Ex-10.6
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 1st day of November, 1985 by and between
THE TRUSTCOMPANY BANCORPORATION, a New Jersey corporation (the "Holding
Company"), THE TRUST COMPANY OF NEW JERSEY, a New Jersey chartered bank (the
"Bank") (collectively the "Company"), and SIGGI X. XXXXXX (the "Employee").
1.0 BACKGROUND AND PURPOSE.--
1.1 Employee has been employed by the Bank as its chairman, president
and chief executive officer pursuant to an employment agreement with a term
ending April 30, 1989, and in that capacity Employee has performed various
executive and administrative duties. In November 1985, after the commencement of
operations of the Holding Company and its acquisition of the Bank, the boards of
directors of the Holding Company and the Bank agreed in principle to extend
Employee's term of employment with the Bank and to grant him certain options, in
order to secure his services for the Holding Company as its chief executive
officer and provide further incentive for Employee to remain with the Company
and to cause its further growth.
1.2 Employee makes this Agreement in consideration of his continued
employment by the Bank, his employment by the Company and the salary and other
consideration paid and to be paid to him as a result of his employment.
1.3 Employee and the Company desire by this Agreement
(a) to provide for Employee's continued employment by the Company;
(b) to be set forth the rights and obligations of the Company and
Employee in the event that Employee's employment shall be terminated for
any reason; and
(c) to protect the Company's legitimate competitive interests both
during and after the term of Employee's employment.
2.0 AGREEMENT TO EMPLOY.--
2.1 The Bank and the Holding Company each hereby agrees to employ
Employee as its chairman of the board and chief executive officer and, when
designated by either board of directors, its president, and the Employee hereby
agrees to serve each of the Bank and the Holding Company in such capacities,
subject to the terms and conditions of this Agreement.
2.2 (a) The board of directors of the Holding Company each year shall
nominate Employee to serve as a director of the Holding Company, and recommend
his election to its shareholders.
(b) The board of directors of the Holding Company shall also elect
Employee as its chairman of the board and chief executive officer and nominate
and elect him as a director of the bank. If the shareholders do not elect
Employee a director of the Holding Company, he shall be elected president of the
Holding Company and the holder of such office shall be designated the chief
executive officer of the Holding Company.
-2-
(c) The board of directors of the Bank shall elect Employee each
year as its chairman of the board and chief executive officer.
2.3 If the board of directors of the bank or the Holding Company shall
breach any of its obligations pursuant to this Section 2.0, Employee shall be
entitled to discontinue service to the Company hereunder and receive as
liquidated damages all amounts to which he is entitled pursuant to Sections 5.0
and 7.0 hereunder for the full term thereof.
3.0 TERM. -- The term of employment under this Agreement shall be for a
period of seven years and six months, beginning as of the date hereof and ending
on April 30, 1993, unless sooner terminated pursuant to the provisions of
Section 7.0 hereof.
4.0 DUTIES.--
4.1 Employee shall serve as chairman of the board, chief executive
officer and, if designated by either board, president of the Bank and the
Holding Company, with all responsibilities, powers and duties as are usual
and customary to one holding such offices, and with such additional
responsibilities, powers and duties consistent with such offices as may be
assigned to him from time to time by the board of directors of either the Bank
or the Holding Company.
4.2 During the term of his employment, Employee shall devote
substantially all of his business time, attention, expertise and efforts to the
business and affairs of the Com-
-3-
pany, Employee shall, however, be entitled (a) to continue to serve as a
consultant to Wilshire Oil Company of Texas, (b) to serve as a consultant to
other entities, if such service is approved in advance by the boards of
directors of the Holding Company and the Bank, (c) to serve as a director of
other public corporations, if such service is approved in advance by the boards
of directors of the Holding Company and the Bank and (d) to pursue private
investments and other opportunities, provided that such private investments and
other opportunities do not, in the opinion of the boards of directors of the
Holding Company and the Bank, conflict with his duties hereunder.
5.0 COMPENSATION; STOCK OPTION; BENEFIT.--
5.1. SALARY.-- As partial consideration for the services rendered by
Employee pursuant to this Agreement as an employee of the Company, the Company
shall pay to Employee an annual base salary at a rate of not less than $200,000
per year, with Employee's actual salary to be determined by the boards of
directors from time to time. Such salary shall be payable in equal bi-weekly
installments, or at such other frequency as shall be consistent with the
Company's practices with other executive employees. It is understood that, as of
the date hereof, Employee's principal duties will be for the Bank and that the
Bank will pay all amounts due to Employee hereunder until the boards of
directors of the Holding Company and the Bank determine that Employee's efforts
on behalf of
-4-
the Holding Company make it appropriate for the Holding Company to share in such
payment.
5.2 BONUS.-- In further consideration for Employee's services rendered
pursuant to this Agreement, the Company may pay to Employee such bonuses as the
boards of directors of the Holding Company and the Bank may individually
determine from time to time are appropriate, based upon such factors as each
board of directors from time to time may consider relevant, including, but not
limited to, the profitability, performance or growth of the Company and the
Employee's contribution thereto.
5.3 STOCK OPTION.-- In further consideration for Employee's services
rendered pursuant to this Agreement, the board of directors of the Holding
Company shall, subject to shareholder ratification and approval, grant Employee
an option to acquire 53,000 shares of the Common Stock of the Holding Company
upon the terms and conditions, and in the form, of Exhibit A annexed hereto and
made a part thereof.
5.4 BENEFITS.-- (a) Employee shall be entitled to participate in any
retirement, pension or profit-sharing program and other fringe benefit programs
of the Company in the same manner and on the same basis as other executive
employees of the Company, except as otherwise provided in this Agreement. In
addition, Employee's medical insurance and hospitalization shall be extended
throughout the consulting term described in Section 6.0.
