Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2026, Customers Bancorp, Inc. (the "Company") entered into a Supplemental Executive Retirement Plan (the "Plan") for the benefit of Lyle Cunningham (the "Executive"). The purpose of the Plan is to provide supplemental nonqualified pension benefits to the Executive and incentivize the Executive to continue to make substantial contributions to the success of the Company. The Plan supersedes the prior Supplemental Executive Retirement Plan adopted by the Company on behalf of Executive on April 27, 2022.
The Plan is intended to be and shall be administered as an income tax nonqualified, unfunded plan primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Sections 201(2), 301(a)(3), and 401(a)(1). The Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and, accordingly, the intent of the parties hereto is that the Plan shall be operated and interpreted consistent with the requirements thereof.
The Plan provides for, among other features, a monthly benefit payment of $12,500 to the Executive upon the Executive's Separation from Service after reaching Normal Retirement Age for any reason other than death and continuing for the Executive's lifetime; an Early Termination Benefit equal to the vested benefit payment in the event the Executive incurs a Separation from Service prior to Normal Retirement Age for any reason other than death or Change in Control payable monthly and continuing for the Executive's lifetime; a Change in Control Benefit payable monthly and continuing for the Executive's lifetime if the Executive is actively employed at the time of a Change in Control and incurs a Separation from Service, except for Cause, within twelve (12) months following the Change in Control; and certain disability and death benefits. The Plan also includes certain Clawback, Noncompete, Non-Disclosure and Non-Solicitation provisions and provides for forfeiture of benefits in the event the Executive is terminated for Cause.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by the terms and conditions of the Plan, a copy of which is filed as Exhibit 10.1 hereto and are incorporated herein by reference.
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