EMPLOYMENT AGREEMENT
This Agreement is made the 31st day of December, 1997
by and between XXXXXX X. XXXX (hereinafter referred to as "Xxxx")
and BROAD NATIONAL BANCORPORATION, a corporation organized under
the laws of the State of New Jersey (hereinafter, together with
any successor entity, referred to as the "Corporation").
WITNESSETH:
WHEREAS, Xxxx has for a number of years been employed
as Chairman and Chief Executive Officer of the Corporation and
its subsidiary, Broad National Bank, a national banking
association (hereinafter, together with any successor entity,
referred to as the "Bank"); and
WHEREAS, the Board of Directors of the Corporation
believes that the continued leadership and productivity of Xxxx
will be extremely beneficial and will significantly contribute to
the continued growth and financial security of the Corporation
and the Bank; and
WHEREAS, the Corporation wishes to assure itself and
the Bank of the services of Xxxx as an employee, officer and, if
elected, director of the Corporation and the Bank for the period
provided in this Agreement, and Xxxx has agreed to serve in the
employ of the Corporation and the Bank in such capacities on the
terms and conditions hereinafter set forth; and
WHEREAS, there is currently in effect an Employment
Agreement, dated December 31, 1996, as amended, by and between
Xxxx and the Corporation (the "Prior Agreement"); and
WHEREAS, the Board of Directors of the Corporation has
determined that the best interests of the Corporation would be
served by replacing the Prior Agreement with this Agreement as of
the Commencement Date hereinafter set forth;
NOW, THEREFORE, for and in consideration of the
employment of Xxxx with the Corporation, the compensation to be
paid and the other benefits to be provided to Xxxx by the
Corporation for his services and the mutual covenants set forth
in this Agreement, the parties hereto hereby agree as follows:
1. EMPLOYMENT
1.1 The Corporation agrees to the continued
employment of Xxxx, and Xxxx agrees to continue to be employed by
the Corporation and the Bank for the period stated in Section 2.1
hereof and upon the other terms and conditions herein provided.
2. TERM, POSITION AND RESPONSIBILITIES
2.1 Term of Employment. The period of Xxxx'x
employment under this Agreement shall commence as of January 1,
1998 (the "Commencement Date") and shall continue for a period of
sixty (60) full calendar months thereafter and any extensions
thereafter, unless this Agreement is earlier terminated in
accordance with the terms hereof (the "Employment Period"). The
Prior Agreement (as defined in the recitals hereto) shall remain
in full force and effect, subject to the terms and conditions
thereof, from the date of this Agreement until the Commencement
Date, whereupon this Agreement shall automatically supersede the
Prior Agreement in its entirety without further action by the
parties hereto. At the expiration of each calendar month hereof,
this Agreement shall be deemed extended for one additional
calendar month, so that at all times this Agreement shall have a
term of sixty (60) months. Notwithstanding the foregoing, such
term shall not be extended past five years following the date on
which the Board of Directors shall give a notice to Xxxx which
provides that from the date of the notice the term of employment
shall be no more than five (5) years from that date.
2.2 Duties During Employment. During the
Employment Period, Xxxx shall serve as the Chairman and Chief
Executive Officer of the Corporation and the Bank and shall have
the customary duties and responsibilities of each such office.
In addition, during the Employment Period, if elected, Xxxx shall
also serve, without any additional compensation or fees, as a
member of the Boards of Directors and as a member of the
Executive Committees of the Corporation and of the Bank.
3. COMPENSATION AND REIMBURSEMENT OF EXPENSES
3.1 Compensation - Base Salary.
A. The compensation specified under this
Agreement shall constitute the salary and benefits paid Xxxx
for his services as described in Section 2.2 by the
Corporation and the Bank. Effective as of the Commencement
Date, the Corporation shall pay or cause the Bank to pay
Xxxx as compensation an annual salary ("Base Salary") at the
combined rate of not less than two hundred twenty-seven
thousand five hundred dollars $227,500 per year. During the
period of this Agreement it is understood and agreed that
Xxxx'x Base Salary shall be reviewed by the Board of
Directors of the Corporation or the Bank or a committee or
committees thereof at least annually. The first such review
shall be made no later than December 31, 1998. The Board of
Directors of the Corporation or the Bank or the committee or
committees thereof may, in their sole discretion, increase
the Base Salary to be paid to Xxxx from time to time, to
reflect Xxxx'x performance and to maintain a compensation
level comparable to that of similarly situated executives in
the financial institutions industry, but the Base Salary may
not be decreased below the Base Salary specified above in
this paragraph A without the written consent of Xxxx.