-5-
(b) The Company will continue to provide the Employee with a
$2,000,000 life insurance policy payable to Employee's heirs. By its terms, the
Company shall be reimbursed on Employee's death for premiums paid.
(c) The Company shall also provide Employee with 5 weeks per year
of paid vacation, to be taken at such times as may be mutually convenient to and
agreed upon by the Employee and the Company.
5.5 OFFICES.-- The Company shall provide the Employee with office space
at the principal office of the Company suitable to a chief executive, and
appropriate personnel to assist him, including but not limited to a secretary
and administrative assistant. The assistance described above shall also be
provided to Employee if needed in his opinion to perform consulting services
during the consulting term.
5.6 EXPENSES.-- Employee shall be entitled to reimbursement of all
travel and other expenses reasonably incurred by him in the performance of his
duties as an employee of consultant.
6.0 CONSULTING.--
6.1 ENGAGEMENT.-- Commencing after the end of the term of his
employment set forth in section 3.0 or upon the earlier termination of his
employment pursuant to section 7.4, the Company hereby engages Employee, and
Employee agrees to serve, as a consultant to the Company. Employee shall provide
advice to the Company as a consultant on matters relating to
-6-
the banking business in New Jersey, at such times and places as shall be
mutually agreed upon by the parties from time to time and consistent with
permitting Employee to engage in his chosen post-employment activities, as well
as to take such trips and vacations as he may desire. It is anticipated that
Employee will be able to perform all required consulting work by telephone. No
travel may be required of Employee under this Section 6.0. During the period
specified in Section 6.2, Employee shall be free to locate his residence and any
other business activities in any place he chooses, so long as he gives the
Company notice of a location where he regularly may be reached by telephone.
6.2. CONSULTING TERM.--Employee shall remain available to provide such
consulting services to the Company for a term of three years after the
termination of his employment referred to in section 6.1, except that Employee
shall be excused from providing such services if he is temporarily disabled from
time to time and in the event of his permanent disability or upon his death.
6.3. FEES.--Employee shall not be entitled to any separate fee for his
consulting services hereunder beyond the other consideration provided to
Employee under this Agreement.
7.0. TERMINATION OF EMPLOYMENT.--
7.1. TERMINATION FOR CAUSE.--Notwithstanding the provisions of Section
3.0, Employee's employment may be terminated for cause upon 3 months prior
written notice to Employee from the Company. Such notice shall state the basis
for the deter-
-7-
mination that such cause for termination exists. Termination for "cause" shall
mean termination by the Company on the following grounds only: (i) willful and
material fraud, misappropriation or embezzlement by Employee relating to the
business or property of the Company; or (ii) Employee's conviction of any crime
committed within the scope of his employment by the Company which constitutes a
felony in the jurisdiction involved. In the event of termination for cause, the
Companmy shall pay to Employee the salary he otherwise would have received up
through the date of termination only; provided, however, that the Company shall
have the right at any time to pay Employee his full salary for the notice period
and to terminate Employee's employment upon the serving of the notice described
above and payment of his salary for such 3 month period.
7.2. TERMINATION UPON DEATH.--Employee's employment shall be terminated
upon Employee's death. In such event, the Compamy shall pay to Employee's estate
the termination compensation set forth in Section 7.5.
7.3. TERMINATION UPON DISABILITY.-- If Employee is unable to perform
his normal duties for a period of 200 consecutive business days or for 300
business days in any period of 400 consecutive business days, and remains so
disabled thereafter as to be unable to continue to perform his duties under this
Agreement, the Company at its option may terminate his employment. In such
event, the Company shall pay to the Employee the termination compensation set
forth in Section 7.5.
-8-
7.4. VOLUNTARY TERMINATION.--Employee shall have the option voluntarily
to terminate his employment at any time after April 30, 1991 and before April
30, 1993 upon at least 3 months prior written notice to the Company; provided,
however, that he shall thereupon be entitled to only the reduced termination
compensation provided in Section 7.5(b).
7.5. TERMINATION COMPENSATION.--(a) Upon termination of Employee's
employment for any reason whatsoever except pursuant to Section 7.1, whether by
death, disability, end of the term set forth in section 3.0 or otherwise,
Employee shall receive annual termination compensation equal to 50% of his
"Average Salary". Average Salary shall mean the average of amounts of aggregate
salary and bonuses received by Employee in a calendar year pursuant to Sections
5.1 and 5.2 during the term of his employment hereunder, but in no event shall
Average Salary be less than the salary and bonuses he earned for calendar year
1985.
(b) Unless termination is pursuant to Section 7.4, this annual
termination compensation will be paid for the longer of (a) Employee's life or
(b) 10 years from the date of termination of Employee's employment. If Employee
shall resign his employment pursuant to Section 7.4, his annual termination
compensation shall be paid for a term of ten years.
(c) The termination compensation shall be paid in bi-weekly
installments commencing two weeks after the date of termination.
-9-
7.6. DEATH FOLLOWING TERMINATION--In the event that Employee shall die
after termination of this employment hereunder but prior to the payment of all
amounts due to him hereunder, including his termination compensation under
section 7.5, those amounts shall be paid to Employee's estate.
