Exhibit 10.15
EMPLOYMENT SEPARATION AGREEMENT
This EMPLOYMENT SEPARATION AGREEMENT ("Agreement") is made and entered
into as of this 26th day of September, 2005 by and among First Ipswich Bancorp
("Bancorp"), The First National Bank of Ipswich ("Bank"), a national banking
institution, each having its principal office at 00 Xxxxxx Xxxxxx, Xxxxxxx, XX
00000 and all of their affiliates (Bancorp, Bank and all of their affiliates
being herein collectively referred to as "Ipswich") and Xxxxxxx X. Xxxxxx (the
"Employee"), having a mailing address of 000 Xxxxxxx Xxxx, Xxxxx Xxxxxxx,
Xxxxxxxxxxxxx 00000.
1. The parties acknowledge Employee's resignation effective September 26,
2005 (the "Effective Date"). Employee acknowledges that after the Effective Date
he will not represent himself as an employee or agent of Ipswich, and further
acknowledges that he has and shall have no authority to represent himself as an
employee or agent of Ipswich.
2. Employee agrees to provide consulting services to Ipswich from the date
hereof through December 31, 2005. Such services shall be provided at such times
during Ipswich's normal hours of operation as Ipswich shall require, at Bank
premises or other premises located in a city or town in which the Bank has a
branch. Such consulting services shall not be required for periods in excess of
40 hours in any week. Employee shall provide such consulting services as Ipswich
shall require as to any matters relative to his services while an employee of
Ipswich, and as to any services within the authority of a chief financial
officer, treasurer or senior vice president of a bank or a bank holding company.
3. In exchange for the mutual covenants set forth in this Agreement, and
subject to the limitations provided for in this Agreement, Ipswich agrees to pay
to Employee (hereinafter the "Severance Pay") (i) the equivalent of his base
salary while employed by Ipswich during the period from the date of this
Agreement through December 31, 2005 (such payments to be made at the same times
as if Employee were still an employee of Ipswich, and such payments to be less
state and federal tax related deductions), and (ii) for the period commencing
from the date of this Agreement and ending on December 31, 2005, Ipswich shall
provide to Employee the group insurance health benefits offered to full-time
employees of Ipswich on the same basis provided to such employees. If at any
time prior to December 31, 2005, Employee obtains full-time employment with
another employer, all of the obligations of Ipswich under this Paragraph 3 shall
terminate effective on the Employee's first day of employment, in which case
Ipswich shall pay Employee $50 per hour for any consulting services required
from such date through December 31, 2005. In the event that Employee revokes
this Agreement within the seven (7) day period pursuant to Paragraph 14 hereof,
all of the obligations of Ipswich hereunder shall terminate and any payments
made by Ipswich to Employee hereunder shall be returned by the Employee to
Ipswich. In the event Employee fails at any time to provide consulting services
required by Ipswich pursuant to Paragraph 2 hereof, Ipswich's obligation to make
any additional payments of Severance Pay otherwise required hereunder shall
terminate.
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4. Employee further acknowledges that he has received from Ipswich payment
for all vacation earned as of September 26, 2005. Employee further acknowledges
that he has been paid all wages, commissions, bonuses, vacation pay, holiday pay
and any other form of compensation or benefit that may be due to him now or in
the future in connection with his employment or the termination of his
employment with Ipswich.
5. Employee expressly acknowledges that he has returned to Ipswich all
Ipswich documents (and any copies thereof) and property including, without
limitations his parking card, cell phone, access card and all keys.
