EMPLOYMENT AGREEMENT BETWEEN BEVERLY NATIONAL CORPORATION AND MICHAEL O. GILLES EMPLOYMENT AGREEMENT
EXHIBIT 10.1
EMPLOYMENT AGREEMENT BETWEEN
XXXXXXX NATIONAL CORPORATION AND XXXXXXX X. XXXXXX
AGREEMENT made and entered into as of the 29th day of August, 2005 by and among Beverly National Corporation, a Massachusetts corporation, its subsidiary, Xxxxxxx National Bank, a national banking association having its principal place of business at 000 Xxxxx Xxxxxx xx Xxxxxxx, Xxxxxxxxxxxxx 00000 (which are collectively or individually referred to as the “Bank”), and Xxxxxxx X. Xxxxxx an individual, with a principal residence of 00 Xxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the “Employee”).
WHEREAS the Employee desires to be so employed.
the public interest, but the Bank shall have the right to approve the Employee’s participation on such other boards and committees as may conflict with the Bank’s own business or demands upon the Employee’s time.
4. Non-Competition. At all times during which the Employee is employed by the Bank under this Agreement and for a period of one (1) year thereafter, the Employee shall not, directly or indirectly, as an employee of any person or entity (whether or not engaged in business for profit), individual proprietor, partner, stockholder, director, officer, joint venturer, investor, lender or in any other capacity whatever (otherwise than as holder of less than ten (10) percent of any securities publicly traded in the market) compete within (i) the Cities of Beverly and Danvers, Massachusetts, or the Towns of Hamilton, Manchester and Topsfield, Massachusetts, or (ii) municipalities contiguous to the Cities of Beverly and Danvers, Massachusetts, the Town of Hamilton, Massachusetts, the Town of Manchester, Massachusetts, and the Town of Topsfield, Massachusetts or (iii) any other Cities or Towns in which the Bank may locate during the term of this Agreement, with the business of the Bank, as such businesses are constituted at any time during the term of this Agreement. For purposes of this Section 4, the Employee’s ownership of or employment by an institution doing business in Beverly, Massachusetts, Danvers, Massachusetts, Xxxxxxxx, Massachusetts, Manchester, Massachusetts or Topsfield, Massachusetts, in municipalities contiguous to Beverly, Danvers, Hamilton, Manchester or Topsfield, Massachusetts or in such other Cities or Towns, but having its principal place of business elsewhere, shall not constitute competition hereunder so long as the Employee does not solicit business in Beverly, Danvers, Xxxxxxxx, Manchester or Topsfield, Massachusetts, in such contiguous municipalities, or in such other Cities or Towns, as the case may be.
his employment any employee of the Bank or its subsidiaries. This Section shall not apply to solicitation by a future employer of Employee who takes such actions without the assistance or consent of the Employee.
(a) The expiration of the term hereof as provided in Section 1 hereof or as from time to time extended;
(b) The Employee’s resignation from the Bank or the death or disability of the Employee;
(c) Upon the election of the Bank, for Cause, as hereinafter defined, after ten (10) business days’ prior written notice to the Employee. For purposes of this Agreement, the Bank shall be deemed to have “Cause” to terminate the employment of the Employee under this Agreement only if:
(i) The Employee is convicted by a court of competent jurisdiction of any criminal offense involving dishonesty or breach of trust;
(ii) The Employee shall commit an act of fraud materially evidencing bad faith toward the Bank, its parent, any of its subsidiaries or any affiliates;
(ii) The Employee fails (after demand and an opportunity to correct as set forth below) to substantially perform the duties reasonably assigned to him by the President of the Bank which are normal and customary for an Employee in a similar position in a substantially similar company in Massachusetts (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness). The President shall first make a written demand for substantial performance to Employee. Such demand shall specifically identify the objective and reasonable standards which the President believes that Employee has not substantially performed such duties. Such demand shall also specify a reasonable time for Employee to demonstrate objectively to the President of the Bank that he has substantially performed the duties reasonably assigned to him.
(d) At the election of the Employee, for Good Reason, as hereinafter defined, after ten (10) business days written notice of the basis thereof to the Bank if during such period the Bank shall not cure the basis thereof. For the purpose of this Agreement, the Employee shall be deemed to have “Good Reason” to terminate his employment only if the Bank is in material breach of this Agreement or any other written agreement the Bank may have with the Employee.