8.0. RESTRICTIVE COVENANT--During the period commencing as of the date
of this Agreement and ending on the day after the latest of (a) the date of the
termination of Employee's employment pursuant to section 3.0 or section 7.0 or
(b) the date that his consulting term under section 6.2 shall end, so long as
the Company has not breached this Agreement, Employee shall not, directly or
indirectly, be a shareholder, principal, owner, officer, director, employee or
agent of, or otherwise render services to, any bank, savings bank, savings and
loan association, bank holding company, or savings and loan holding company
other than the Company which either (i) has its principal office within the
State of New Jersey or (ii) has a majority of its deposits located in the State
of New Jersey, unles such engagement is with an affiliate of the Company or is
approved by the boards of directors of the Company; and provided further that
this Section 8.0 shall not prohibit or restrict in any way any relationship
Employee now has or may in the future have with Wilshire Oil Company of Texas or
any of its affiliates. Notwithstanding the above, Employee may be a shareholder
of any such competing publicly-owned corporation, so long as he beneficially
owns less that 5% of the outstanding shares of any class
-10-
of stock of such corporation and his relationship with such corporation is
limited to such ownership. The covenants of Employee contained in this Section
8.0 shall be for the benefit of any future subsidiary of Holding Company or of
the Bank.
9.0. SEVERABILITY.--If any provision of this Agreement, and in
particular any obligation undertaken by Employee herein, is deemed invalid in
any respect under applicable law, the provision shall, if possible, be enforced
to the extent reasonable under the circumstances. To the extent that the
provision or any part of the provision remains unenforceable, it shall be deemed
not to constitute part of the Agreement. In any case, the remaining provisions
of the Agreement shall not be affected, and shall remain valid and be enforced
to the full extent allowed by law.
10.0. SPECIFIC ENFORCEMENT.--
10.1. Employee recognizes that the Company, at considerable cost and
effort, has created substantial business and good will and acquired patronage,
accouns and a customer base, all of which comprise valuable assets of the
Company. Employee ackowledges that his failure to fulfill his obligations under
Section 8.0 of this Agreement would substantially and irreparably jeopardize the
value of such assets, and that the remedies at law for any breach by him of his
obligations would prove inadequate. Employee therefore agrees that the Company
shall be entitled to xxx in equity any breach or anticipated breach by him of
Section 8.0 of this Agreement, and he hereby
-11-
waives the defense, in any such action or proceeding brought by the Company,
that an adequate remedy at law exists.
10.2. This section shall nor be deemed to limit the Company's right to
any remedies to which it may be entitled under law, including the recovery of
monetary damages from Employee.
11.0. JOINT AND SEVERAL.--All obligations of the Bank and the Holding
Company hereunder shall be joint and several. If any provision of this Agreement
shall be deemed to be invalid or unenforceable as against any one of the Bank or
the Holding Company, it shall nevertheless remain valid and enforeceable against
the other.
12.0. ACTION BY THE COMPANY.--Unless otherwise expressly provided
herein any action by the "Company" referred to in this Agreement shall require
the approval of the boards of directors of both the Holding Company and the
Bank.
13.0. WITHHOLDING OF TAXES.--Any payments to Employee, or to Employee's
beneficiary or beneficiaries, or to Employee's estate, pursuant to the terms of
this Agreement shall be reduced by such amounts as are required to be withheld
with respect thereto under then applicable federal, state and local tax laws and
regulations and other laws and regulations.
14.0. GOVERNING LAW.--This Agreement shall be governed and interpreted
in all respects in accordance with the laws of New Jersey.
15.0. NOTICES.--Any notice required or permitted hereunder shall be in
writing, and shall be deemed to have been
-12-
given when hand delivered or sent by registered or certified mail, return
receipt requested, addressed, as follows:
if to the Company: The TrustCompany Bancorporation
00 Xxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attn: Chief Personnel Officer
if to the Employee: Xx. Xxxxx X. Xxxxxx
000 Xxxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
or to such other person or address as either party shall designate to the other
from time to time in writing forwarded in like manner.
16.0. AMENDMENT.--The provisions of this Agreement can be modified or
amended only by a writing signed by both Employee and the Company.
17.0. ENTIRE AGREEMENT.--This Agreement is the entire agreement of the
parties pertaining to the subject matter hereof and supersedes and revokes all
prior employment agreements between the parties.
18.0. BINDING EFFECT; NONASSIGNMENT.--This Agreement shall inure to the
benefit of Employee and his personal representatives, heirs and assigns.
Employee may not delegate the performance of his obligations or assign his
rights hereunder. This Agreement shall inure to the benefit of the Holding
Company and the Bank, and the respective successors, but neither of them may
assign its rights hereunder. This Agreement shall be binding upon the Holding
Company and the Bank and their respective successors and assigns.
-13-
19.0. ACKNOWLEDGMENT BY EMPLOYEE.--Employee represents and acknowledges
that he has carefully reviewed all of the terms and obligations contained in
this Agreement, and that he understands fully the character and extent of the
restraints that the Agreement shall impose upon him, both during his employment
and after its termination. Employee expressly agrees that the restraints are
reasonable and necessary for the proper protection of the Company's business.
20.0. ATTORNEYS FEE.--In the event that any dispute arises concerning
the terms of this Agreement, Employee shall be entitled to reimbursement of all
reasonable costs incurred by him in such dispute, including attorneys fees, if
he shall by the prevailing party.
21.0 SHAREHOLDER APPROVAL.--This Agreement shall be null and void ab
initio unless the shareholders of the Holding Company approve the stock option
grant set forth in Section 5.3 prior to November 1, 1986.
-14-
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of November 1, 1985 on Match 18, 1986.