Xxxx'x salary shall be payable in accordance with the
customary payroll practices of the Bank and the Corporation,
respectively, but in no event less frequently than monthly.
B. From time to time, the Boards of Directors of
the Corporation and Bank shall apportion between the Bank
and the Corporation amounts payable hereunder without
affecting Xxxx'x rights hereunder. Such apportionment shall
be made (i) on the basis of the judgment of such Boards of
Directors as to Xxxx'x relative responsibilities and
contributions with respect to the Bank and the Corporation,
and (ii) on the basis of such other factors as such Boards
of Directors may deem appropriate. Any amounts not
allocated to the Bank hereunder shall be allocated to the
Corporation.
3.2 Participation in Bonus Plan. Xxxx shall be
entitled to participate in such bonus or other incentive
compensation plan(s) as currently is or may hereafter be
established by the Corporation or the Bank for their respective
executive officers during the Employment Period. Any such bonus
shall be payable in the manner specified by the appropriate Board
of Directors, or committee of such Board of Directors, at the
time such bonus is awarded.
3.3 Participation in Benefit Plans. The payments
provided for in Sections 3, 5 and 6 hereof, except where
specifically provided otherwise, are in addition to any other
benefits to which Xxxx may be, or may become, entitled under any
group hospitalization, health, dental care, or sick-leave plan,
life or other insurance or death benefit plan, travel or accident
insurance, retirement income or pension plan or program of the
Corporation or Bank, or other present or future group employee
benefit plan or program of the Bank or Corporation, for which
their executive officers are or shall become eligible to receive
during the Employment Period, and during any subsequent period
for which Xxxx shall be entitled to receive payments from the
Corporation under sections 5 and 6 to the extent permissible
under the general terms and provisions of such plans or programs
and in accordance with the provisions thereof. Xxxx shall
contribute such amounts towards such benefits as are required of
all employees so long as he receives such benefits. Nothing
contained in this Agreement shall prevent the Board of Directors
of the Corporation or the Bank from amending or otherwise
altering any such plan, program or arrangement so long as such
amendment or alteration equitably affects all executive officers
of the Bank or Corporation.
3.4 Additional Benefits. The Corporation
recognizes that it is essential to the performance by Xxxx of his
duties and responsibilities that the Corporation, at its cost,
provide him with the use of certain facilities and that the
Corporation incur certain expenses during the Employment Period,
as follows:
A. An office commensurate with his position, and
a secretary, as he requires, and the continued nonexclusive
use of the offices and facilities on the second floor of the
Bank's building previously used by Xxxx.
B. The exclusive use of an automobile comparable
to that now being used by Xxxx now or previously, which
vehicle shall be no more than two years old at any time
hereunder.
C. Payment of or reimbursement to Xxxx, in
accordance with such policies and procedures as the
respective Boards of Directors of the Bank or the
Corporation may establish from time to time, for all
reasonable travel, entertainment, country club dues and
other expenses incurred by Xxxx in the performance of his
obligations under this Agreement; except that country club
dues shall not be paid for Xxxx except as specified by the
Board.
X. Xxxx shall be entitled to four (4) weeks'
paid vacation per calendar year (prorated in any calendar
year or in which Xxxx is employed hereunder for less than
such entire year).
E. Participation in the Bank's Split Dollar Life
Insurance Plan with coverage of $500,000 per a policy
previously purchased.