6. Employee further agrees that all information relating in any way to the
subject matter of this Agreement, including the terms and amounts to be paid
under this Agreement, shall be held confidential by Employee and shall not be
publicized or disclosed to any person (other than an immediate family member,
legal counsel or financial advisor, provided that any such individual to whom
disclosure is made agrees to be bound by these confidentiality obligations),
business entity or government agency (except as mandated by state or federal
law). Employee further agrees that he will not make any statements that are
disparaging about or adverse to the business interests of Ipswich (including its
officers, directors and employees) or which are intended to harm the reputation
of Ipswich (including its officers, directors, and employees) including, but not
limited to, any statements that disparage any product, service, finances,
capability or any other aspect of the business of Ipswich, including its
officers, directors, and employees. The breach of this paragraph by Employee
shall constitute a material breach of this Agreement and shall relieve Ipswich
of any further obligations hereunder and shall entitle Ipswich to any other
legal or equitable remedy available to Ipswich.
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7. In consideration of the covenants set forth herein, and more
particularly the Severance Pay to be provided to Employee and other good and
valuable consideration, Employee, his agents, heirs, legatees, successors and
assigns (collectively hereinafter the "Employee-Releasors") hereby irrevocably
and unconditionally release, remise and forever discharge Ipswich, any former
divisions, parent corporation, subsidiaries and affiliates, and its and their
current and former respective owners, stockholders, agents, directors, officers,
employees, representatives, attorneys, and their predecessors, successors,
heirs, executors, administrators and assigns, and all persons acting by,
through, under or in concert with any of them (collectively hereinafter the
"Ipswich-Releasees"), of and from any and all actions, causes of actions, suits,
debts, charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, and expenses (including attorneys' fees and
costs actually incurred), of any nature whatsoever, in law or equity, with
respect to, relating to, or arising out of Employee's employment with Ipswich,
including claims with respect to termination of such employment, which
Employee-Releasors had, now have, or hereafter may have against
Ipswich-Releasees from the beginning of time to the date of the signing and
delivery of this Agreement (collectively "Claims"), and the Employee-Releasors
hereby further agree not to xxx or bring legal or administrative proceedings of
any kind against Ipswich-Releasees in connection with any of the Claims.
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Notwithstanding the foregoing, Employee expressly does not release and
expressly reserves, and excludes from the definition of "Claims," all claims
related to: (i) the obligations of Ipswich under the Agreement, (ii) any vested
rights Employee may have in connection with any Employee Retirement Income
Security Act (ERISA) plan or any employee welfare benefit plan; (iii) any rights
Employee may have to indemnification and defense pursuant to any Ipswich policy
or by-laws; (iv) any rights Employee may have to indemnification and defense
pursuant to any Ipswich insurance policy; (v) any claim for Workers'
Compensation benefits; or (vi) any rights as a depositor or customer of Ipswich.
8. Without limitation of the generality of the foregoing terms,
Employee-Releasors hereby irrevocably and unconditionally release, remise, and
forever discharge Ipswich-Releasees from any and all known causes of action,
actions, judgments, liens, indebtedness, damages, losses, claims, liabilities,
and demands of whatever kind or nature on account of any claim against
Ipswich-Releasees arising from or related to Employee's employment relationship
with Ipswich or termination thereof including, without limitation, Claims under
the following statutes (as enacted and amended): the Massachusetts Wage Statute,
M.G.L. c.149, the Massachusetts Fair Employment Practices Statute, M.G.L.
Statute, M.G.L. c.151B, the Massachusetts Equal Rights Statute, M.G.L. c.93,
ss.102, the Massachusetts Workers Compensation Statute M.G.L. c.l52, the Age
Discrimination in Employment Act, 29 U.S.C. ss.621 et seq., the Older Workers
Benefit Protection Act, the Civil Rights Act of 1964, 42 U.S.C. ss.2000e-1 et
seq., the Civil Rights Act of 1991, the American With Disabilities Act, the
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Employee Retirement Income Security Act, the Family and Medical Leave Act, the
Rehabilitation Act of 1973, Executive Order 11246, and any and all other
federal, state, or local laws prohibiting discrimination or harassment on the
basis of age, color, race, gender, sex, sexual preference/orientation, marital
status, national origin, mental or physical disability, religious affiliation,
or veteran status or any other forms of discrimination, or Claims for wrongful
discharge, breach of express or implied contract, breach of a covenant of good
faith and fair dealing, violation of public policy, defamation, interference
with contractual relations, intentional or negligent infliction of emotional
distress, invasion of privacy, misrepresentation, deceit, fraud, negligence,
discrimination, retaliation, sexual harassment, or condoned or permitted
discrimination or harassment or a hostile work environment; or any other
statutory or common law Claim under any state or federal law. Employee-Releasors
acknowledge that Ipswich has not (a) discriminated against, harassed, or
condoned, or permitted discrimination, harassment, or a hostile work environment
against Employee; (b) breached any express or implied contract with Employee, or
(c) otherwise acted unlawfully toward Employee.