WITNESS:
/s/ Siggi X. Xxxxxx
-------------------------------- -------------------------------------
Siggi X. Xxxxxx
ATTEST: THE TRUSTCOMPANY BANCORPORATION
/s/ Xxxx X. Xxxx By: /s/ Xxxx X. Love
-------------------------------- --------------------------------------
Xxxx X. Xxxx, Secretary Xxxx X. Love, Treasurer
ATTEST: THE TRUST COMPANY OF NEW JERESY
/s/ Xxxx X. Love By: /s/ Xxxx X. Xxxx
-------------------------------- --------------------------------------
Xxxx X. Love, Senior Xxxx X. Xxxx, Executive
Vice President Vice President
-15-
EXTENSION AND AMENDMENT OF EMPLOYMENT AGREEMENT
-----------------------------------------------
THIS AGREEMENT ("Agreement") is made this 22nd day of December, 1992,
by and between THE TRUSTCOMPANY BANCORPORATION, a New Jersey corporation
("Holding Company"), THE TRUST COMPANY OF NEW JERSEY, a New Jersey chartered
bank ("Bank"), (Holding Company and Bank sometimes collectively, "Company"), and
SIGGI X. XXXXXX ("Employee").
W I T N E S S E T H T H A T :
WHEREAS, the Company and the Employee entered into an Employment
Agreement dated as of November 1, 1985 ("Employment Agreement"); and
WHEREAS, Section 3.0 of the Employment Agreement provides that the
Employee's term of employment shall be for a period of seven years and six
months, ending on April 30, 1993, unless sooner terminated pursuant to the
provisions of the Employment Agreement ("Initial Term"); and
WHEREAS, as of December 31, 1985, there were 27 branches of the Bank,
total deposits were $1,045,470,000 and total assets were $1,184,674,000; and as
of December 31, 1992, the number of branches of the Bank has grown by more than
30% to 38, total deposits and total assets have doubled to $2,166,899,000 and
$2,367,422,000, respectively, and the value of the Holding Company's Stock has
increased 2,000% over the last 10 years; and
WHEREAS, in recognition of the phenomenal growth of the Company without
acquisition or merger, the Employee's valuable
contributions to the success of the Company, his unique expertise, and the
continuing executive and administrative requirements of the Company, it is in
the best interests of the Company to extend the Initial Term for an additional
period of seven years and six months commencing on the first day after the
expiration of the Initial Term ending on October 31, 2000 ("Extended Term"), and
to amend certain other provisions of the Employment Agreement; and
WHEREAS, the Employee has agreed to extend his term of employment for
the Extended Term, unless sooner terminated pursuant to the provisions of the
Employment Agreement and amended by this Agreement, and to devote his attention,
expertise and efforts to the Company on the terms set forth herein and in the
Employment Agreement; and
WHEREAS, the Company and the Employee wish to amend the Employment
Agreement on the terms and conditions set forth herein but only to the extent
herein provided.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties, intending
to be legally bound, hereby agree as follows:
1. AMENDMENT. Section 3.0 of the Employment Agreement is deleted in its
entirety and is replaced with the following provision:
"3.0. TERM.--The term of employment under this Agreement shall
be for a period of seven years and six months, beginning as of
May 1, 1993 and ending on October 31, 2000, unless sooner
terminated pursuant to the provisions of Section 7.0 hereof."
2. The first sentence of Section 5.1 of the Employment Agreement is
hereby deleted and is replaced with the following provision:
"5.1 SALARY. -- As partial consideration for the services rendered by
Employee pursuant to this Agreement as an employee of the Company, the
Company shall pay to Employee an annual base salary at a rate of not
less than $300,000 per year, with Employee's actual salary to be
determined by the boards of directors from time to time."
3. Section 5.3 of the Employment Agreement has been satisfied in full
and is therefore not applicable to the Extended Term.
4. Section 5.4(b) of the Employment Agreement is hereby deleted in its
entirety and is replaced with the following provision:
"(b) The Company will continue to provide the Employee with a
$3,200,000 life insurance policy payable to Employee's heirs or to his
designee. The policy shall provide that the Company shall be reimbursed
on Employee's death for premiums paid."
5. The first sentence of Section 6.1 of the Employment Agreement is
hereby deleted in its entirety and is replaced with the following first
sentence:
"6.1 ENGAGEMENT. -- In recognition of the Employee's exemplary past
performance, commencing after the end of his employment set forth in
Section 3.0 or upon the earlier termination of his employment pursuant
to Section 7.4, the Company hereby engages Employee, and Employee in
his sole discretion may elect to serve, as a consultant to the
Company."
6. Section 6.2 of the Employment Agreement is hereby amended by adding
the following clause to the beginning of the Section as follows:
-3-
"6.2 CONSULTING TERM. -- If Employee elects to serve as a consultant to
the Company, . . . "
7. The second sentence of Section 7.2 is hereby deleted in its entirety
and is replaced with the following second sentence:
"In such event, the Company shall pay to Employee's estate or to his
designee the termination compensation set forth in Section 7.5"
8. Section 7.4 of the Employment Agreement is hereby deleted in its
entirety and is replaced with the following Section 7.4:
"7.4 VOLUNTARY TERMINATION. -- (a) Employee shall have the option
voluntarily to terminate his employment at any time before April 30,
1996 upon at least three months prior written notice to the Company;
provided, however, that he shall thereupon be entitled to only the
reduced termination compensation provided in Section 7.5(b).
(b) Empoyee shall have the option voluntarily to terminate
his employment at any time after April 30, 1996 and before October 31,
2000 upon at least three months prior written notice to the Company and
he shall thereupon be entitled to the termination compensation provided
in Section 7.5(b)."
