RETIREMENT AGREEMENT AND RELEASE
Exhibit 10.1
RETIREMENT AGREEMENT AND RELEASE
THIS RETIREMENT AGREEMENT AND RELEASE (the “Agreement”) is entered into between Xxxxxxxxxxx X.
Xxxxxxxx (hereinafter referred to as “Xx. Xxxxxxxx”), on the one hand, and Rockville Financial,
Inc. (the “Company”) and Rockville Bank (the “Bank”), on the other hand. These parties are
collectively referred to as the “Parties.”
WITNESSETH THAT:
WHEREAS, Xx. Xxxxxxxx has been employed by the Bank since June 5, 2006; and
WHEREAS, Xx. Xxxxxxxx has retired from the Company and Bank effective June 30, 2011, and
ceased the performance of all duties with the Company and Bank on that date; and
WHEREAS, the Company and Bank desire to provide Xx. Xxxxxxxx with certain compensation and
benefits in connection with the cessation of his employment, and Xx. Xxxxxxxx wishes to waive and
release the Company and Bank from all claims and causes of action through the effective date of his
retirement; and
WHEREAS, Xx. Xxxxxxxx was most recently employed under the terms of an Employment Agreement,
amended and restated as of January 1, 2011 (the “Employment Agreement”); and
WHEREAS, the Parties desire that the compensation and benefits shall be provided under the
terms of this Agreement, and that this Agreement shall supersede the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth
and of the actions taken pursuant thereto, the Parties agree as follows:
1. Xx. Xxxxxxxx’x service and positions with the Company and Bank terminated effective June
30, 2011 (the “Effective Date of Termination”). By execution of this Agreement, Xx. Xxxxxxxx
confirms his resignation, effective as of that date, from any positions, offices and committees of
the Company and Bank and any subsidiaries, divisions, subdivisions, affiliates and related
companies of the Company or Bank, as well as any positions, offices and committees Xx. Xxxxxxxx
holds with the entities listed on Appendix I.
2. In consideration of Xx. Xxxxxxxx’x promises and undertakings under this Agreement, the
Company shall provide Xx. Xxxxxxxx the following compensation and benefits:
(a) The Company will pay Xx. Xxxxxxxx the sum of $421,447.48 (the “Payment”). The
Company agrees to make the Payment to Xx. Xxxxxxxx on August 1, 2011.
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(b) Xx. Xxxxxxxx will be entitled to benefits under the Supplemental Savings and
Retirement Plan of Rockville Bank in accordance with the terms thereof.
(c) Xx. Xxxxxxxx will be entitled to payment of a retirement benefit (the “Retirement
Benefit”) equal to $40,000 per year for a period of 20 years, commencing on the first day of
the month coinciding with or immediately following his attainment of age 60. Such
Retirement Benefit shall be payable to Xx. Xxxxxxxx in equal monthly installments on the
first day of each month following his attainment of age 60, for a total of 240 monthly
payments. In the event of Xx. Xxxxxxxx’x death prior to the commencement of payment of such
Retirement Benefit, Xx. Xxxxxxxx’x beneficiary (the “Beneficiary”), designated on such form
as the Bank may provide, shall be entitled to receive the Retirement Benefit that would
otherwise have been provided to Xx. Xxxxxxxx pursuant to this paragraph 2(c). In the event
of the death of Xx. Xxxxxxxx after the commencement of payment of the Retirement Benefit,
payment shall continue to be made to Xx. Xxxxxxxx’x Beneficiary in an amount equal to the
annual benefit that Xx. Xxxxxxxx was receiving at the time of death until such annual
Retirement Benefit shall have been paid to Xx. Xxxxxxxx and his Beneficiary for a total
period of 20 years. Monthly installments shall cease to be paid after 240 months of
installments have been paid to Xx. Xxxxxxxx, his Beneficiary or both. The Retirement
Benefit payable pursuant to this paragraph 2(c) shall not be funded and shall not be subject
in any manner to alienation, transfer or assignment by Xx. Xxxxxxxx or his Beneficiary. Xx.