4. TERMINATION OF EMPLOYMENT
4.1 Termination of Employment. Xxxx'x employment
under this Agreement may be terminated by the Corporation or Xxxx
as follows:
A. Disability. If, as a result of Xxxx'x
incapacity due to physical or mental illness or injury, Xxxx
shall have been absent from his duties with the Corporation
on a full time basis or he is unable to substantially
perform the services required for his employment for a
period of six (6) consecutive months, or shorter periods
aggregating one hundred eighty (180) days within any
consecutive twelve (12) month period, and within thirty (30)
days after written notice of potential termination is given
by either the Bank or the Corporation he shall not have
returned to the full-time performance of his duties within
such notice period, then Xxxx'x employment under this
Agreement will terminate for "Disability".
B. Death. If Xxxx dies while employed under
this Agreement, his employment with the Corporation under
this Agreement will terminate as of the date of his death
("Date of Death").
C. Termination by Xxxx. Xxxx shall be entitled
to terminate his employment with the Corporation (i) if the
Corporation defaults or otherwise commits a breach of a
material term or condition of this Agreement, or (ii) for
"Good Reason" as defined below.
For purposes of this Agreement "Good Reason" shall
mean continuation of any of the following after reasonable
notice by Xxxx to the Corporation that he believes any such
action has occurred:
1. The assignment to Xxxx of any duties
inconsistent with, or the reduction of powers or
functions associated with Xxxx'x position, title,
duties, responsibilities and status with the
Corporation as set forth herein, or as later agreed
upon by Xxxx and the Corporation;
2. Any removal of Xxxx from, or any failure to
re-elect Xxxx to, any position(s) or office(s) Xxxx
held immediately prior to such action;
3. A reduction by the Corporation in Xxxx'x
annual base Compensation;
4. The Corporation's transfer of Xxxx to another
geographic location from his present office location,
except for required travel on the Corporation's
business to an extent substantially consistent with
Xxxx'x business travel obligations immediately prior to
the date hereof;
5. The failure by the Corporation to continue in
effect any employee benefit plan, program or
arrangement (including, without limitation the
Corporation's retirement plan, benefit equalization
plan, life insurance plan, health and accident plan,
disability plan, deferred compensation plan or long
term stock incentive plan) in which Xxxx is
participating immediately prior to the date hereof
(except that the Corporation may institute or continue
plans, programs or arrangements providing Xxxx with
substantially similar benefits); the taking of any
action by the Corporation which would adversely affect
Xxxx'x participation in or materially reduce Xxxx'x
benefits under, any of such plans, programs or
arrangements; or the failure to continue, or the taking
of any action which would deprive Xxxx, of any material
fringe benefit enjoyed by Xxxx immediately prior to the
date hereof; or
6. Any purported termination of Xxxx'x
employment by the Corporation during the term of this
Agreement which is not effected pursuant to all of the
requirements of this Agreement; and, for purposes of
this Agreement, no such purported termination shall be
effective.
D. Termination by Corporation. Notwithstanding
any other provisions of this Agreement, the Corporation
shall be entitled to terminate Xxxx'x employment with or
without "cause". For purposes of this Agreement, "cause"
shall mean (i) improper action by Xxxx which shall result in
his removal from office by direction of a regulatory agency
having jurisdiction over the Corporation or the Bank; (ii)
the finding by any such regulatory agency, following any
supervisory action, that Xxxx has engaged in willful
misconduct, dishonest acts or violations of law to the
material detriment of the Corporation or Bank; or (iii)
conviction of a crime, other than a traffic violation,
habitual drunkenness, drug abuse, or excessive absenteeism
other than for illness, after a warning (with respect to
drunkenness or absenteeism only) in writing from the Board
of Directors to refrain from such behavior. No act or
failure to act on the part of Xxxx shall be considered
willful unless done, or omitted to be done, by Xxxx not in
good faith and without reasonable belief that the action or
omission was in the best interest of the Corporation.
4.2 Notice of Termination. Any purported
termination by the Corporation or by Xxxx in accordance with
Section 4.1 (excluding Section 4.1B), shall be communicated by
written Notice of Termination to the other party or parties
hereto in accordance with this Section 4.2. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for
termination of Xxxx'x employment under the provision so
indicated.