9. Section 7.5(b) of the Employment Agreement is hereby deleted in its
entirety and is replaced with the following Section 7.5(b):
"(b) Unless termination is pursuant to Section 7.4(a), this annual
termination compensation will be paid for the longer of (1) Employee's
life, or (2) 10 years from the date of termination of Employee's
employment. If Employee shall resign his employment pursuant to Section
7.4(a), his annual termination compensation shall be paid for a term of
ten years."
-4-
10. Section 7.6 of the Employment Agreement is amended to add the
following clause to the end of the Section:
". . . or to his designee."
11. Section 21.0 of the Employment Agreement is deleted in its
entirety.
12. ENFORCEABILITY OF EMPLOYMENT AGREEMENT. The Company and Employee
affirm the continuing validity of the Employment Agreement, as amended by this
Agreement. Each warrants and represents to the other that except as expressly
modified hereby, there has been no other modification of the Employment
Agreement, whether oral or written, and that there are no rights, claims or
causes of action of any nature that it/he has or may assert against the other
with respect to the Employment Agreement, as amended.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement Dec. 22, 1992.
WITNESS EMPLOYEE:
/s/ XXXXX X. X'XXXXX /s/ SIGGI X. XXXXXX
------------------------------ -------------------------------
Siggi X. Xxxxxx
ATTEST: THE TRUSTCOMPANY BANCORPORATION
/s/ XXXXX X. X'XXXXX /s/ XXXX X. LOVE
------------------------------- -------------------------------
Xxxxx X. X'Xxxxx, Secretary Xxxx X. Love, Treasurer
ATTEST: THE TRUST COMPANY OF NEW JERSEY
/s/ XXXXX X. X'XXXXX /s/ XXXX X. LOVE
------------------------------- -------------------------------
Xxxxx X. X'Xxxxx, Secretary Xxxx X. Love, Treasurer
-5-
SECOND AMENDMENT
OF
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made this 27th day of February, 1995,
by and between THE TRUST COMPANY OF NEW JERSEY, a New Jersey chartered bank (the
"Bank"), THE TRUSTCOMPANY BANCORPORATION, a New Jersey corporation ("Former
Holding Company" and, together with Bank, the "Company") and SIGGI X. XXXXXX
("Employee").
W I T N E S S E T H T H A T :
WHEREAS, the Company and the Employee entered into an Employment
Agreement dated as of November 1, 1985 ("Employment Agreement"); and
WHEREAS, the Employment Agreement was amended by agreement dated
December 22, 1992 to, among other things, extend the Employee's term of
employment thereunder until October 31, 2000 followed by a three-year
consultancy term, in order to assure the Bank of the Employee's continued
valuable and unique services; and
WHEREAS, the Board of Directors of the Bank and its compensation
committee wish to further amend the Employment Agreement to extend the
consultancy term thereunder in lieu of certain termination compensation provided
for thereunder in order to assure the continuing exemplary services and
dedication of the Employee; and
WHEREAS, the Employee is willing to provide such services under the
terms and conditions set forth therein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Section 2.2(c) is hereby amended by replacing the third line thereof
with the following "chief executive officer and shall nominate Employee to serve
as a director of the Bank and recommend his election to its shareholders."
2. Section 6.0 of the Employment Agreement is hereby amended by
deleting such section in its entirety and replacing such section with the
following:
6.0 CONSULTING.
6.1 ENGAGEMENT TERM. In recognition of Employee's exemplary
past performance, the Bank hereby engages Employee, and Employee agrees
to serve, as a consultant to the Bank for the term that shall commence
upon the end of Employee's employment, as set forth in Section 3.0 and
continue for ten years (the "Initial Consulting Term") unless earlier
terminated pursuant to Section 7.0. At the end of the Initial
Consulting Term, the Employee shall have the option to renew the
consulting engagement for an additional ten year term (the "Extended
Consulting Term") subject to the terms of this Agreement. Employee
shall provide advice to the Bank as a consultant on policy matters with
respect to decisions relating to the business and financial affairs of
the Bank and the banking business in New Jersey generally and shall
continue to promote the goodwill of the Bank through community,
charitable, educational, civic, philanthropic and similiar types of
activities, all of which shall be deemed to benefit the Bank. Such
consulting services may be rendered in person at the corporate offices
of the Bank, at any other mutually agreeable place or by telephone or
correspondence; it is agreed, however, that such services (i) shall not
require Employee's presence at the corporate offices of the Bank except
at such times as may be mutually agreeable, and (ii) shall be
consistent with permitting Employee to engage in his chosen
post-employment activities, as well as to take such vacations as he may
desire.
6.2 FEES. During the Initial Consulting Term and the Extended
Consulting Term, as the case may be, Employee shall receive an annual
fee equal to fifty percent (50%) of his Average Salary. "Average
Salary" shall mean the average of amounts of aggregate salary and
bonuses received by Employee in a calendar year pursuant to Section 5.1
and 5.2 during the term of his employment hereunder, but in no event
shall Average Salary be less than the salary and bonus he earned for
calendar year 1992." Such compensation shall be paid in bi-weekly
installments.
3. Section 7.4 of the Employment Agreement is hereby amended by
deleting such section in its entirety.
4. Section 7.5 of the Employment Agreement is hereby amended by
deleting such section in its entirety and replacing such section with the
following:
2
7.5 TERMINATION COMPENSATION. Upon termination of Employee's
employment by reason of Employee's death or disability, the Employee,
or his estate or designee, as the case may be, shall receive
termination compensation equal to fifty percent (50%) of his Average
Salary through and including the final year of the Initial Consulting
Term, or, if Employee's death or disability occurs during the Extended
Consulting Term, through and including the final year of the Extended
Consulting Term. In the case of Employee's death, such compensation
shall be paid in a lump sum not later than the sixtieth (60th) day
following the date of Employee's death. In the case of the Employee's
disability, such compensation shall be paid in bi-weekly installments
commencing two weeks after the date of termination by reason of such
disability.
