Contract
Exhibit 10.12
EMPLOYMENT AGREEMENT RHINEBECK SAVINGS BANK (the “Bank”), and Xxxxxxx X. XxXxxxxxx (“Executive”) agree to enter into this EMPLOYMENT AGREEMENT dated as of March 7, 2005 as follows: 1. SUPERCESSION OF PRIOR EMPLOYMENT AGREEMENT. Executive and the Bank previously originally entered into an Employment Agreement dated as of May 1, 2002 (the “Prior Agreement”). The parties have agreed that the terms and conditions set forth in this Agreement shall supersede any and all provisions of the Prior Agreement and any other existing oral or written agreements, representations, or warranties, between Executive and the Bank, and that such agreements shall be null and void and of no further force and effect, except as otherwise specifically provided in this Agreement. 2. EMPLOYMENT. The Bank hereby agrees to continue to employ Executive, and Executive hereby agrees to continue to be employed by the Bank, upon the terms and subject to the conditions set forth in this Agreement. 3. TERM OF EMPLOYMENT. The period of Executive’s employment under this Agreement shall begin as of March 7, 2015 (the “Effective Date” and shall continue until terminated in accordance with Section 6 below. As used in this Agreement, the phrase “Employment Term” refers to Executive’s period of employment from the Effective Date until his date of termination. 4. DUTIES AND RESPONSIBILITIES. (a) The Bank will continue to employ Executive as its Chief Financial Officer. In such capacity, Executive shall perform the customary duties and have the customary responsibilities of such positions and such other duties as may be assigned to Executive from time to time by the Bank’s Board of Directors (the “Board”). (b) Executive agrees to faithfully serve the Bank, devote his full working time, attention and energies to the business of the Bank, its subsidiaries and affiliated entities, and perform the duties under this Agreement to the best of his abilities. Executive may participate in other outside business, charitable and/or civic activities provided that such activities (i) do not violate the restrictive covenant requirements set forth in Section 10 below and (ii) are not inconsistent with Executive’s duties under this Agreement and will not be disadvantageous to the Bank. (c) Executive agrees (i) to comply with all applicable laws, rules and regulations, and all requirements of all applicable regulatory, self-regulatory, and administrative bodies; (ii) to comply with the Bank’s rules, procedures, policies, requirements, and directions; and (iii) not to engage in any other business or employment without the written consent of the Bank except as otherwise specifically provided herein. 5. COMPENSATION AND BENEFITS. (a) Base Salary. During the Employment Term, the Bank shall pay Executive a base salary at the annual rate of $133,473.00 per year or such higher rate as may be determined from time to time by the Board in accordance with the Bank’s compensation policies and practices (“Base Salary”). Page 1 of 14 Final January 11, 2005 |
(iii) cooperate with the Bank in good faith in order to effectively contest such claim, and (iv) permit the Bank to participate in any proceedings relating to such claim; provided, however, that the Bank agrees to bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Bank shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Bank shall determine; provided, however, that if the Bank directs Executive to pay such claim and xxx for a refund, the Bank shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for Executive’s taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Bank control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) Repayment to the Bank. If, after the receipt by Executive of an amount advanced by the Bank pursuant to Section 9, Executive becomes entitled to receive any refund with respect to such claim, Executive agrees to promptly pay to the Bank the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Bank pursuant to Section 9, a determination is made that Executive are not entitled to any refund with respect to such claim and the Bank does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 10. RESTRICTIVE COVENANTS. (a) Confidential Information/Competitive Business. (i) Confidential Information and Trade Secrets. Executive agrees that during the course of employment with the Bank, Executive has and will come into contact with and have access to various forms of Confidential Information and Trade Secrets, which are the property of the Bank. This information relates both to the Bank, its customers and its employees. Such Confidential Information and Trade Secrets include, but are not limited to: (A) information with respect to costs, commissions, fees, profits, sales, markets, products and product formulae, mailing lists, strategies and plans for future business, new business, product or other development, new and innovative product ideas, potential acquisitions or divestitures, and new marketing ideas; (B) product formulations, methods, Page 8 of 14 Final January 11, 2005 |
