IN THE MATTER OF :
:
XXXXXX X. XXXXXX :
:
and : AGREEMENT
:
INTERCHANGE STATE BANK and :
INTERCHANGE FINANCIAL :
SERVICES CORP. :
:
:
This Agreement is entered into this 2nd day of January, 1997, by and
between Interchange State Bank and Interchange Financial Services Corp.
(collectively the "Bank"), a corporation located at Park 00 Xxxx/Xxxxx 0, Xxxxxx
Xxxxx, Xxx Xxxxxx 00000, and Xxxxxx X. Xxxxxx ("Xxxxxx"), who now resides at 0
Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000.
IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT,
IT IS AGREED that:
1. Xxxxxx X. Xxxxxx, who now holds the position of Executive Vice
President and Chief Financial Officer with the Bank, has requested and been
granted separation and will, pursuant to that choice, retire effective on or
before December 31, 1996. Xxxxxx waives any and all entitlement to future
employment by the Bank, or any of its present or future affiliates, in any
capacity whatsoever.
2. Upon his retirement, Xxxxxx will receive severance pay (which shall
be deemed to include all accrued vacation pay) until he shall have attained the
age of sixty-five as of July 31, 1997, in the amount of $87,370 (less normal
payroll deductions), payable on a bi-weekly basis over a twelve-month period
beginning January 1, 1997 (i.e., 26 payments of $3,360.38 every two weeks).
3. In lieu of continued medical and dental insurance coverage during
the period beginning with his separation and ending on July 31, 1997, the Bank
will pay Xxxxxx an amount equal to the cost of premium payments that it would
make on his behalf for such coverage had he remained with the Bank until July
31, 1997. Such payments shall be on a bi-weekly basis (i.e., 15 payments of
$92.94). All benefits shall cease effective upon the date of Xxxxxx'x
retirement.
4. The Bank will credit Xxxxxx with 1,000 hours' service under its
pension plan for the year 1997.
5. Xxxxxx shall be permitted to purchase the Bank vehicle being used
by him at the Bank's depreciated carrying value which, as of December 31, 1996,
is $13,035.28.
6. Xxxxxx hereby waives any and all rights which he may have to an
incentive bonus for the year 1997. Disposition of Xxxxxx'x stock options shall
be determined under the terms of the Bank's Stock Option Plan of 1989. Any
restricted stock currently held by Xxxxxx, including stock he may receive as a
1996 bonus, shall be deemed non-forfeitable despite any provision of the plan to
the contrary. Xxxxxx'x entitlements under the Interchange Deferred Compensation
Plan for Xxxxxx X. Xxxxxx shall be determined under the provisions of that plan,
except that he shall also receive a contribution to the Plan of $10,000 for the
year 1997. All rights and obligations arising from a "change in control"
agreement entered into between Xxxxxx and Interchange Financial Services
Corporation dated June 8, 1995, shall terminate upon his retirement, and such
agreement shall upon that date become null and void and unenforceable. However,
in the event that in the calendar year of 1997 the corporation enters into a
definitive agreement to be acquired, that upon the effective date of
acquisition, Xxxxxx will be entitled to an additional payment of $147,000 which
equals one year full salary.
7. Xxxxxx agrees forthwith to:
(a) sign the attached Release, by which he waives and releases the
Bank and the others identified therein from all claims relating to or arising
out of his employment with the Bank, particularly any and all claims of
employment discrimination under the Age Discrimination in Employment Act, Title
VII of the Civil Rights and/or the New Jersey Law Against Discrimination, the
Americans With Disabilities Act, the Conscientious Employee Act, all claims of
wrongful or unlawful termination, claims of breach of contract, express or
implied, all claims growing out of any restriction upon the Bank to terminate
the employment relationship, and such other claims cited therein which he may
have against the Bank or such other persons or entities recited therein. He
expressly agrees and acknowledges that this Agreement and the Release
contemplate the extinguishment of all such claims.
(b) If Xxxxxx executes this Agreement at any time prior to the end of
the twenty-one (21) day period that Interchange gives Xxxxxx in which to
consider this Agreement, such early execution is a knowing and voluntary waiver
of Xxxxxx'x right to consider this Agreement for at least twenty-one (21) days,
and is due to Xxxxxx'x belief that Xxxxxx had ample time in which to consider
and understand this Agreement, and in which to review this Agreement with an
attorney.
8. The parties expressly agree that execution of this Agreement shall
constitute an absolute bar to any legal action in any forum, judicial,
administrative or arbitral, by Xxxxxx against the Bank or any of its present or
future affiliates, or any other party identified as a releasee in the Release
relating to any matter covered by the terms of the Release.
