EXHIBIT 10.8
Employment Agreement by and between
the Equity Bank and Xxxxx X. Xxxxx
dated September 1, 1989
EMPLOYMENT AGREEMENT
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Employment Agreement dated as of September 1, 1989 by and between The
Equity Bank ("Equity"), and Xxxxx X. Xxxxx ("Employee").
In consideration of the covenants and agreements herein provided the
parties hereto agree as follows;
1. Term of Employment.
1.1 Equity hereby employs Employee, and Employee hereby accepts employment
with Equity, all in accordance with the terms and conditions hereof, for a term
commencing on March 15, 1990 (the "Commencement Date"), and continuing for a
period of two years (the "Employment Period"), unless extended or sooner
terminated as herein provided.
1.2 Prior to the end of the first year of the Employment Period, and prior
to each subsequent anniversary of the Commencement Date, either party may give
the other written notice of their intention not to renew or extend the
Employment Agreement. If no such notice is given, the Employment Period will be
extended for an additional year without further action and the dates contained
herein will be automatically adjusted accordingly. If such notice is given by
either party, this Employment Agreement shall terminate one year later, on the
anniversary of the Commencement Date next following the Commencement Date
anniversary with respect to which such notice was given.
2. Duties.
2.1 During the Employment Period, Employee shall be employed by Equity as
the President and Chief Executive officer of Equity or in a similar capacity and
shall have such duties, responsibilities and powers as are customary and
appropriate for such officer. Employee shall report directly to the Board of
Directors of Equity.
2.2 During the Employment Period, Employee shall devote his entire business
time, energies, best efforts, attention and ability to the business of Equity,
shall faithfully and diligently perform the duties of his employment with
Equity, and shall do all reasonably in his power to promote, develop and extend
the business of Equity.
2.3 The Bank agrees that Employee's base of operations shall stay at 0000
Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxx, and Employee shall not be
required to operate from any other area more than sixty (60) miles from this
location without Employee's prior consent.
3. Compensation.
3.1 During the first year of the Employment Period, Equity agrees to pay
Employee as compensation for his services under this Agreement a salary at the
annual rate of $110,000. Equity further agrees that prior to the expiration of
any calendar year during the term of this Agreement, the Board of Directors of
Equity will review the Employee's performance and will consider increasing
Employee's salary under this Agreement for the following year. Equity will
provide the Employee with an review of his performance each year and provide the
the opportunity to discuss such review in a full and xxxxx manner with the
Board. This review shall be completed not less than thirty days prior to the end
of each year during the Employment Period. The Board will consider granting
bonuses and other benefits to Employee at such times during the Employment
Period as the Board may deem appropriate.
3.2 Upon submission of appropriate invoices or vouchers, Equity shall pay
or reimburse Employee for all reasonable expenses incurred by Employee in the
performance of his duties hereunder in furtherance of the business, and in
keeping with the policies, of Equity. The Employee shall be reimbursed by Equity
in the amount of $0.25 per mile, or any higher rate as is approved by the
Internal Revenue Service and is deductible as approved, upon the submission of
the appropriate vouchers, for mileage incurred by the Employee in furtherance of
the business.
3.3 Employee shall be entitled to participate in any fringe benefit plan
available to Equity employees as in effect from time to time, to the extent that
he may be eligible to do so under the applicable provisions of the plan.
3.4 Employee shall be entitled to four weeks vacation in each calendar year
of the Employment Period, such vacation to be taken at such time or times as he
shall elect. Two consecutive weeks of vacation must be taken in each year. Such
vacation, if not used during the first year of the Employment Period, may be
accumulated by the Employee up to a total of six weeks. The Employee may not
take more than three weeks of vacation in any one quarter of any year during the
Employment Period.
3.5 Employee shall be entitled to receive full compensation hereunder
during any period of disability, subject to a limitation of six months and an
additional six months at fifty percent of full compensation of continued salary
and benefits with respect to any single disability. Any amounts paid to Employee
under any disability insurance policy paid for by Eguity will be deemed to be
paid to Employee by Equity for the purposes of this paragraph.