4.3 Date of Termination, etc. "Date of
Termination" shall mean (a) if Xxxx'x employment is terminated
for Disability, thirty (30) days after a Notice of Termination is
given (provided that he shall not have returned to the
performance of his duties on a full time basis during such 30-day
period), and (b) if his employment is terminated for any other
reason, the date specified in the Notice of Termination;
provided, that if within thirty (30) days after a Notice of
Termination is given the party receiving such Notice of
Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the
earlier of: (i) the date upon which the dispute is finally
determined by mutual agreement of the parties or by a binding
arbitration award entered in accordance with Section 9 hereof; or
(ii) the expiration of the Employment Period then existing under
this Agreement; provided, further, that the Date of Termination
shall be extended by a notice of dispute only if such notice is
given in good faith and the party giving such notice pursues the
resolution of such dispute with reasonable dispatch and
diligence. Notwithstanding the pendency of any such dispute, the
Corporation will continue to pay Xxxx his full compensation in
effect when the notice giving rise to the dispute was given
(including, but not limited to, Base Salary) and continue him as
a participant in all compensation, benefit and insurance plans in
which he was participating when the notice giving rise to the
dispute was given as though termination had not occurred, until
the dispute is finally resolved in accordance with this Section
at which time the parties shall adjust for any overpayment or
underpayment made. Amounts paid under this Section are in
addition to other amounts due under this Agreement and unless
specifically provided otherwise shall not be offset against to
reduce any other amounts due under this Agreement.
5. TERMINATION BENEFITS
5.1 Disability Termination Benefits. Upon the
termination of Xxxx'x employment with the Corporation as a result
of "Disability" pursuant to Section 4.1A, the Corporation shall
pay to Xxxx a monthly disability benefit equal to one hundred
(100%) percent of his Base Salary, at the rate in effect on the
"Date of Termination", for a period of one year from and after
said date; provided, however, that any amounts payable under this
Section 5.1 shall be reduced by any amounts paid to Xxxx under
any other disability program or policy (other than Social
Security) maintained by the Bank or the Corporation. If the
amount of such disability insurance payments exceeds the amount
otherwise payable under this Section 5.1, Xxxx may retain the
entire amount of such disability insurance payments inclusive of
the excess, if any. Such payments shall be made by the
Corporation to Xxxx, or in the event of his subsequent death, to
his beneficiary or beneficiaries, or his estate, as the case may
be, in accordance with the customary payroll practices of the
Corporation.
During the period Xxxx is entitled to receive
payments from the Corporation under this Section 5.1, the
Corporation shall maintain or cause to be maintained life and
health insurance benefits for Xxxx at least equivalent to those
he had at the Date of Termination with any amendments and/or
alterations subsequently made equitably to all executive officers
of the Bank and/or the Corporation. During the period Xxxx is
entitled to receive payment from the Corporation under this
Section 5.1 he shall not be an agent of the Corporation, and
shall not be considered an "employee" of the Corporation except
as respects any requirements specifically imposed by law or as
may otherwise be required to continue any insurance benefits
provided for in this Section 5.1.
5.2 Benefits Payable Upon Death. Within thirty
(30) days after the Date of Death, the Corporation shall pay to
Xxxx'x beneficiary or beneficiaries, or his estate, as the case
may be, a lump sum benefit equal to one full year salary from the
date of death.
5.3 Termination by Xxxx Pursuant to Section 4.1C.
In the event that Xxxx terminates his employment with the
Corporation under Section 4.1C of this Agreement, the Corporation
shall pay to Xxxx within thirty (30) days of such termination as
severance a lump sum equal to the aggregate amount of the future
Base Salary and bonus payments Xxxx would have received if he
continued in the employ of the Corporation for the remainder of
the then existing Employment Period of this Agreement at the
highest rate of Base Salary and bonus paid to Xxxx at any time
under this Agreement or within two years prior to the date
hereof. Xxxx shall not be required to mitigate damages by
seeking other employment and payments required to be made
hereunder shall not be reduced by any other income which Xxxx may
receive or by any set-offs or claims which may exist against Xxxx
for any reason whatsoever.