5. Section 7.6 of the Employment Agreement is hereby amended by
deleting such section in its entirety.
6. ENFORCEABILITY OF EMPLOYMENT AGREEMENT. The Bank and Employee affirm
the continuing validity of the Employment Agreement, as further amended by this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
WITNESS EMPLOYEE:
/s/ XXXX XXXXXX /s/ SIGGI X. XXXXXX
------------------------------ -------------------------------
Siggi X. Xxxxxx
ATTEST: THE TRUST COMPANY OF NEW JERSEY
/s/ XXXXX X. X'XXXXX /s/ XXXXXXX X. XXXXXXXXX
------------------------------- -------------------------------
Xxxxx X. X'Xxxxx, Secretary Xxxxxxx X. Xxxxxxxxx, E.V.P.
ATTEST: THE TRUSTCOMPANY BANCORPORATION
/s/ XXXXX X. X'XXXXX /s/ XXXX X. LOVE
------------------------------- -------------------------------
Xxxxx X. X'Xxxxx, Secretary Xxxx X. Love, Treasurer
3
THIRD AMENDMENT
OF
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made this 29th day of September, 2000,
by and between THE TRUST COMPANY OF NEW JERSEY, a New Jersey chartered bank (the
"Bank"), and SIGGI X. XXXXXX ("Employee").
W I T N E S S E T H T H A T :
WHEREAS, the Bank, the Trustcompany Bancorporation ("Bancorp", former
holding company of the Bank), and the Employee entered into an Employment
Agreement dated as of November 1, 1985 ("Employment Agreement"); and
WHEREAS, the Employment Agreement was extended and amended by Extension
and Amendment of Agreement dated December 22, 1992 to, among other things,
extend the Employee's term of employment until October 31, 2000 followed by a
three-year consultancy term, in order to assure the Bank and Bancorp of the
Employee's continued valuable and unique services; and
WHEREAS, the Bank and Bancorp further amended the Employment Agreement
by Second Amendment to Employment Agreement dated February 27, 1995 to, among
other things, extend the consultancy term under the Employment Agreement, as
amended, in lieu of certain termination compensation in order to assure the
continuing exemplary services and dedication of the Employee; and
WHEREAS, the Board of Directors of the Bank and its Compensation
Committee now wish to further amend the Employment Agreement, as amended
previously on December 22, 1992 and February 27, 1995, to extend Employee's term
of employment for one additional year to October 31, 2001 in order to assure the
continuance of Employee's outstanding services to the Bank; and
WHEREAS, the Employee is willing to provide such services under the
terms and conditions set forth therein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. AMENDMENT. Section 3.0 of the Employment Agreement, as amended, is
deleted in its entirety and is hereby replaced with the following provision:
"3.0 TERM - The term of employment under this Agreement shall
be for a period of eight years and six months, beginning as of
May 1, 1993 and ending on October 31, 2001, unless sooner
terminated pursuant to the provisions of Section 7.0 hereof."
2. TRUSTCOMPANY BANCORPORATION. References in the Employment Agreement,
as amended, to "Trustcompany Bancorporation" and the "Company" shall be deemed
to refer to the Bank.
3. ENFORCEABILITY OF EMPLOYMENT AGREEMENT. The Bank and Employee affirm
the continuing validity of the Employment Agreement, as amended on December 22,
1992, February 27, 1995, and as further amended by this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
WITNESS: EMPLOYEE:
/s/ Xxxx Xxxxxx /s/ Siggi X. Xxxxxx
--------------------------------- ----------------------------------
Xxxx Xxxxxx Siggi X. Xxxxxx
ATTEST: THE TRUST COMPANY OF NEW JERSEY
/s/ Xxxxx X. X'Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------- ----------------------------------
Xxxxx X. X'Xxxxx, Secretary Xxxxxx X. Xxxxxxx
-2-
FOURTH AMENDMENT
OF
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made as of this 26th day of October,
2001, by and between THE TRUST COMPANY OF NEW JERSEY, a New Jersey chartered
bank (the "Bank" or the "Company"), and SIGGI X. XXXXXX ("Employee").
W I T N E S S E T H T H A T :
WHEREAS, the Bank, the Trustcompany Bancorporation ("Bancorp", the
former holding company of the Bank), and the Employee entered into an Employment
Agreement dated as of November 1, 1985 ("Employment Agreement"); and
WHEREAS, the Employment Agreement was extended and amended by Extension
and Amendment of Agreement dated December 22, 1992 to, among other things,
extend the Employee's term of employment until October 31, 2000 followed by a
three-year consultancy term, in order to assure the Bank and Bancorp of the
Employee's continued valuable and unique services; and
WHEREAS, the Bank and Bancorp further amended the Employment Agreement
by Second Amendment to Employment Agreement dated February 27, 1995 to, among
other things, extend the consultancy term under the Employment Agreement, as
amended, in lieu of certain termination compensation in order to assure the
continuing exemplary services and dedication of the Employee; and
WHEREAS, the Board of Directors of the Bank and its Compensation
Committee further amended the Employment Agreement by Third Amendment of
Employment Agreement dated September 29, 2000, as amended previously on December
22, 1992 and February 27, 1995, to extend Employee's term of employment for one
additional year to October 31, 2001 in order to assure the continuance of
Employee's outstanding services to the Bank; and
WHEREAS, the Board of Directors of the Bank and its Compensation
Committee, at meetings held in October 2001, concluded that the Employment
Agreement, as amended previously on December 22, 1992, February 27, 1995 and
September 29, 2000, should be further amended to, among other things, provide
for a new definition of the term "Index Salary," delete the term "Average
Salary", permit the voluntary resignation of Employee, set forth a new payment
mechanism by which Employee, his designees or his heirs may be paid termination
compensation, and to extend the Employee's term of employment for two additional
years to October 31, 2003; and
WHEREAS, the Employee is willing to provide such services under the
terms and conditions set forth therein,
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Section 3.0 of the Employment Agreement, as amended, is
deleted in its entirety and is hereby replaced with the following provision:
"3.0 TERM - The term of employment under this Agreement shall
be for a period of ten years and six months, beginning as of
May 1, 1993 and ending on October 31, 2003, unless sooner
terminated pursuant to the provisions of Section 7.0 hereof."