Xxxxxxxx and his Beneficiary shall have only the right of an unsecured general creditor of
the Bank and the Company for the Retirement Benefit provided pursuant to this paragraph
2(c).
(d) Non-qualified stock options held by Xx. Xxxxxxxx at the Effective Date of
Termination if not then vested and exercisable, will become fully vested and exercisable at
the Effective Date of Termination, and, in other respects (including the period following
termination during which such options may be exercised), such options shall be governed by
the plans and programs and the agreements and other documents pursuant to which such options
were granted. Restricted stock awards shall become fully vested and non-forfeitable at the
Effective Date of Termination, and, in other respects, such awards shall be governed by the
plans and programs and the agreements and other documents pursuant to which such awards were
granted.
3. Xx. Xxxxxxxx expressly acknowledges and agrees that he is entitled to no other nonqualified
deferred compensation, severance, separation or similar benefits in connection with the cessation
of his employment under any plans, programs or policies of the Company or Bank except as set forth
under this Agreement; provided, however, that nothing herein shall impair his rights to receive
benefits payable under any tax-qualified retirement plan maintained by the Company or the Bank or
impair his rights to continue coverage under the group dental plan maintained by the Company or the
Bank as and to the extent required under COBRA.
4. Xx. Xxxxxxxx agrees that Xx. Xxxxxxxx will cooperate with the reasonable requests of the
Company or the Bank with respect to any claims, litigations or investigations, relating to the
Company or Bank.
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5. In further consideration for the compensation and benefits provided under this Agreement,
without the consent in writing of the Board of the Bank, Xx. Xxxxxxxx will not, at any time for a
period of two years following the Effective Date of Termination, acting alone or in conjunction
with others, directly or indirectly (a) induce any customers of the Bank or any of its affiliates
to curtail or cancel their business with the Bank or any such affiliate; (b) induce, or attempt to
influence, any employee of the Bank or any of its affiliates to terminate employment; or (c)
solicit, hire or retain as an employee or independent contractor, or assist any third party in the
solicitation, hire, or retention as an employee or independent contractor, any person who during
the previous twelve months was an employee of the Bank or any affiliate. The provisions of
subparagraphs (a), (b), and (c) above are separate and distinct commitments independent of each of
the other subparagraphs.
6. Xx. Xxxxxxxx agrees that he will not directly or indirectly disclose any proprietary or
confidential information, records, data, formulae, specifications and other trade secrets owned or
held by the Company or the Bank, whether oral or written, to any person or use any such
information, except pursuant to court order (in which case Xx. Xxxxxxxx will first provide the
Company or the Bank with written notice of such). All records, files, drawings, documents, models,
disks, equipment and the like relating to the businesses of the Company or the Bank shall remain
the sole property of the Company or the Bank and shall not be removed from the premises of the
Company or the Bank. Xx. Xxxxxxxx further agrees to return to the Company or the Bank any property
of the Company or the Bank which Xx. Xxxxxxxx may have, no matter where located, and not to keep
any copies or portions thereof.
7. Xx. Xxxxxxxx shall not make any derogatory or defamatory statements, whether written or
oral, about the Company or the Bank or any of its subsidiaries or affiliates, its business, its
directors or officers, or its or their reputations. The Company agrees that it will not authorize,
whether written or oral, any derogatory or defamatory statements to be made about Xx. Xxxxxxxx, or
his reputation or skills. Notwithstanding the foregoing, nothing shall preclude Xx. Xxxxxxxx, the
Company or Bank from making truthful statements that are necessary or appropriate for purposes of
securities law disclosures or required by applicable law, regulation or legal process.
8. In consideration for the benefits provided in this Agreement, by Xx. Xxxxxxxx’x signature
below, Xx. Xxxxxxxx, for Xx. Xxxxxxxx and on behalf of Xx. Xxxxxxxx’x heirs, executors, agents,
representatives, successors and assigns, hereby releases and forever discharges Rockville
Financial, Inc., its past and present parent corporations, subsidiaries, divisions, subdivisions,
affiliates and related companies (collectively, the “Rockville Companies”) and the Rockville
Companies’ past, present and future agents, directors, officers, employees, representatives,
assigns, stockholders, attorneys, agents, insurers, employee benefit programs (and the trustees,
administrators, fiduciaries and insurers of such programs), and any other persons acting by,
through, under or in concert with any of the persons or entities listed herein, and their
successors (hereinafter “those associated with the Rockville Companies”) with respect to any and
all claims, demands, actions and liabilities, whether in law or equity, which Xx. Xxxxxxxx may have
against the Rockville Companies or those associated with the Rockville Companies of whatever kind,
including but not limited to those arising out of Xx. Xxxxxxxx’x employment with the Rockville
Companies or the termination of that employment. Xx. Xxxxxxxx
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agrees this release covers, but is not limited to, claims arising under the Age Discrimination
in Employment Act of 1967, 29 U.S.C. § 621 et seq., the Older Worker’s Benefit Protection Act,
Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans with
Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Rehabilitation Act of 1973, 29 U.S.C.
§791(b), the Fair Labor Standards Act, 29 U.S.C. § 201 et seq., the Employee Retirement Income
Security Act of 1974, 29 U.S.C. § 1001 et seq., the Worker Adjustment and Retraining Notification
Act, 29 U.S.C. §§2101-09, the Family and Medical Leave Act of 1993, the Connecticut Fair Employment
Practices Act, C.G.S. §46a-51 et. seq., and any other local, state or federal law, regulation or
order providing workers’ compensation benefits, restricting an employer’s right to terminate
employees or otherwise regulating employment, enforcing express or implied employment contracts or
requiring an employer to deal with employees fairly or in good faith, or dealing with
discrimination in employment on the basis of sex, race, color, national origin, veteran status,
marital status, religion, disability, handicap, or age. Xx. Xxxxxxxx also agrees this release
includes claims based on wrongful termination of employment, breach of contract (express or
implied), tort, or claims otherwise related to Xx. Xxxxxxxx’x employment or termination of
employment with the Rockville Companies and any claim for attorneys’ fees, expenses or costs of
litigation.
This release covers all claims based on any facts or events, whether known or unknown by Xx.
Xxxxxxxx, that occurred on or before the date of this Agreement. Xx. Xxxxxxxx expressly waives all
rights Xx. Xxxxxxxx might have under any law that is intended to protect Xx. Xxxxxxxx from waiving
unknown claims and by Xx. Xxxxxxxx’x signature below indicates Xx. Xxxxxxxx’x understanding of the
significance of doing so. Examples of released claims include, but are not limited to: (a) claims
that in any way relate to Xx. Xxxxxxxx’x employment with the Rockville Companies, or the
termination of that employment, such as claims for compensation, bonuses, commissions, lost wages,
or unused accrued vacation or sick pay (other than under this Agreement); (b) claims that in any
way relate to the design or administration of any employee benefit program; (c) claims that Xx.
Xxxxxxxx has irrevocable or vested rights to severance or similar benefits (other than under this
Agreement) or to post-employment health or group insurance benefits (other than under this
Agreement); (d) any claim, such as a benefit claim, that was explicitly or implicitly denied before
Xx. Xxxxxxxx signed this Agreement; (e) any claim Xx. Xxxxxxxx might have for extra benefits as a
consequence of payments Xx. Xxxxxxxx receives because of signing this Agreement; or (f) any claim
to attorneys’ fees or other indemnities. Except to enforce this Agreement, Xx. Xxxxxxxx agrees Xx.
Xxxxxxxx will never commence, prosecute, or cause to be commenced or prosecuted any lawsuit or
proceeding of any kind against the Rockville Companies or those associated with the Rockville
Companies in any forum and agrees to withdraw with prejudice all other complaints or charges, if
any, that Xx. Xxxxxxxx has filed against the Rockville Companies or those associated with the
Rockville Companies.
Anything in this Agreement to the contrary notwithstanding, this release does not include a
release of (i) any of Xx. Xxxxxxxx’x rights under this Agreement; (ii) any rights Xx. Xxxxxxxx may
have to indemnification under any agreement, law, organizational document or policy of the
Rockville Companies, or otherwise; (iii) any rights Xx. Xxxxxxxx may have under Rockville
Companies’ benefit plans; or (iv) Xx. Xxxxxxxx’x right to enforce this Agreement or any of the
foregoing items described in this paragraph.
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9. The Parties each covenant that none of them, nor any of their respective heirs,
representatives, successors or assigns, will commence, prosecute or cause to be commenced or
prosecuted against the other Party or any of its/his successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents and trustees or administrators of any Company or
Bank plan any action or other proceeding based upon any claims, demands, causes of action,
obligations, damages or liabilities which are being released by this Agreement, nor will the
Parties seek to challenge the validity of this Agreement, except that this covenant not to xxx does
not affect the Parties’ future right to enforce appropriately the terms of this Agreement under the
following dispute resolution procedures:
(a) The Bank and the Company and Xx. Xxxxxxxx shall attempt in good faith to resolve
any dispute arising out of or relating to this Agreement promptly by negotiation between the
Chief Executive Officer of the Bank and Xx. Xxxxxxxx. Any party may give the other party
written notice of any dispute in accordance with the notice procedures set forth below.
Within 15 days after delivery of the notice, the receiving party shall submit to the other,
in accordance with the notice procedures set forth below, a written response. The notice
and response shall include a statement of that party’s position and summary of arguments
supporting that position. Within 30 days after delivery of the initial notice, the Parties
shall meet at a mutually acceptable time and place, and thereafter as often as they
reasonably deem necessary, to attempt to resolve the dispute. All negotiations pursuant to
this subparagraph 9(a) are confidential and shall be treated as compromise and settlement
negotiations for purposes of applicable rules of evidence.
(b) If the dispute has not been resolved by negotiation as provided herein within 45
days after delivery of the initial notice of negotiation, or if the Parties failed to meet
within 30 days after delivery, the Parties shall endeavor to settle the dispute by mediation
under the CPR Mediation Procedure then currently in effect; provided, however, that if one
party fails to participate in the negotiation as provided herein, the other party can
initiate mediation prior to the expiration of the 45 days. Unless otherwise agreed, the
Parties will select a mediator from the CPR Panels of Distinguished Neutrals.
(c) Any dispute arising under or in connection with this Agreement which has not been
resolved by mediation as provided herein within 45 days after initiation of the mediation
procedure, shall be finally resolved by arbitration in accordance with the CPR Rules for
Non-Administered Arbitration then currently in effect, by three independent and impartial
arbitrators, of whom each party shall designate one; provided, however, that if one party
fails to participate in either the negotiation or mediation as agreed herein, the other
party can commence arbitration prior to the expiration of the time periods set forth above.
The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1-16, and
judgment upon the award rendered by the arbitrators may be entered by any court having
jurisdiction thereof. The place of arbitration shall be Hartford, Connecticut. For
purposes of entering any judgment upon an award rendered by the arbitrators, the Company,
the Bank and Xx. Xxxxxxxx hereby consent to the jurisdiction of any or all of the following
courts: (i) the United States District Court for the District of Connecticut, (ii) any of
the courts of the State of Connecticut, or (iii) any other court having
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jurisdiction. The Company, the Bank and Xx. Xxxxxxxx hereby agree that a judgment upon
an award rendered by the arbitrators may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. The Parties shall each bear their own
costs and expenses arising in connection with any proceeding under paragraphs (a), (b) or
(c) above.