5.4 Termination by the Corporation for Cause. If
Xxxx'x employment under this Agreement is terminated by the
Corporation for "cause" (as defined in Section 4.1D), or if Xxxx
voluntarily resigns his employment other than pursuant to Section
4.1C, the Corporation shall pay to Xxxx his Base Salary as then
in effect that has accrued to the Date of Termination. Unless
otherwise determined by the Board of Directors of the
Corporation, Xxxx shall have no right to receive compensation or
other benefits under this Agreement after such a termination for
"cause" or following a voluntary resignation except as otherwise
provided in this Agreement.
5.5 Termination by the Corporation for Other than
Cause. If during the Employment Period the Bank or the
Corporation or both of them terminate Xxxx'x employment other
than for "cause" (as defined in Section 4.1D) or other than for
the reasons specified in Sections 1.3, 1.4, 1.5 and 1.6 of this
Agreement, then in such event the Corporation shall, within
thirty (30) days following such termination, pay Xxxx, or in the
event of his subsequent death, his beneficiary or beneficiaries,
or his estate, as the case may be, as severance a lump sum equal
to the aggregate amount of the future Base Salary and bonus
payments Xxxx would have received if he continued in the employ
of the Corporation for the remainder of the then existing
Employment Period of this Agreement at the highest rate of Base
Salary and bonus paid to Xxxx at any time under this Agreement or
within two years prior to the date hereof. Xxxx shall not be
required to mitigate damages by seeking other employment and
payments required to be made hereunder shall not be reduced by
any other income which Xxxx may receive or by any set-offs or
claims which may exist against Xxxx for any reason whatsoever.
6. OTHER TERMINATION BENEFITS
6.1 Insurance. If Xxxx'x employment with the
Corporation shall be terminated either by Xxxx pursuant to the
provisions of Section 4.1C or by the Corporation without "cause",
the Corporation will continue or cause to be continued life and
health insurance coverage substantially identical to the coverage
maintained by the Corporation for Xxxx prior to his severance.
Xxxx shall contribute such amounts toward such benefits as are
required of all employees of the Corporation so long as he
receives such benefits.
6.2 Special Retirement Benefits. If Xxxx'x
employment with the Corporation shall be terminated either by
Xxxx pursuant to the provisions of Section 4.1C or by the
Corporation or either of them without "cause", Xxxx shall be
entitled to receive "Special Retirement Benefits" from the
Corporation so that the total retirement benefits Xxxx receives
from the Corporation will approximate the total retirement
benefits Xxxx would have received under all qualified retirement
plans (which shall not include severance plans) of the
Corporation in which Xxxx participates were Xxxx fully vested
under such qualified retirement plans as if Xxxx had continued in
the employ of the Corporation for the remaining term of this
Agreement or until his retirement. The benefits specified in
this Section 6.2 will include all ancillary benefits, such as
early retirement and survivor rights and benefits available at
retirement. The amount payable to Xxxx or his beneficiary(s)
under this Section 6.2 shall equal the excess of (1) the benefits
that would be paid to Xxxx or his beneficiaries, under all
retirement plans of the Corporation in which Xxxx participates if
Xxxx were fully vested under such plans over (2) the benefits
that are payable to Xxxx or his beneficiaries under all
retirement plans of the Corporation in which Xxxx participates.
These Special Retirement Benefits are provided on an unfunded
basis, are not intended to meet the qualification requirements of
Section 401 of the Internal Revenue Code and shall be payable
solely from the general assets of the Corporation. These Special
Retirement Benefits shall be payable at all times and in the
manner provided in the applicable retirement plans to which they
relate.
6.3 Split Dollar Insurance. If Xxxx'x employment
with the Corporation shall be terminated by him pursuant to
Section 4.1C or by the Corporation, or if the Corporation shall
terminate Xxxx'x employment otherwise than for cause, the
Corporation shall continue to pay the premium for and maintain
the Broad National Bank Split Dollar Life Insurance or comparable
plan for and on behalf of Xxxx with coverage of $500,000 until
such time as said policy is fully paid.