2. Section 6.2 of the Employment Agreement, as amended, is
deleted in its entirety and is replaced with the following provision:
"6.2 FEES. During the first two (2) years of the Initial
Consulting Term, Employee shall receive an annual fee equal to
one hundred percent (100%) of the Index Salary, as defined
below. From the third year through the tenth year of the
Initial Consulting Term and during the Extended Consulting
Term, as the case may be, Employee shall receive an annual fee
equal to fifty percent (50%) of the Index Salary. Such
compensation shall be paid in bi-weekly installments. For
purposes of this Section 6 and this entire Employment
Agreement, as amended, the term Index Salary shall mean the
actual aggregate amount of salary, bonuses, incentive
compensation, and any other W-2 remuneration received by
Employee in calendar year 2000. "
3. The last sentence of Section 7.3 of the Employment Agreement,
as amended, is replaced in its entirety with the following sentence:
7.3 TERMINATION UPON DISABILITY.- "In such event, the Company
shall pay to the Employee or his designees the termination
compensation set forth in Section 7.5."
4. The following Section 7.4 is hereby added to the Employment
Agreement, as amended:
7.4 VOLUNTARY TERMINATION. - Employee shall have the option to
voluntarily terminate his employment or any consulting term at
any time after March 1, 2001 upon at least 15 days prior
written notice to Company and shall thereupon be entitled to
receive (either directly or by payment to his designees) the
termination compensation set forth in Section 7.5."
5. Section 7.5 of the Employment Agreement, as amended, is
deleted in its entirety and is replaced with the following provision:
-2-
7.5 TERMINATION COMPENSATION.- Upon termination of Employee's
employment or any consulting term by reason of Employee's
death, disability, or voluntary termination (any such event, a
"Trigger Event"), the Employee, his designees or estate, as
the case may be, shall receive payments equal to one hundred
percent (100%) of Employee's Index Salary for the first two
(2) years after a Trigger Event and thereafter fifty percent
(50%) of Employee's Index Salary for the next eight (8) years
after a Trigger Event. Payments shall be made in equal
quarterly installments. Notwithstanding the foregoing, the
Employee, his designee, or his estate, as the case may be, may
elect to accelerate termination compensation payments up to
the aggregate amount which is payable by the Company in any
one year and in the subsequent year pursuant to the first
sentence of this Section 7.5 ("Acceleration Feature"). Any
such payments as are accelerated shall reduce the aggregate
balance due and the number of installment payments
outstanding, but shall not reduce the dollar amount of any
unpaid installments. Conversely, Employee, his designee or his
estate may elect to defer the distribution by the Company of
any installments and in doing so may extend the pay-out of the
termination compensation for a period of up to an additional
five (5) years for a total pay-out period of up to fifteen
(15) years. Similarly, although the dates of installments may
be extended and the Acceleration Feature remains unaltered,
the aggregate dollar amount of the installments shall not be
reduced.
6. A new Section 21 is hereby added to the Employment Agreement,
as amended:
21. PAYMENTS TO EMPLOYEE, HIS HEIRS OR DESIGNEES. The
Employment Agreement, as amended from time to time, presently
contemplates that various payments be made to the Employee's
designees or estate, as the case may be. Employee requested
that the concept of designees be added to the Employment
Agreement, as amended, to provide him with greater flexibility
in managing his personal affairs. To provide guidance to the
Company as to the making of such payments, Employee shall
delineate his designees in writing to the Secretary to the
Board of Directors of the Company from time to time. In the
event of Employee's failure to do so, the Company shall make
payments to Employee during his lifetime and to his estate in
the event of his death.
7. ENFORCEABILITY OF EMPLOYMENT AGREEMENT. The Company and
Employee affirm the continuing validity of the Employment Agreement, as amended
on December 22, 1992, February 27, 1995, September 29, 2000, and as further
amended by this Fourth Amendment.
-3-
IN WITNESS WHEREOF, the parties hereto have duly executed this Fourth
Amendment as of the day and year first above written.
WITNESS: EMPLOYEE:
/s/ Xxxx Xxxxxx /s/ Siggi X. Xxxxxx
--------------------------------- ------------------------------------
Xxxx Xxxxxx Siggi X. Xxxxxx
ATTEST: THE TRUST COMPANY OF NEW JERSEY
/s/ Xxxxx X. X'Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
Xxxxx X. X'Xxxxx, Secretary
-4-
FIFTH AMENDMENT
OF
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made as of this 26th day of September,
2002, by and between THE TRUST COMPANY OF NEW JERSEY, a New Jersey chartered
bank (the "Bank" or the "Company"), and SIGGI X. XXXXXX ("Employee").
