
In the event Mr. Cantu (i) continues to be employed by the Bank through and including November 15, 2026, (ii) complies with all of the provisions of his Cantu Agreement, (iii) retires on November 15, 2026, and (iv) timely executes a general release of claims in a form to be provided by the Bank and does not revoke such release, then the Bank shall pay Mr. Cantu a lump sum $10,000 severance payment.
If Mr. Cantu's employment is terminated before November 15, 2026 due to disability, death, for Good Reason by Mr. Cantu or by the Bank for other than Cause, then the only compensation or benefits that Mr. Cantu shall be entitled to receive under his Transition Agreement are the continued insurance coverages through the dates specified above.
The foregoing description is qualified in its entirety by reference to the above Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference thereto.
(f) Not applicable.