(e) Upon the election of the Bank, without Cause (as hereinabove defined), after ten (10) business days prior written notice to the Employee.
8. Payments Upon Termination of Employment.
(i) Within five days after such termination, the Bank shall pay to the Employee (or to his personal representative in case of death), the sum of all accrued and unpaid compensation through the date of such termination, plus a lump sum amount equal to one-twelfth of Employee’s base annual salary as in effect as of the date of such termination times the number of months remaining until the expiration of the term of this Agreement (as provided in Section 1 hereof).
(ii) The Bank shall maintain or cause to be maintained in effect for the Employee for a period of twelve months following such termination, at the Bank’s sole expense, all group insurance (including life, health, accident and disability insurance) and all other employee benefit plans, programs or arrangements (other than the Bank’s retirement plan, the Bank’s profit-sharing plan, and the Bank’s employee stock ownership plan), in which the Employee was participating at any time during the twelve (12) months preceding such termination.
(iii) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 8(d) by seeking employment or otherwise.
In the event that the Employee’s participation in any of the foregoing plans, programs or arrangements (including those contemplated by Subsection (d) hereof) is barred by law or otherwise, or in the event that any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced during such period, the Bank shall provide the Employee with benefits substantially similar to those to which the Employee was entitled immediately prior to the date of his termination of employment. Upon expiration of the period of coverage provided hereunder, the Employee shall be provided with the opportunity to have assigned to him at no cost and with no appointment of prepaid premiums any assignable insurance owned by the Bank or any of its subsidiaries and relating specifically to the Employee.
(a) | To the Bank: | Beverly National Corporation and | ||
Xxxxxxx National Bank | ||||
000 Xxxxx Xxxxxx | ||||
Xxxxxxx, Xxxxxxxxxxxxx 00000 | ||||
Attention: President | ||||
(b) | To the Employee: | Xx. Xxxxxxx X. Xxxxxx | ||
00 Xxx Xxxxx | ||||
Xxxxxx, Xxxxxxxxxxxxx 00000 |
Either party may by notice in writing change the address to which notices to it or him are to be addressed hereunder.
under this Section 11 are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Employee shall be entitled to seek specific performance of his right to be paid as specified in this Section 11.
(d) Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the Commonwealth of Massachusetts. Employee agrees that it supersedes in all respects any prior employment agreement between the Bank and the Employee.
(f) Time is of the Essence. It is expressly understood by the Obligors that time is of the essence in performance of all terms and conditions of this Agreement.
ATTEST: | BEVERLY NATIONAL CORPORATION | |||
/s/ Xxxxx X. Xxxxx |
By: | /s/ Xxxxx X. Xxxxxxxx | ||
Xxxxx X. Xxxxxxxx | ||||
President and Chief Executive Officer | ||||
XXXXXXX X. XXXXXX | ||||
/s/ Xxxxxxx X. Xxxxxx | ||||
Xxxxxxx X. Xxxxxx |
EXHIBIT A
TO
BY AND BETWEEN
XXXXXXX NATIONAL BANK
AND
XXXXXXX X. XXXXXX
DATED: August 29, 2005
1. | Automobile - The Employee shall be entitled an automobile allowance in an amount to be mutually agreed upon. The initial amount of such allowance shall be $700 per month. |
5. | Retirement Plan - The Employee shall be entitled to participate in the Bank’s retirement plan as amended from time to time, commencing on January 1st following one (1) year of employment. |
6. | 401(k) Profit Sharing Plan - The Employee shall be entitled to participate in the Bank’s 401(k) profit sharing plan as amended from time to time, beginning after ninety (90) days of employment, except that there shall be no matching by the Bank until completion of one (1) year of employment. |
7. | Plan - The Employee shall be entitled to participate in the Bank’s benefit plans in effect from time to time. |
accident and disability. The Bank shall reimburse Employee for his COBRA health insurance cost prior to Employee’s eligibility under the Bank’s health insurance plan. The Bank shall provide Employee with group term life insurance equal to Employee’s annual salary amount. Employee may purchase, at his cost, additional group term life insurance up to an aggregate of $300,000.
10. | Sick Days - Employee will be entitled to 0.75 paid sick days per each month of employment. |
12. | Change in Control Protection - The protection is set forth in the separate agreement dated as of the date hereof. |