Bankwell Financial Group, Inc. (NASDAQ:BWFG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Item 5.02 (e)

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On December 29, 2016 Bankwell Financial Group, Inc., the
holding company (“Company”) for Bankwell Bank (“Bank”),
entered into a new employment agreement with its President
and Chief Executive Officer, Christopher Gruseke. The new
agreement replaces and supersedes Mr. Gruseke’s employment
agreement dated February 25, 2015.

The new employment contract is retroactive to June 1, 2016
and extends until January 5, 2019. It can be renewed
annually for an additional one year. His current salary is
$550,000 and he is eligible for annual cash incentives with
a target of 40% of salary. Incentive payments are subject
to such deductions and clawback as shall be required to be
made to law, government regulation or stock exchange
listing requirements (or any policy adopted by the Company
to any such law, government regulation or stock exchange
listing requirement). The agreement provides for Change of
Control “double trigger” payments (i) in an amount equal
to three (3) times his average annual compensation for
services rendered that was includible in the Executive’s
gross income (partial years being annualized) for the
immediately preceding five (5) taxable years (or such
shorter period as the Executive was employed) and (ii) the
Company will reimburse him for the difference between the
monthly COBRA premium paid by him for himself and his
dependents and the monthly premium amount paid by similarly
situated active executives, for up to two years. The new
agreement provides for a gross up for 280G purposes if a
change of control occurs by December 31, 2019. The new
agreement otherwise is similar to his old employment
agreement and contains customary terms for an executive in
his position.