3.6 In addition to participation in any fringe benefit plan available to
Equity employees generally, Employee shall also be entitled to participate in
any incentive stock option plan of Equity, and in any fringe benefit plan for
senior management which may be adopted by Equity which provides benefits for
such senior management based upon the profitability or asset growth of Equity.
4. Termination by Death. If Employee dies during the Employment Period,
Equity's obligations under this Agreement shall terminate immediately and
Employee's estate or legal representative shall be entitled to all arrearages of
salary and expenses an amount equal to six months' salary and a pro rata share
of other benefits accrued at such time.
5. Suspension and Termination Other Than by Death.
5.1 Equity's Board of Directors may terminate Employee's employment at any
time, but any termination by the Board of Directors other than termination for
cause shall not prejudice Employee's right to compensation or other benefits
under this Agreement. Termination for cause shall mean termination because of
willful misconduct or gross negligence in the performance of his duties pursuant
to the terms of this Agreement, or termination directed by the Banking
Commissioner, the Federal Deposit Insurance Corporation, or similar regulatory
authority. In the event the Employee is terminated without cause, he shall
receive as termination pay the greater of (i) one year's salary at the then
current rate of compensation or (ii) his then current salary for the remainder
of the Employment Period.
5.2 Employee shall have no right to receive compensation or other benefits
for any period after termination for cause.
5.3 If Employee is suspended or temporarily prohibited from participating
in the conduct of Equity's affairs by action of any regulatory authority having
jurisdiction over Equity, obligations under this Agreement shall be suspended as
of the date of service of written notice of such suspension. If the charges
underlying such action are dismissed, Employee shall receive the compensation
withheld while Equity's obligations were suspended and reinstatement of any
other obligations which were suspended.
6. Business Materials, Covenant to Report. All written materials, records
and documents made by Employee or coming into his possession concerning the
business or affairs of Equity shall be the sole property of Equity and, upon the
termination of his employment with Equity or upon the request of Equity at any
time, Employee shall promptly deliver the same to Equity and shall retain no
copies thereof. Prior to any termination of employment hereunder, Employee
agrees to render to Equity such reports of the activities undertaken by Employee
or conducted under Employee's direction pursuant hereto during the Employment
Period as Equity may reasonably request.
7. Binding Effect; Benefits. This Agreement shall inure to the benefit of,
and shall be binding upon, the parties hereto and their respective successors,
assigns, heirs and legal representatives. Insofar as Employee is concerned, this
Agreement, being personal, cannot be assigned.
8. Notices. All notices and other communications which are required or
permitted hereunder shall be in writing and shall be sufficient if delivered or
mailed by registered or certified mail, postage prepaid, to the following
addresses or such other address as any party hereto shall have specified by
notice in writing to the other party hereto;
If to Employee:
Xxxxx X. Xxxxx
000 Xxxx Xxxx
Xxxxxxxxxxxx, Xxxxxxxxxxx 00000
If to Equity:
The Equity Bank
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxx 00000
All such notices and communications shall be deemed to have been received on the
date of delivery thereof or the fifth business day after the mailing thereof,
whichever is earlier.
9. Entire Agreement. This Agreement contains the entire agreement between
the parties hereto and supersedes all prior agreements and understandings, oral
or written, between the parties hereto with respect to the subject matter
hereof.
10. Amendments and Waivers. This Agreement may not be modified or amended
except by an instrument or instruments in writing signed by the party against
whom enforcement of any such modification or amendment is sought. The waiver by
any party hereto of a breach of any term or provision of this Agreement shall
not be construed as a waiver of any subsequent breach.
11. Section and Other Headings. The Section and other headings contained in
this Agreement are for reference purposes only and shall not be deemed to be a
part of this Agreement or to control or affect the meaning or construction of
any provision of this Agreement.
12. Severability. If any term or provision of this Agreement is held or
deemed to be invalid or unenforceable, in whole or in part, by a court of
competent jurisdiction, this Agreement shall be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provision of this Agreement.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
THE EQUITY BANK
by:______________________________
Chairman of the Board of
Directors
______________________________
Xxxxx X. Xxxxx
Employee