6.4 Use of Vehicle. If Xxxx shall terminate his
employment with the Corporation pursuant to Section 4.1C or if
the Corporation shall terminate his employment otherwise than for
cause, the Corporation shall at its option provide Xxxx with the
use of the late model car specified in Section 3.4B for a period
of twenty-four (24) months following the Date of Termination or
the reasonable value corresponding to such usage; provided,
however, that notwithstanding the foregoing Xxxx may in lieu
thereof elect to purchase said vehicle at its then present value
by providing the Corporation with written notice of such
election.
6.5 Payments Upon Termination. Termination of
this Agreement on any grounds whatsoever will not affect the
obligations of the parties to make payment of any sums that have
accrued or remain unpaid at the effective date of such
termination.
6.6 Golden Parachute Gross-Up. If Xxxx receives
any amount of compensation or property under this Agreement or
any other agreement and such amount would, but for the provisions
hereof, be subject to a tax imposed under section 4999 of the
Internal Revenue Code, or any similar section which would impose
a tax in excess of ordinary income rates by reason of such
payment being made in conjunction with a change in control then:
A. If Xxxx provides written notice to the
Corporation or its successor at its principal office that he
declines to accept such compensation or property to the
extent that receipt thereof by him would be in excess of the
maximum amount which could be paid without causing such tax
to be imposed, then the amount of such compensation or
property paid or delivered to him shall be reduced to such
maximum amount; and
B. If Xxxx shall not give the notice referred to
in (a) above within 15 days after the amount of such
compensation or property has been determined and reported to
him, then the amount of such compensation shall not be
reduced, but shall be increased by an amount of money
necessary to reimburse Xxxx (on a tax gross-up basis) the
full amount of such tax, and the Corporation, or its
successor, shall pay or cause to be paid such additional
amount promptly following the payment of the compensation to
which such additional payment relates.
Nothing herein contained shall be construed to require Xxxx to
waive receipt of any payment or benefit to which he is entitled.
7. FEDERAL INCOME TAX WITHHOLDING
The Corporation may withhold from any benefits
payable under this Agreement all federal, state, city or other
taxes as shall be required pursuant to any law or governmental
regulation or ruling.
8. ARBITRATION
In the event that any claim, controversy, issue or
other dispute arises under this Agreement, the breach thereof,
the termination of Xxxx'x employment by the Corporation under
Section 4 of this Agreement, including any claim based in whole
or in part on federal or state constitutions, statutes or
regulations, local ordinances, the common law or public policy,
including, but not limited to Title VII of the Civil Rights Act
of 1964, the Age Discrimination in Employment Act of 1967, the
Employee Retirement Income Security Act of 1974, Americans with
Disabilities Act, the Worker Adjustment and Retraining
Notification Act, the Employee Polygraph Protection Act of 1988,
the Occupational Safety and Health Act, the Fair Labor Standards
Act, the Civil Rights Act of 1971, the Rehabilitation Act of 1973
and the Vietnam Era Veterans Readjustment Assistance Act of 1974,
or the amount of any payments under Sections 5 or 6, if the
claim, controversy, issue or dispute is not settled by agreement
among the parties, the dispute shall be settled by a panel of
three (3) arbitrators in the State of New Jersey, the arbitrators
to be chosen by The American Arbitration Association, under the
auspices of, and in accordance with the applicable rules of, the
American Arbitration Association then in effect, and the decision
of the three arbitrators shall be final and conclusive on the
parties and judgment upon such decision may be entered in any
court having jurisdiction thereof. The award of the arbitrators
shall be in writing and shall specify the factual and legal basis
for the award. Xxxx shall be entitled to reimbursement by the
Corporation for all reasonable legal and other professional fees
and expenses incurred by him in such arbitration or in enforcing
the award, including reasonable attorneys' fees. The parties
agree that resolution of any such claim, controversy, issue or
other dispute pursuant to the foregoing arbitration proceeding is
intended to be final and binding on them and any award rendered
by such arbitrator shall constitute a complete, final and binding
adjudication of any and all legal or factual issues pertaining to
or arising out of the matter that gave rise to the controversy or
dispute. The provisions of this Article 8 shall survive the
termination of this Agreement for any reason whatsoever.
