EXHIBIT 10(b)
AGREEMENT
AGREEMENT, dated as of August 18, 1995 ("Agreement"), among Xxxxx
Xxxxxxxxx (the "Executive"), Growth Financial Corporation, a New Jersey
corporation ("GFC") and Growth Bank, a New Jersey-chartered bank, wholly
owned by GFC ("Growth").
GFC and Growth issued a Memorandum of Understanding dated April 27, 1994
(the "Memorandum") concerning, among other things, the terms and conditions
of the Executive's continued employment with GFC and Growth.
GFC and Growth are about to enter into an Agreement and Plan of Merger
(the "Merger Agreement") with HUBCO, Inc. ("Hubco") and Xxxxxx United Bank
(the "Bank"), pursuant to which GFC shall be merged with and into Hubco (the
"Merger") at the "Closing", as such term is defined in the Merger Agreement.
Hubco and the Bank are unwilling to enter into the Merger Agreement
unless and until the Executive, GFC and Growth have agreed to clarify the
Memorandum as it relates to the Executive in a manner which is satisfactory
to Hubco and the Bank, and which may not be amended, supplemented or
rescinded without the prior written consent of Hubco and the Bank.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. Between now and the date 30 days prior to the Closing, the
Executive will elect one of the attached forms of agreement (version A or B)
as the definitive agreement to replace the Executive's current employment
arrangement with GFC and Growth.
2. The Executive, GFC and Growth will enter into such form of
agreement, and acknowledge that such executed agreement supersedes and
overrides the Memorandum and any other employment understanding between them.
IN WITNESS WHEREOF, the parties have caused the foregoing to be executed
as of the date first set forth above.
GROWTH FINANCIAL CORPORATION
/s/ XXXXX XXXXXXXXX By: /s/ XXXX X. XXXXXX
------------------------------ --------------------------
XXXXX XXXXXXXXX
GROWTH BANK
By: /s/ XXXX X. XXXXXX
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AGREEMENT A
AGREEMENT, dated as of ______________, 199_ ("Agreement"), among Xxxxx
Xxxxxxxxx (the "Executive"), Growth Financial Corporation, a New Jersey
corporation ("GFC") and Growth Bank, a New Jersey-chartered bank, wholly
owned by GFC ("Growth").
WHEREAS, GFC and Growth issued a Memorandum of Understanding dated April
27, 1994 (the "Memorandum") concerning, among other things, the terms and
conditions of the Executive's continued employment with GFC and Growth; and
WHEREAS, GFC and Growth have entered into an Agreement and Plan of
Merger (the "Merger Agreement") with HUBCO, Inc. ("Hubco") and Xxxxxx United
Bank (the "Bank"), pursuant to which GFC shall be merged with and into Hubco
(the "Merger");
WHEREAS, the parties desire to enter into this Agreement to clarify the
terms and conditions of the Memorandum relating to the Executive, as the same
is affected by the Merger; and
WHEREAS, Hubco and the Bank are unwilling to consummate the Merger
unless and until the parties have entered into an agreement clarifying the
terms of the Memorandum, which agreement is satisfactory to Hubco and the
Bank, and may not be amended, supplemented or rescinded without the prior
written consent of Hubco and the Bank;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. EMPLOYMENT PERIOD. GFC and Growth (the "Employer") hereby agrees
to employ the Executive, and the Executive hereby accepts employment, during
the period (the "Contract Period") beginning on the date hereof and ending on
the second anniversary of the Closing of the Merger, as such term is defined
in the Merger Agreement.
2. COMPENSATION. So long as the Executive is employed by the Employer
during the Contract Period, the Executive shall receive the salary and
benefits in an amount equal to at least the amount enumerated in SCHEDULE A
attached hereto (the "Compensation"), which is the level of base salary and
benefits received by the Executive as of August 18, 1995 (the date of
execution of the Merger Agreement). During the period of employment, the
Executive will be eligible to participate in the employee benefit programs of
Employer, subject to the terms of such programs. Notwithstanding the
foregoing, Employer may pay Executive prior to the Closing other
compensation, including bonus, in accordance with the Merger Agreement.
