ISBC 2017 Form 10-K & 2018 Proxy Statement

58 Potential Payments Upon Termination or Change in Control At December 31, 2017, Investors Bancorp has entered into employment agreements with Messrs. Cummings, Cama, Spengler, Kalamaras and Burke. A narrative description of the material terms of the agreements is set forth in “Compensation Discussion and Analysis.” The table below reflects the amount of compensation and benefits payable to each Named Executive Officer pursuant to his employment agreement in the event of termination of his employment. No payments are required under the employment agreements due to the Named Executive Officers’ voluntary termination prior to a change in control. The amount of compensation payable to each Named Executive Officer upon: (i) retirement; (ii) early retirement; (iii) involuntary termination (other than for cause); (iv) termination following a change of control; and (v) in the event of disability is shown below. The amounts shown assume that such termination was effective as of December 31, 2017, and thus includes amounts earned through such time and are estimates of the amounts that would be paid to the Named Executive Officer upon termination. The amounts shown relating to unvested stock options and restricted stock awards are based on the fair market value of Investors Bancorp common stock on December 31, 2017 of $13.88 per share. Messrs. Cummings and Cama are entitled to tax indemnification payments for any excess parachute payments under Section 280G of the Internal Revenue Code. With respect to the change in control benefits payable to Messrs. Spengler, Kalamaras and Burke, the amounts shown in the table below do not take into account any reductions that may be required in order to comply with the Internal Revenue Code Section 280G cut back or net best benefit provision in each of their employment agreements. The actual amounts to be paid out can only be determined at the time of such executive’s date of termination with Investors Bancorp. The following table does not include amounts payable upon termination of employment under SERP I and SERP II that are vested as of December 31, 2017 because the present value of the accumulated vested benefits under each of those plans as of December 31, 2017 is set forth in the tables above. Mr. Cummings Mr. Cama Mr. Spengler Mr. Kalamaras Mr. Burke Retirement (1) Retiree Health/Life Insurance — — — — — Stock Option Vesting — — — — — Restricted Stock Vesting — — — — — Early Retirement (1) Retiree Health/Life Insurance — — — — — Stock Option Vesting — — — — — Restricted Stock Vesting — — — — — Disability Salary Continuation (2) 2,608,438 1,638,438 1,138,438 1,093,438 738,438 Stock Option Vesting 1,276,190 1,020,953 682,763 682,763 599,810 Restricted Stock Vesting 10,905,710 8,724,579 6,649,172 6,649,172 5,644,538 Other benefits (3) 22,248 23,784 15,260 6,941 11,783 Death Salary Continuation (5) 1,075,000 725,000 465,000 450,000 425,000 Stock Option Vesting 1,276,190 1,020,953 682,763 682,763 599,810 Restricted Stock Vesting 10,905,710 8,724,579 6,649,172 6,649,172 5,644,538 Other benefits (3) 33,697 33,002 26,868 144 22,161 Discharge w/o Cause or Resignation w/ Good Reason-no Change in Control Stock Option Vesting — — — — — Restricted Stock Vesting — — — — — Salary and Cash Incentive (6) 9,627,270 5,629,248 2,644,641 2,899,530 2,672,592 Other benefits (3) 133,485 142,706 96,779 46,865 74,116 Excess Pension Benefit (4)(6) — — — — — Discharge w/o Cause or Resignation w/ Good Reason-Change in Control-related Stock Option Vesting 1,276,190 1,020,953 682,763 682,763 599,810 Restricted Stock Vesting 10,905,710 8,724,579 6,649,172 6,649,172 5,644,538 Salary and Cash Incentive (6) 9,627,270 5,629,248 2,644,641 2,899,530 2,672,592 Other benefits (3) 133,485 142,706 96,779 46,865 74,116 Excess Pension Benefit (4)(6) — — — — — Tax Indemnification Payment (7) 8,117,720 5,671,835 — — — (1) As of December 31, 2017, none of the Named Executive Officers were eligible for early retirement or retirement. PROXY STATEMENT