procedures, devices, machines, equipment, data processing programs, software computer models, research projects, and other means used by the Bank in the conduct of its business; (C) the identity of the Bank’s customers, their names and addresses, the names of representatives of the Bank’s customers responsible for entering into contracts with the Bank, the amounts paid by such customers to the Bank, specific customer needs and requirements, and leads and referrals to prospective customers; and (D) the identity and number of the Bank’s employees, their salaries, bonuses, benefits, qualifications and abilities; all of which information Executive acknowledges and agrees is not generally known or available to the general public, but has been developed, compiled or acquired by the Bank at its great effort and expense. Confidential Information and Trade Secrets can be in any form: oral, written or machine readable, including electronic files. (i) Secrecy of Confidential Information and Trade Secrets Essential. Executive acknowledges and agrees that the Bank is engaged in a highly competitive business and that its competitive position depends upon its ability to maintain the confidentiality of the Confidential Information and Trade Secrets which were developed, compiled and acquired by the Bank over a considerable period of time and at its great effort and expense. Executive further acknowledges and agrees that any disclosure, divulging, revelation or use of any of the Confidential Information and Trade Secrets, other than in connection with the Bank’s business or as specifically authorized by the Bank, will be highly detrimental to the Bank, and that serious loss of business and pecuniary damage may result therefrom. (a) Non-Disclosure of Confidential Information. Accordingly, Executive agrees, except as specifically required in the performance of his duties on behalf of the Bank, Executive will not, while associated with the Bank and for so long thereafter as the pertinent information or documentation remains confidential, directly or indirectly use, disclose or disseminate to any other person, organization or entity or otherwise use any of the Bank’s Confidential Information and Trade Secrets. (b) Return of Material. Executive further agrees to deliver to the Bank, immediately upon resignation or separation from the Bank or at any other time the Bank so requests, (i) any and all documents, files, notes, memoranda, databases, computer files and/or other computer programs reflecting any Confidential Information and Trade Secrets whatsoever, or otherwise relating to the Bank’s business; (ii) lists of the Bank’s customers or leads or referrals to prospective customers; and (iii) any computer equipment, home office equipment, automobile or other business equipment belonging to the Bank which Executive may then possess or have under his control. (c) No Competitive Activity. Executive acknowledges and agrees that the Bank is engaged in a highly competitive business and that by virtue of Executive’s position and responsibilities with the Bank and Executive’s access to the Confidential Information and Trade Secrets, engaging in any business which is directly competitive with the Bank will cause it great and irreparable harm. Executive covenants and agrees that at all times (i) during his period of employment with the Bank, and (ii) during the period beginning on the date of termination of his employment (whether such termination is voluntary or involuntary, or otherwise) and ending on the later of one (1) year following his date of termination or the last date on which Executive receives compensation and benefits pursuant to Section 8 above, as applicable, Executive will not, within the New York State counties of Columbia, Duchess, Orange, Xxxxxx, Ulster, or in any other county where the Bank may have a branch, directly or indirectly, engage in, assist, or have any active interest or involvement whether as an employee, agent, consultant, creditor, advisor, officer, director, Page 9 of 14 Final January 11, 2005 |
18. ENTIRE AGREEMENT; AMENDMENT. This Agreement shall supersede any and all existing oral or written agreements, representations, or warranties between Executive and the Bank or any of its subsidiaries or affiliated entities relating to the terms of Executive’s employment. It may not be amended except by a written agreement signed by both parties. 19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in that State, without regard to its conflict of laws provisions. 20. NOTICES. Any notice, consent, request or other communication made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by registered or certified mail, return receipt requested, or by facsimile or by hand delivery, to those listed below at their following respective addresses or at such other address as each may specify by notice to the others: To the Bank: Rhinebeck Savings Bank 0 Xxxxxxxxx Xxxxx Xxxxxxxxxxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxx To Executive: Xxxxxxx X. XxXxxxxxx 0 X Xxxxxxxxxxx Xx Xxxxxxxxx, Xxx Xxxx 00000 21. MISCELLANEOUS. (a) Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. (b) Separability. If any term or provision of this Agreement, other than Section 10 above, is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. (c) Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement. (d) Rules of Construction. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa. Page 13 of 14 Final January 11, 2005 |