Notice shall be in writing, signed by the party or parties giving or making the same, and shall be
served on the person or persons for whom it is intended or who should be advised or notified, by
Federal Express or other similar overnight service or by certified or registered mail, return
receipt requested, postage prepaid and addressed to such party at the address set forth below or at
such other address as may be designated by such party by like notice:
If to the Bank or the Company:
Rockville Bank
0000 Xxxxxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
Attn: Chief Executive Officer
Rockville Bank
0000 Xxxxxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
Attn: Chief Executive Officer
If to Xx. Xxxxxxxx:
Xxxxxxxxxxx Xxxxxxxx
00 Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Xxxxxxxxxxx Xxxxxxxx
00 Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
If the parties by mutual agreement supply each other with telecopier numbers for the purposes
of providing notice by facsimile, such notice shall also be proper notice under this Agreement. In
the case of Federal Express or other similar overnight service, such notice or advice shall be
effective when sent, and, in the cases of certified or registered mail, shall be effective two days
after deposit into the mails by delivery to the U.S. Post Office.
10. Xx. Xxxxxxxx acknowledges that (a) Xx. Xxxxxxxx has been advised to consult with an
attorney at Xx. Xxxxxxxx’x own expense before executing this Agreement and that Xx. Xxxxxxxx has
been advised by an attorney or has knowingly waived Xx. Xxxxxxxx’x right to do so, (b) Xx. Xxxxxxxx
has been offered a period of at least twenty-one (21) days within which to consider this Agreement
and has freely elected with the advice of counsel to sign this Agreement, (c) Xx. Xxxxxxxx has a
period of seven (7) days from the date that Xx. Xxxxxxxx signs this Agreement within which to
revoke it by sending notice of such revocation such that it is timely received by the Chief
Executive Officer of the Bank, (d), this Agreement will not become effective or enforceable until
the expiration of this seven (7) day revocation period, (e) Xx. Xxxxxxxx fully understands the
terms and contents of this Agreement and freely, voluntarily, knowingly and without coercion enters
into this Agreement, (f) Xx. Xxxxxxxx is receiving greater consideration hereunder than Xx.
Xxxxxxxx may have received had Xx. Xxxxxxxx not signed this Agreement, and that the consideration
hereunder is given in exchange for all of the provisions hereof, and (g) the waiver or release by
Xx. Xxxxxxxx of rights or claims Xx. Xxxxxxxx may have under Title VII of the Civil Rights Act of
1964, The Employee Retirement
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Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Older
Workers Benefit Protection Act, the Fair Labor Standards Act, the Americans with Disabilities Act,
the Rehabilitation Act, the Worker Adjustment and Retraining Act (all as amended) and/or any other
local, state or federal law dealing with employment or the termination thereof is knowing and
voluntary and, accordingly, that it shall be a breach of this Agreement to institute any action or
to recover any damages that would be in conflict with or contrary to this acknowledgment or the
releases Xx. Xxxxxxxx has granted hereunder. Xx. Xxxxxxxx understands and agrees that the
Company’s payment of money and other benefits to Xx. Xxxxxxxx and Xx. Xxxxxxxx’x signing of this
Agreement does not in any way indicate that Xx. Xxxxxxxx has any viable claims against the Company
or the Bank or that the Company or the Bank admits any liability whatsoever.
11. This Agreement cancels and supersedes any and all prior employment agreements and
understandings between the Parties with respect to the employment of Xx. Xxxxxxxx by the Bank, any
parent or predecessor company, and the Company’s subsidiaries. This Agreement constitutes the
entire agreement among the Parties with respect to the matters herein provided, and no modification
or waiver of any provision hereof shall be effective unless in writing and signed by the Parties.
Xx. Xxxxxxxx shall not be entitled to any payment or benefit under this Agreement which duplicates
a payment or benefit received or receivable by Xx. Xxxxxxxx under any prior agreements and
understandings or under any benefit or compensation plan of the Bank which are in effect. This
Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective
successors, assigns, heirs and legal representatives, but neither this Agreement nor any rights
hereunder shall be assignable by Xx. Xxxxxxxx without the Company’s written consent.
