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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 17, 2019, S
&
T Bancorp, Inc. ("S
&
T”) entered into a new Severance Agreement (“New Severance Agreement”) with David G. Antolik, President of S
&
T.
The New Severance Agreement replaces a similar agreement entered into with Mr. Antolik in 2015 (the “Previous Agreement”). The New Severance Agreement provides, among other things, that Mr. Antolik will receive (a) a lump sum payment of 300% of the sum of his base salary and target bonus and (b) a pro-rated annual bonus (based on his target bonus) for the year of termination, payable in a lump sum if: (1) his employment is involuntarily terminated without cause within six months preceding a “change in control” (as defined in the agreement); (2) his employment is involuntarily terminated without cause within three years following a change in control; or (3) he terminates his employment for “good reason” (as defined in the agreement) within three years following a change in control. Under the Previous Agreement, Mr. Antolik was entitled to a lump sum payment of 200% rather than 300% under the same conditions. Aside from the increase in the percentage described above, the provisions of the New Severance Agreement are the same as those contained in the Previous Agreement. If Mr. Antolik had been entitled to the 300% benefit provided in the New Severance Agreement in the event of a without cause or good reason termination upon a change in control of S
&
T at December 31, 2018, his lump sum payment would have been $1,688,720 rather than the $1,113,020 disclosed in S
&
T’s proxy statement for its 2019 annual meeting of shareholders.
The foregoing summary description of the New Severance Agreement is qualified in its entirety by reference to the full text of the New Severance Agreement, a copy of which will be filed with S
&
T’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019.