3. POSITION. Prior to the Closing of the Merger, as such term is
defined in the Merger Agreement, the Employer shall employ the Executive with
the same title and the same duties and responsibilities as the Executive had
on August 18, 1995. After the Closing, the Employer shall employ the
Executive as [TITLE AND DUTIES TO BE DETERMINED BY HUBCO IN ITS SOLE
DISCRETION], subject to the Employer's right in its sole discretion to change
Executive's title and duties, given the Employer's needs and other personnel
and the Executive's knowledge and experience. After the Closing, the
Employer shall not be obligated to provide the Executive with title or
responsibilities equivalent to those held by the Executive prior to the
Closing.
4. TERMINATION; SEVERANCE COMPENSATION. The Executive may terminate
employment hereunder upon two weeks' prior written notice to the Employer.
The Employer may terminate the Executive's employment hereunder upon notice
to the Executive, which notice may (in the Employer's sole discretion) be
given at any time including immediately prior to the termination. If the
Executive's employment is terminated by the Executive for any reason (subject
to the following sentence) or by the Employer for "cause" prior to the end of
the Contract Period, the Executive shall be entitled to no further
compensation after such termination, except as required by COBRA or similar
federal or state laws. If the Executive's employment is terminated by the
Employer without "cause" prior to the end of the Contract Period, or if the
Executive elects to terminate employment due to a reduction in title,
responsibility or authority from those set forth in Section 3 hereof, or a
reduction in compensation, the Employer shall continue to provide the
Executive with the Compensation through the end of the Contract Period. It
is understood that the Compensation set forth herein is in lieu of any other
severance policy of the Employer.
5. CAUSE. For purposes of this Agreement "Cause" shall mean (i)
willful and continued failure by the Executive to perform his duties for the
Employer under this Agreement after at least one warning in writing from the
Employer's Chief Executive Officer (the "CEO") identifying specifically any
such failure; (ii) the willful engaging by the Executive in misconduct which
causes injury to the Employer as specified in a written notice to the
Executive from the CEO; 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 CEO to refrain from such behavior. For purposes of
this Section 5, the Employer shall apply the same standards to the Executive
as it applies to other similarly situated employees.
6. ENTIRE AGREEMENT; CHANGES. This Agreement sets forth the entire
agreement between the parties with respect to the subject matter hereof and
shall supersede all other prior written or oral agreements, including the
Memorandum. This Agreement shall not be amended, supplemented or rescinded
in whole or in part except by an instrument duly signed by the Executive, by
duly authorized representatives of GFC and Growth and by duly authorized
representatives of Hubco and the Bank. Hubco and the Bank are intended to be
third-party beneficiaries to this Agreement.
7. SUCCESSORS IN INTEREST. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors in interest.
IN WITNESS WHEREOF, the parties have caused the foregoing to be executed
as of the date first set forth above.
GROWTH FINANCIAL CORPORATION
______________________________ By: __________________________
XXXXX XXXXXXXXX
GROWTH BANK
By: __________________________
AGREEMENT B
AGREEMENT, dated as of ______________, 199_ ("Agreement"), among Xxxxx
Xxxxxxxxx (the "Executive"), Growth Financial Corporation, a New Jersey
corporation ("GFC") and Growth Bank, a New Jersey-chartered bank, wholly
owned by GFC ("Growth").
WHEREAS, GFC and Growth issued a Memorandum of Understanding dated April
27, 1994 (the "Memorandum") concerning, among other things, the terms and
conditions of the Executive's continued employment with GFC and Growth; and
WHEREAS, GFC and Growth have entered into an Agreement and Plan of
Merger (the "Merger Agreement") with HUBCO, Inc. ("Hubco") and Xxxxxx United
Bank (the "Bank"), pursuant to which GFC shall be merged with and into Hubco
(the "Merger");
WHEREAS, the parties desire to enter into this Agreement to clarify the
terms and conditions of the Memorandum relating to the Executive, as the same
is affected by the Merger; and
WHEREAS, Hubco and the Bank are unwilling to consummate the Merger
unless and until the parties have entered into an agreement clarifying the
terms of the Memorandum, which agreement is satisfactory to Hubco and the
Bank, and may not be amended, supplemented or rescinded without the prior
written consent of Hubco and the Bank;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. EMPLOYMENT PERIOD. GFC and Growth (the "Employer") hereby agrees
to employ the Executive, and the Executive hereby accepts employment, during
the period (the "Contract Period") beginning on the date hereof and ending on
August 18, 1997 (the second anniversary of the execution of the Merger
Agreement). The Contract Period may be extended as set forth in Section 4
hereof.