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9. With respect to any charges that have been or may be filed concerning
events or actions relating to Employee's employment or the termination of
employment that occurred on or before the date of this Agreement, Employee
additionally waives and releases any right Employee may have to recover in any
lawsuit or proceeding brought by Employee, an administrative agency, or any
other person on his/her behalf or that includes Employee in any class.
10. If Employee is found by a court of competent jurisdiction to have
breached any provision of this Agreement, Employee understands that he will be
liable for all expenses, including costs and reasonable attorneys' fees,
incurred by Ipswich in defending any lawsuit or charge of discrimination,
regardless of the outcome. Employee agrees to pay such expenses within thirty
(30) days of such determination.
11. The Employee shall not at any time divulge, use, furnish, disclose or
make accessible to anyone, any knowledge or information with respect to
confidential or secret data, procedures or techniques of Ipswich, provided,
however, that nothing in this Section 11 shall prevent the disclosure by the
Employee of any such information which at any time comes in to the public domain
other than as a result of the violation of the terms of this Section 11 by the
Employee or which is otherwise lawfully acquired by the Employee.
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12. Except as expressly provided for herein, this Agreement supersedes any
and all prior oral and/or written agreements concerning the subject matter
hereof and sets forth the entire agreement between Ipswich and Employee. No
variations or modifications hereof shall be deemed valid unless reduced to
writing and signed by the parties hereto. This Agreement shall take effect as an
instrument under seal and shall be governed and construed in accordance with the
laws of the Commonwealth of Massachusetts. The terms of this agreement are
severable, and if for any reason any part hereof shall be found to be
unenforceable, the remaining terms and conditions shall be enforced in full.
13. Employee hereby acknowledges that he has read this Separation
Agreement carefully; that he has been afforded sufficient time to understand the
terms and effects of this Separation Agreement; that he understands that Ipswich
advises him to consult with an attorney prior to executing this Agreement; that
he has been given the opportunity to consult with legal counsel and in fact has
consulted with legal counsel; that he freely and voluntarily is entering into
and executing this Separation Agreement and that neither Ipswich nor its agents
or representatives have made any representations inconsistent with the terms and
effects of this Separation Agreement.
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14. The parties agree that Employee has been given twenty-one (21) days to
accept the terms of this Agreement by signing below; that he has been advised in
writing to consult with an attorney prior to signing this Agreement; that to the
extent he has executed this Agreement prior to the expiration of that period, he
has done so knowingly and voluntarily; that for a period of seven (7) days after
the date he signed this Agreement, Employee may revoke this Agreement. Such
revocation must be made by delivering a written notice to Xxxxxx X. Xxxx,
President, The First National Bank of Ipswich, 00 Xxxxxx Xxxxxx, Xxxxxxx, XX
00000.
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IN WITNESS WHEREOF, the parties have executed this agreement, under seal,
as of the date first written above.
THE FIRST NATIONAL BANK
OF IPSWICH
By: /s/ Xxxxxx X. Xxxx 10/24/05 /s/ Xxxxxxx X. Xxxxxx 10/21/05
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Xxxxxx X. Xxxx, Its President Xxxxxxx X. Xxxxxx
FIRST IPSWICH BANCORP
By: /s/ Xxxxxx X. Xxxx 10/24/05
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Xxxxxx X. Xxxx, Its President
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