W I T N E S S E T H T H A T :
WHEREAS, the Bank, the Trustcompany Bancorporation ("Bancorp", the former
holding company of the Bank), and the Employee entered into an Employment
Agreement dated as of November 1, 1985 ("Employment Agreement"); and
WHEREAS, the Employment Agreement was extended and amended by Extension
and Amendment of Agreement dated December 22, 1992 to, among other things,
extend the Employee's term of employment until October 31, 2000 followed by a
three-year consultancy term, in order to assure the Bank and Bancorp of the
Employee's continued valuable and unique services; and
WHEREAS, the Bank and Bancorp further amended the Employment Agreement by
Second Amendment to Employment Agreement dated February 27, 1995 to, among other
things, extend the consultancy term under the Employment Agreement, as amended,
in lieu of certain termination compensation in order to assure the continuing
exemplary services and dedication of the Employee; and
WHEREAS, the Board of Directors of the Bank and its Compensation Committee
further amended the Employment Agreement by Third Amendment of Employment
Agreement dated September 29, 2000, as amended previously on December 22, 1992
and February 27, 1995, to extend Employee's term of employment for one
additional year to October 31, 2001 in order to assure the continuance of
Employee's outstanding services to the Bank; and
WHEREAS, the Board of Directors of the Bank and its Compensation Committee
further amended the Employment Agreement by Fourth Amendment of Employment
Agreement dated as of October 26, 2001, as amended previously on December 22,
1992, February 27, 1995 and September 29, 2000, to, among other things, provide
for a new definition of the term "Index Salary," delete the term "Average
Salary", permit the voluntary resignation of Employee, set forth a new payment
mechanism by which Employee, his designees or his heirs may be paid termination
compensation, and to extend the Employee's term of employment for two additional
years to October 31, 2003; and
WHEREAS, the Board of Directors of the Bank and its Compensation
Committee, at meetings held in July 2002, concluded that the Employment
Agreement, as amended previously on December 22, 1992, February 27, 1995,
September 29, 2000 and October 26, 2001, should be further amended to change
Employee's title from Chief Executive Officer and President to Advisor to the
President and to the Chief Executive Officer and to describe his duties
associated
with such position and to remove from the Employment Agreement, as amended,
Employee's option to voluntarily terminate his employment or any consulting
term.
WHEREAS, the Employee is willing to provide such services under the terms
and conditions set forth therein,
NOW, THEREFORE, in consideration of the foregoing and the mutual premises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Section 2.1 of the Employment Agreement, as amended, is deleted in
its entirety and is hereby replaced with the following provision:
"2.1 The Bank hereby agrees to employ Employee as Chairman of the
Board of the Bank and as Advisor to the President and Chief
Executive Officer of the Bank, and Employee hereby agrees to serve
the Bank in such capacities, subject to the terms and conditions of
this Agreement."
2. Section 2.2 of the Employment Agreement, as amended, is deleted in
its entirety and is hereby replaced with the following provisions:
"2.2(a) The Board of Directors of the Bank each year shall
nominate Employee to serve as a director of the Bank, and shall
recommend his election to its shareholders. "
"2.2(b) The Board of Directors of the Bank shall elect
Employee each year as its Chairman of the Board."
3. Section 4.1 of the Employment Agreement, as amended, is deleted in
its entirety and is hereby replaced with the following provision:
"Employee shall serve as Chairman of the Board of the Bank and as
Advisor to the President and the Chief Executive Officer, with all
responsibilities, powers, and duties as are usual and customary to
one holding such offices, with such additional responsibilities,
powers and duties consistent with such offices as may be assigned to
him from time-to-time by the Board of Directors of the Bank and the
President and Chief Executive Officer. By way of amplification and
not of limitation, Employee shall, in his capacity as Advisor to the
President and the Chief Executive Officer, provide insight and
guidance respecting such matters relating to the Investment, Trust,
Marketing and Lending Departments of the Bank, lending his expertise
in the areas of pension funds and investments, stock and bond
markets, interest rate fluctuation, portfolio investments and
management, rate setting, major credit
-2-
analysis, customer development and continuity, deposit relationships
and government banking."
4. Section 7.4 of the Employment Agreement, as amended, captioned
"Voluntary Termination" is hereby deleted in its entirety.
5. The first sentence of Section 7.5 of the Employment Agreement, as
amended, is hereby deleted and is replaced with the following first sentence:
"7.5 TERMINATION COMPENSATION.- Upon termination of Employee's
employment or any consulting term by reason of Employee's death or
disability (any such event, a "Trigger Event"), Employee, his
designees or estate, as the case may be, shall receive payments
equal to one hundred percent (100%) of Employee's Index Salary for
the first two (2) years after a Trigger Event and thereafter, fifty
percent (50%) of Employee's Index Salary for the next eight (8)
years after Trigger Event."
6. ENFORCEABILITY OF EMPLOYMENT AGREEMENT. The Company and Employee
affirm the continuing validity of the Employment Agreement, as amended on
December 22, 1992, February 27, 1995, September 29, 2000, October 26, 2001, and
as further amended by this Fifth Amendment.
IN WITNESS WHEREOF, the parties hereto have duly executed this Fifth
Amendment as of the day and year first above written.
WITNESS: EMPLOYEE:
/s/ Xxxx Xxxxxx /s/ Siggi X. Xxxxxx
--------------------------------- ----------------------------------
Xxxx Xxxxxx Siggi X. Xxxxxx
ATTEST: THE TRUST COMPANY OF NEW JERSEY
/s/ Xxxxx X. X'Xxxxx By: /S/ Xxxx Xxxxxx
--------------------------------- ----------------------------------
Xxxxx X. X'Xxxxx, Secretary
-3-