2. COMPENSATION. So long as the Executive is employed by the Employer
during the Contract Period, the Executive shall receive the salary and
benefits in an amount equal to at least the amount enumerated in SCHEDULE A
attached hereto (the "Compensation"), which is the level of base salary and
benefits received by the Executive as of August 18, 1995 (the date of
execution of the Merger Agreement). During the period of employment, the
Executive will be eligible to participate in the employee benefit programs of
Employer, subject to the terms of such programs. Notwithstanding the
foregoing, Employer may pay Executive prior to the Closing other
compensation, including bonus, in accordance with the Merger Agreement.
3. POSITION. Prior to the Closing of the Merger, as such term is
defined in the Merger Agreement, the Employer shall employ the Executive with
the same title and the same duties and responsibilities as the Executive had
on August 18, 1995. After the Closing, the Employer shall employ the
Executive in a position deemed by the Employer in the Employer's sole
discretion to be appropriate given the Employer's needs and other personnel
and the Executive's knowledge and experience. After the Closing, the
Employer shall not be obligated to provide the Executive with title or
responsibilities equivalent to those held by the Executive prior to the
Closing.
4. TERMINATION; SEVERANCE COMPENSATION. The Executive may terminate
employment hereunder upon two weeks' prior written notice to the Employer.
The Employer may terminate the Executive's employment hereunder upon notice
to the Executive, which notice may (in the Employer's sole discretion) be
given at any time including immediately prior to the termination. The
Employer shall give the Executive written notice of the date on which the
conversion of GFC's and Growth's computer systems into the computer systems
of Hubco and the Bank is completed (the "Conversion Date"). If the Executive
remains employed by the Employer on the Conversion Date and on the Conversion
Date there is less than 18 months remaining on the Contract Period, the
Contract Period shall automatically be extended to the date which is 18
months after the Conversion Date. If the Executive's employment is
terminated (by either the Executive or the Employer) for any reason following
the Conversion Date, but prior to the expiration of the Contract Period, the
Employer shall continue to provide the Executive with the Compensation
through the end of the Contract Period. If the Executive's employment is
terminated by the Executive for any reason or by the Employer for "cause"
prior to the Conversion Date, the Executive shall be entitled to no further
compensation after such termination, except as required by COBRA or similar
federal or state laws. If the Executive's employment by the Employer is
terminated by the Employer without "cause" prior to the Conversion Date, the
Employer shall continue to provide the Executive with the Compensation
through the end of the (unextended) Contract Period. It is understood that
the Compensation set forth herein is in lieu of any other severance policy of
the Employer.
5. CAUSE. For purposes of this Agreement "Cause" shall mean (i)
willful and continued failure by the Executive to perform his duties for the
Employer under this Agreement after at least one warning in writing from the
Employer's Chief Executive Officer (the "CEO") identifying specifically any
such failure; (ii) the willful engaging by the Executive in misconduct which
causes injury to the Employer as specified in a written notice to the
Executive from the CEO; 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 CEO to refrain from such behavior. For purposes of
this Section 5, the Employer shall apply the same standards to the Executive
as it applies to other similarly situated employees.
6. ENTIRE AGREEMENT; CHANGES. This Agreement sets forth the entire
agreement between the parties with respect to the subject matter hereof and
shall supersede all other prior written or oral agreements, including the
Memorandum. This Agreement shall not be amended, supplemented or rescinded
in whole or in part except by an instrument duly signed by the Executive, by
duly authorized representatives of GFC and Growth and by duly authorized
representatives of Hubco and the Bank. Hubco and the Bank are intended to be
third-party beneficiaries to this Agreement.
7. SUCCESSORS IN INTEREST. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors in interest.
IN WITNESS WHEREOF, the parties have caused the foregoing to be executed
as of the date first set forth above.
GROWTH FINANCIAL CORPORATION
______________________________ By: _________________________
XXXXX XXXXXXXXX
GROWTH BANK
By: _________________________
SCHEDULE A
[Xxxxx Xxxxxxxxx]
Salary - $6,625 per month (pro rate for any partial month)
Benefits - A package of benefits (chosen by the Employer) with a value no
less than $1,463 per month (pro rate for any partial month)