9. ENTIRE AGREEMENT
This writing shall constitute the entire Agreement
of the parties as to the employment and compensation of Xxxx by
the Corporation, and shall supersede any and all prior agreements
and understandings, whether they be oral or in writing; provided
that this Agreement shall not supersede the Prior Agreement until
the Commencement Date hereof.
10. SEVERABILITY
If, for any reason, any provision of this
Agreement is held invalid, such invalidity shall not effect any
other provision of this Agreement not held so invalid, and each
such other provision shall to the full extent consistent with law
continue in full force and effect. If any provision of this
Agreement shall be held invalid in part, such invalidity shall in
no way affect the rest of such provision not held so invalid and
the rest of such provision together with all provisions of this
Agreement shall to the full extent consistent with law continue
in full force and effect.
11. AMENDMENT OF AGREEMENT
This Agreement may not be modified or amended
except by an instrument in writing signed by the parties hereto.
12. WAIVER
No term or condition of this Agreement shall be
deemed to have been waived, nor shall there be any estoppel
against the enforcement of any provision of this Agreement,
except by a written instrument executed by the party charged with
such waiver or estoppel. No such written waiver shall be deemed
a continuing waiver unless specifically stated therein, and each
waiver shall operate as to the specific term or condition waived
and shall not constitute a waiver of such term or condition for
the future nor as to any act other than that specifically waived.
13. HEADINGS
Headings used in this Agreement are for
convenience only and shall not affect the construction of this
Agreement.
14. BINDING EFFECT AND GOVERNING LAW
All of the terms and provisions of this Agreement
shall be binding upon, shall inure to the benefit of, and be
enforceable by and against Xxxx and his executors, administrators
and heirs and the Corporation and their respective permitted
successors and assigns. This Agreement has been executed and
delivered in the State of New Jersey and its validity,
interpretation, performance and enforcement shall be governed by
the laws of said State.
15. NO ATTACHMENT
Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge,
pledge or hypothecation or to execution, attachment, levy or
similar process or assignment by operation of law, and any
attempt to voluntarily or involuntarily effect any such action
shall be null, void and of no effect.
16. NONASSIGNABILITY
Neither this Agreement nor any right or interest
hereunder shall be assignable by Xxxx, his beneficiaries or legal
representatives without the Corporation's prior written consent;
provided, however, that nothing in this Section 16 shall preclude
(a) Xxxx from designating a beneficiary to receive any benefit
payable hereunder upon his death, or (b) the executors,
administrators or other legal representatives of Xxxx or his
estate from assigning any rights hereunder to the person or
persons entitled thereto.
IN WITNESS WHEREOF, the Corporation has caused
this Agreement to be executed and its seal to be affixed hereunto
by its duly authorized officers, and Xxxx, has signed this
Agreement, all as of the date first written above.
ATTEST: BROAD NATIONAL BANCORPORATION
/s/ Xxxxx Xxxxx By /s/ Xxxx X. Xxxxxx
Name: Xxxxx Xxxxx Name: Xxxx X. Xxxxxx
Title: Secretary Title: President & COO
WITNESS:
/s/ Xxxxxx X. Xxxx
Name: XXXXXX X. XXXX
BROAD NATIONAL BANK, a national banking association
organized under the laws of the United States of America, hereby
acknowledges and agrees to be bound to the extent applicable by
the terms of the Employment Agreement, dated December 31, 1997,
between XXXXXX X. XXXX and BROAD NATIONAL BANCORPORATION and
guarantees payment and performance of the terms of said agreement
to the extent permitted by the laws of New Jersey and the laws of
the United States of America.
ATTEST: BROAD NATIONAL BANK
/s/ Xxxxx Xxxxx By /s/ Xxxx X. Xxxxxx
Name: Xxxxx Xxxxx Name: Xxxx X. Xxxxxx
Title: Secretary Title: President and COO
WITNESS:
Dated: December 31, 1997
Name:
