EXHIBIT 10.20
CENTERPOINT BANK
000 XXXXX XXXXX XXXX
XXXXXXX, XXX XXXXXXXXX 00000
August 29, 1995
Xx. Xxxxxx X. Xxxxx
0 Xxxxxx Xxxxx Xxxxx
Xxxxxxx, Xxx Xxxxxxxxx 00000
Re: Employment Agreement
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Dear Xx. Xxxxx:
In recognition of your contribution to the growth and success of Centerpoint
Bank (the "Bank"), the Bank desires to enter into this Employment Agreement
with you. This Employment Agreement shall be effective as of August 29, 1995
(the "Effective Date").
1. EMPLOYMENT. The Bank hereby agrees to employ you as a Chairman and, until
June 30, 1998, as President of Centerpoint Bank. In your capacity as Chairman
and President, you shall have such duties, responsibilities, authority and
powers as may from time to time be assigned by the Board of Directors
("Board") or the Executive Committee of the Board and shall report from time
to time or routinely, upon request, to the Board or Executive Committee as to
the current status of any of your assigned duties and responsibilities.
2. TERM OF EMPLOYMENT. This Employment Agreement shall expire on December
31, 1998 (the "Expiration Date"); provided, however, that from and after July
1, 1998, you shall be employed only to provide consulting assistance, on a
less than full time basis, and shall continue to receive from the Bank the
compensation and benefits described in Sections 3 and 4 hereof.
3. COMPENSATION. The Bank shall pay you an annual salary at the rate of not
less than $100,000 per year during each year of your employment, or at such
higher rate as shall be determined from time to time by the Board. Any
increase in your annual salary shall not be subsequently reduced and shall
become a term of this Employment Agreement.
4. EMPLOYEE BENEFITS. You shall continue to participate in the Bank's
employee fringe benefit plan(s) and arrangements, including but not limited to
stock option plans, as in effect as of the date hereof and from time to time
during the term of your employment. You shall be entitled to participate in
any future employee fringe benefit plan adopted by the Bank and generally
available to senior officers of the Bank and their dependents. Nothing paid to
you under any plan, policy or arrangement currently in effect or made
available in the future shall be deemed to be in lieu of other compensation to
you as described in this Employment Agreement.
5. DUTY TO PERFORM SERVICES. Except as otherwise provided in Paragraph 2 of
this letter, you shall devote your full business and productive time, ability
and attention to rendering services to the Bank hereunder, and shall exert
your best efforts in the rendering of such services. This provision shall not
prohibit you from:
(a) making passive investments;
(b) serving on the board of directors of any company, subject to the
prohibitions set forth in Section 11 and provided that you shall not render
any material services with respect to the operations or affairs of any such
company; or
(c) engaging in religious, charitable or other community or non-profit
activities which do not impair your ability to fulfill your duties and
responsibilities under this Employment Agreement.
You agree that in the rendering of all services to the Bank and in all aspects
of your employment, in connection with your duties as an officer of the Bank,
you will comply with all directives, policies, standards and regulations from
time to time established by the Bank.
6. VACATIONS; HOLIDAYS; SICK TIME. You shall be entitled to no less than
four weeks vacation during each year of your employment, such vacation to be
taken at such times and intervals as shall be mutually agreed by you and the
Bank. You shall continue to receive your full salary during such times as you
may be on vacation. You shall be entitled to holiday time and sick leave in
accordance with the then existing policy of the Bank, as in effect from time
to time.
7. DEATH. In the event of your death during the term of this Employment
Agreement, the Bank shall immediately pay to your estate any salary accrued
but unpaid as of the date of your death, and, for a period of one month after
your death, shall continue to pay to your designated beneficiary all
compensation which would otherwise be payable to you pursuant to Section
hereof. Upon payment of the aforementioned sums, the Bank's obligations to
make further payments to you or for your benefit shall terminate. This
provision shall not be construed to negate any rights you may have to death
benefits under any employee benefit or welfare plan of the Bank in which you
may from time to time be a participant or under any other written agreement
with the Bank which specifically provides for such benefits.
8. DISABILITY. If during the term of your employment you become disabled for
such period of time and under circumstances which entitle you to receive
disability benefits under the terms of the long-term disability insurance
policy then maintained for you by the Bank, then the Bank's obligation to pay
you your salary shall, as of the date benefits first become payable under such
disability policy ("Long Term Disability Date"), be reduced to equal the
difference between your salary and amounts received under the long-term
disability policy, to the extent that such salary payments do not result in a
reduction in disability payments. In addition, the Bank's obligation to
provide you with other employment related fringe benefits hereunder shall
cease as of the Long Term Disability Date, except that you shall continue to
be covered by the Bank's medical insurance and life insurance policies until
the first anniversary of the Long Term Disability Date. Prior to the Long Term
Disability Date, the Bank shall continue to pay you your annual salary in
usual installments and you shall continue to receive all other employment
related fringe benefits due to you in accordance with this Employment
Agreement. At any time from and after the Long Term Disability Date, the
Board, in its discretion, may elect to terminate your employment by reason of
such disability, provided, however, that any such termination shall not affect
the Bank's obligation to continue to provide you with medical and life
insurance benefits in accordance with the first sentence of this Section.
9. REIMBURSEMENT OF EXPENSES. You shall be reimbursed by the Bank for
reasonable business expenses incurred by you incident to your employment
hereunder upon presentation of appropriate vouchers, receipts and other
supporting documents required by the Bank.
10. CONFIDENTIAL INFORMATION. Unless you shall first secure the Bank's
consent, you shall not disclose or use, at any time either during or
subsequent to your employment by the Bank, except as required by your duties
to the Bank, any secret or confidential information of the Bank of which you
become informed during your employment, whether or not developed by you. The
term "confidential information" includes, without limitation, financial
information, business plans, prospects and opportunities (such as lending
relationships, financial product developments, or possible acquisitions or
dispositions of business or facilities) which have been discussed or
considered by the Bank's management, but does not include any information
which has become part of the public domain by means other than your non-
observance of your obligations hereunder.
11. NON-COMPETITION. During your employment by the Bank hereunder and during
any period during which the Bank continues to provide benefits to you pursuant
to Section hereof, you will not, directly or
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indirectly whether as owner, partner, shareholder, consultant, agent,
employee, co-venturer or otherwise, or through any Person (as hereafter
defined), compete in the Bank's market area (defined as a 40 mile radius from
the Bank's Bedford, New Hampshire headquarters) with the banking or any other
business conducted by the Bank during the period of your employment hereunder,
nor will you attempt to hire any employee of the Bank, assist in such hiring
by any other Person, encourage any such employee to terminate his or her
relationship with the Bank or to conduct with any other Person any business or
activity which such customer conducts or could conduct with the Bank. For
purposes of this Section 11, you shall not be deemed to be competing with the
Bank if you are employed and conduct your business activities outside of the
Bank's market area for a bank or corporation which has its headquarters
outside of the Bank's market area, even if such bank or corporation has a
branch or office in the Bank's market area. For purposes of this Section 11,
the term "Person" shall mean an individual, a corporation, an association, a
partnership, an estate, a trust and any other entity or organization and the
term "Bank" shall include any corporate affiliate of the Bank.
12. TERMINATION.
(a) TERMINATION OF EMPLOYMENT FOR CAUSE. Your employment under this
Employment Agreement may be terminated for cause forthwith at any time by a
majority vote of the Board. For purposes of this Agreement a termination shall
be a termination for "cause" if the termination is for one or more of the
following: personal dishonesty relating to the affairs of the Bank, gross and
wilful failure to perform a substantial portion of your duties and
responsibilities to the Bank, wilful violation of any material banking
regulation, or wilful violation of any criminal law (other than traffic
violations or similar offenses) or of any regulatory order. The Bank's
obligations to make payments to or for your benefit shall terminate on the
effective date of any termination of your employment for cause. Termination
pursuant to this Section 12(a) shall be without prejudice to any other right
or remedy to which the Bank may be entitled either at law, in equity or under
this Agreement.
(b) TERMINATION BY THE EXECUTIVE. Your employment hereunder may be
terminated effective immediately by you by written notice to the Board of
Directors in the event of (i) the Bank's failure to comply with the provisions
of Section 3, (ii) the Bank's failure to continue you in the office of
Chairman of the Bank, or (iii) material breach by the Bank (not cured during
the 30 day period following written notice from you to the Bank specifying the
nature of such breach) of any other provision of this Agreement.
(c) TERMINATION BY THE BANK WITHOUT CAUSE. Your employment with the Bank may
be terminated without cause by a vote of the Board on written notice to you.
(d) TERMINATION UPON ABSENCE OF ACQUISITION. This Employment Agreement shall
terminate without further action or notice in the event that the Agreement and
Plan of Merger between the Bank and Parent (as defined below) dated August 29,
1995 is terminated without the merger contemplated by that Agreement and Plan
of Merger having occurred, in which event any employment agreement between you
and the Bank in effect prior to the date of this Employment Agreement shall
resume effectiveness.
13. CERTAIN TERMINATION BENEFITS. In the event of termination pursuant to
Section 12(b) or Section 12(c), you shall be entitled to the following
benefits:
(a) The Bank shall continue to pay you your annual salary pursuant to
Section 3 in usual installments for the period subsequent to the date of
termination of employment until the Expiration Date.
(b) For the period subsequent to the date of termination of employment
until the Expiration Date, the Bank shall continue to provide to you health
and life insurance benefits existing on the date of termination, to the
extent such benefits may be supplied under the Bank's existing plans to
former employees.
14. ETHICAL BEHAVIOR. Upon termination by the Bank of your employment for
any reason, including expiration of the term of this Agreement set forth in
Section 2, you shall act at all times in an ethical manner with regard to, and
shall take no action which directly or indirectly has or could reasonably be
expected to have the effect of terminating or otherwise adversely affecting
the relationship of the Bank with any employees of, or others with business or
advantageous relationships with, the Bank or any of its affiliates.
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15. NOTICES. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by registered or certified mail, postage prepaid, to you at
the last address you have filed in writing with the Bank or, in the case of
the Bank, at its main office, attention of the Clerk.
16. MISCELLANEOUS. This Agreement shall be construed under the laws of the
State of New Hampshire, and it shall bind and inure to the benefit of the
successors, assigns, executors, administrators or personal representatives of
the parties. The Bank agrees to reimburse you for your reasonable out-of-
pocket expenses (including reasonable attorney's fees) incurred in enforcing
this Agreement if you succeed on the merits in enforcing this Agreement in a
court of competent jurisdiction. This Agreement constitutes the entire
agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements and understandings of the parties hereto with
respect to the subject matter hereof.
17. ASSIGNMENT. This Agreement is being entered into in contemplation of the
possible acquisition of the Bank as a subsidiary of Community Bankshares, Inc.
("Parent"). You understand that this Agreement may be assigned to Parent upon
request of Parent. Upon any such assignment, Parent shall assume the Bank's
obligations hereunder, all references to the Board and the Executive Committee
shall be deemed to be references to the Board and Executive Committee of
Parent, and all references to the Bank shall be deemed to be references to
Parent and its banking subsidiaries.
I would appreciate your executing and returning to me the enclosed copy of
this letter to confirm that the foregoing represents our mutual understanding.
Very truly yours,
Centerpoint Bank
/s/ Xxxxx X. Xxxxxxx
By: _________________________________
Title: Compensation and Nominating
Committee Chairman
Accepted and Agreed to:
/s/ Xxxxxx X. Xxxxx
__________________________________________
Xxxxxx X. Xxxxx
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