ATTACHMENT A SEPARATION AGREEMENT AND RELEASE 1. TERMINATION OF EMPLOYMENT. My employment with Rhinebeck Savings Bank (the “Bank”) terminated effective as of 2. CONSIDERATION. I understand that in consideration for my execution of this Separation Agreement and Release (the “Separation Agreement”), and my fulfillment of the promises made in this Separation Agreement and Employment Agreement between the Bank and me dated_________ (the “Employment Agreement”), the Bank agrees to provide me with the compensation and benefits set forth in Section 8 of the Employment Agreement. 3. CONDITIONS APPLYING TO PAYMENT OF BENEFITS. I understand and agree that the compensation and benefits payable to me pursuant to Section 2 above are subject to my compliance with the terms and conditions set forth in this Separation Agreement and the Employment Agreement. 4. GENERAL RELEASE OF CLAIMS. I hereby voluntarily release the Bank and its parent companies, subsidiaries, partners, affiliates, owners, agents, officers, directors, employees, successors and assigns, and all related persons, individually and in their official capacities (hereinafter collectively referred to as the “Released Parties”), of and from any and all claims, known and unknown, relating to my employment or cessation of employment that I, my heirs, executors, administrators, successors, and assigns, have or may have as of the date of execution of this Separation Agreement, including, but not limited to, any alleged violation of: • The National Labor Relations Act; • Title VII of the Civil Rights Act of 1964; • Sections 1981 through 1988 of Title 42 of the United States Code; • Civil Rights Act of 1991; • The Employee Retirement Income Security Act of 1974; • The Age Discrimination in Employment Act of 1967; • The Immigration Reform Control Act; • The Americans with Disabilities Act of 1990; • The Fair Credit Reporting Act; • The Occupational Safety and Health Act; • The Family and Medical Leave Act of 1993; • Executive Order 11246; • The New York Equal Pay Law; • The New York Human Rights Law; • The New York Civil Rights Act; • The New York State Wage and Hour Laws; • The New York Occupational Safety and Health Laws; Page 1 of 4 Final- January 11, 2005 |
• any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; • any public policy, contract, tort, or common law; • any claims for vacation, sick or personal leave, pay or payment pursuant to any practice, policy, handbook, or manual of the Bank; or • any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. Notwithstanding the foregoing, the release set forth in this Section 4 shall not apply to any vested benefits accrued by me prior to the effective date of this Separation Agreement under any compensation or benefit plans, programs and arrangements maintained by the Bank for the benefit of its employees and subject to ERISA or with respect to any other compensation and benefits set forth in the Employment Agreement. 5. SET-OFF AGAINST AWARD. Executive acknowledges and agrees that in the event that any claim, charge, complaint, or action against the Released Parties in any forum or form and Executive obtains a judgment, it is the intent of the parties that all or a portion of the payments made to Executive under this Agreement shall be offset against any such judgment. 6. NONADMISSION OF WRONGDOING. I agree that neither this Separation Agreement nor the furnishing of the consideration for the general release set forth in this Separation Agreement shall be deemed or construed at any time for any purpose as an admission by the Released Parties of any liability or unlawful conduct of any kind. 7. BREACH OF AGREEMENT. By signing this Agreement, I am providing a complete waiver of all claims that may have arisen, whether known or unknown, up until the time that this Agreement is executed. I agree that if I breach the general release contained in this Agreement by filing a claim against the Released Parties other than a claim to enforce the provisions of this Agreement, the Bank shall have the right to discontinue any or all remaining benefits payable pursuant to the Employment Agreement. Such discontinuance shall be in addition to and shall not limit any and all other rights and remedies that the Bank may have against me. 8. GOVERNING LAW AND INTERPRETATION. This Separation Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws provisions. If any provision of the Separation Agreement other than the general release set forth in section 4 above, is declared legally or factually invalid or unenforceable by any court of competent jurisdiction and if such provision cannot be modified to be enforceable to any extent or in any application, then such provision immediately shall become null and void, leaving the remainder of this Separation Agreement in full force and affect. If any portion of the general release set forth in this Separation Agreement is declared to be unenforceable by a court of competent jurisdiction in any action in which I participate or join, I agree that all consideration paid to me under this Separation Agreement and the Employment Agreement shall be offset against any monies that I may receive in connection with any such action. Page 2 of 4 Final- January 11, 2005 |