12. If for any reason any one or more of the provisions of this Agreement shall be held or
deemed to be inoperative, unenforceable or invalid by a court of competent jurisdiction, such
circumstances shall not have the effect of rendering such provision invalid in any other case or
rendering any other provisions of this Agreement inoperative, unenforceable or invalid. If any
court determines that any provision of paragraph 5 of this Agreement is unenforceable because of
the duration of such provision, it is the Parties’ intent that such court shall have the power to
modify the duration of such provision, as the case may be, to the extent necessary to render the
provision enforceable and, in its modified form, such provision shall be enforced.
13. This Agreement shall be construed in accordance with the laws of the State of Connecticut,
except to the extent superseded by applicable federal law. This Agreement is deemed to have been
jointly drafted and negotiated by the Parties, and it shall not be construed based on the Parties’
respective contributions to its drafting and negotiation.
14. Each of the Parties agrees that it or he will execute and provide, at the request of any
of the other Parties, any and all such other documents or cooperation as may be reasonably
necessary to effectuate this Agreement.
15. Anything in this Agreement to the contrary notwithstanding, the terms of this Agreement
shall be interpreted and applied in a manner consistent with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), and the
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regulations thereunder so as to not subject Xx. Xxxxxxxx to the payment of any tax penalty or
interest which may be imposed by Code Section 409A. The Company shall have no obligation, however,
to reimburse Xx. Xxxxxxxx for any tax penalty or interest payable or provide a gross-up payment in
connection with any tax liability of Xx. Xxxxxxxx under Section 409A of the Code. It is intended
that all payments made under this Agreement on or before the 15th day of the third month following
the end of Executive’s taxable year in which he terminates employment shall be exempt from
compliance with Section 409A of the Code pursuant to the exception for short-term deferrals set
forth in Section 1.409A-1(b)(4) of the Treasury Regulations. Anything in this Agreement to the
contrary notwithstanding, payments to be made under this Agreement upon Xx. Xxxxxxxx’x separation
from service which are subject to Code Section 409A shall be delayed for six months following such
termination of employment if Xx. Xxxxxxxx is a “specified employee” as defined in Code Section
409A(a)(2)(B)(i) on the date of his separation from service.
IN WITNESS WHEREOF, Xx. Xxxxxxxx and the Company and the Bank have hereunder executed this
Agreement this 30th day of June, 2011.
| ROCKVILLE BANK |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxxxxx | |||
| Title: | Executive Vice President | |||
| ROCKVILLE FINANCIAL, INC. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxxxxx | |||
| Title: | Executive Vice President | |||
| /s/ Xxxxxxxxxxx X. Xxxxxxxx | ||||
| Xxxxxxxxxxx X. Xxxxxxxx | ||||
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Appendix I to
Retirement Agreement and Release Between
Xxxxxxxxxxx X. Xxxxxxxx and Rockville Financial, Inc.
and Rockville Bank
Retirement Agreement and Release Between
Xxxxxxxxxxx X. Xxxxxxxx and Rockville Financial, Inc.
and Rockville Bank
In accordance with paragraph 1 of the Retirement Agreement and Release between Xxxxxxxxxxx X.
Xxxxxxxx and Rockville Financial, Inc. and Rockville Bank, Xx. Xxxxxxxx confirms his resignation
from any positions, offices, or committees he holds with the following entities:
Rockville Bank Foundation
Rockville Financial Services
Rockville Bank Commercial Properties
Rockville Bank Resdiential Properties
Rockville Bank Mortgage, Inc.
SBR Passive Investment Corp.
Rockville Financial Services
Rockville Bank Commercial Properties
Rockville Bank Resdiential Properties
Rockville Bank Mortgage, Inc.
SBR Passive Investment Corp.
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