9. Xxxxxx (and his attorneys if he consults counsel in connection with
this Agreement) agree that Xxxxxx will keep confidential and not disclose to any
person or entity (except Xxxxxx'x spouse and children) the facts and terms of
this Agreement or the content of discussions leading to this Agreement except to
the extent necessary to comply with state or federal laws and that he will not
issue, or cooperate with or permit the issuance of, any public release
concerning this Agreement or discussions regarding this Agreement. It is
expressly agreed and understood that any violation of this paragraph, including
disclosure by Xxxxxx'x spouse, children or attorney of the matters covered
herein, shall be a material breach of the parties' agreement.
10. Xxxxxx also agrees that all confidential information which he
acquired in his capacity as Executive Vice President and Chief Financial Officer
of the Bank, and which has not become public knowledge, is considered by the
parties hereto to be confidential business information and may not be disclosed,
discussed or utilized by Xxxxxx in any manner without the prior written
permission of the Bank. Xxxxxx agrees to cooperate fully with the Bank's
management in the handling of all business for which Xxxxxx had responsibility
or has relevant information.
11. Xxxxxx also agrees that he will not, except as may be compelled by
judicial process, cooperate in any manner or supply information of any kind in
any proceeding, investigation or inquiry related in any way to the employment
practices or procedures of the Bank.
12. In the event of a breach of this Agreement by Xxxxxx, the Bank
shall be relieved of its obligations hereunder and shall be entitled to
repayment of all monies paid to Xxxxxx pursuant to this agreement.
13. It is agreed further that should a breach of any provision of this
Agreement occur, the non-breaching party shall be entitled by court of competent
jurisdiction to all available remedies which apply to violations hereof.
14. In the event that the Bank or Xxxxxx is required to commence an
action, in law or equity, to enforce rights under any provision of this
Agreement, the nonprevailing party shall be liable for the reasonable attorney's
fees and costs incurred by the other in connection with such action.
15. It is agreed and understood that neither the execution of this
Agreement nor any other action taken by the Bank in connection with this
Agreement constitutes an admission by the Bank, or any of its directors,
officers, agents, employees or representatives, of any acts of discrimination
whatsoever against Xxxxxx, or of any violation of any law, duty or obligation,
and the Bank specifically disclaims any liability to or discrimination against
Xxxxxx, on the part of itself, its directors, officers, agents, employees or
representatives. The parties have entered into this Agreement voluntarily and
solely to effectuate Xxxxxx'x decision to retire from the Bank.
16. This Agreement contains the entire Agreement of the parties and
cannot be altered or amended except in writing duly executed by the parties or
their authorized representatives.
17. This Agreement shall be interpreted and enforced in accordance with
the laws and in the courts of the State of New Jersey. If any part of this
Agreement shall be ruled unenforceable, it is understood that the surviving
portions of this Agreement shall remain binding on the parties.
18. This Agreement shall be binding upon the parties, their heirs,
successors and assigns. The Bank shall require the assumption of this Agreement
by any purchaser of the Bank during its term.
The foregoing terms and provisions are hereby agreed to and accepted:
Dated: 1/24/97
s/s Xxxxxx X. Xxxxxx --------------
--------------------
Xxxxxx X. Xxxxxx
Sworn and subscribed to before me this 24 day of January, 1997.
s/s Xxxxxxxx Xxxxx
------------------
Notary Public
For Interchange State Bank
By: s/s Xxxxxxx X. Xxxxxx Dated: 1/27/97
--------------------- ---------------
Title: President & CEO
[SEAL]
For Interchange Financial Services Corp.
By: s/s Xxxxxxx X. Xxxxxx Dated: 1/27/97
--------------------- --------------
Title: President & Ceo
[SEAL]
GENERAL RELEASE AND WAIVER
In consideration of the special severance payments and benefits by
Interchange State Bank, which payment/benefits are over and above those payments
and/or benefits to which I am otherwise entitled under Interchange State Bank
and Interchange Finanical Service Corp.'s regular policies and programs, I
release and discharge Interchange State Bank, Interchange Financial Services
Corp. and all their present or future affiliated, related and subsidiary
corporations and their present, former and future directors, officers, employees
and representatives and the estates and/or heirs thereof from any and all claims
which I, my estate and/or heirs may have against any of them. This releases all
claims, known and unknown, which were or could have been asserted, resulting
from anything which has happened up to now, including claims for attorney's
fees. I hereby promise not to commence or pursue, or authorize anyone to
commence or pursue on my behalf, any action, legal or administrative, or
otherwise seek to recover any damages, remedy or relief of any kind from any
releasee based upon any claim covered by this General Release and Waiver.
Without limiting the scope of the foregoing provisions in any way, I
specifically release all claims relating to or arising out of any aspect of my
employment with Interchange State Bank and/or Interchange Financial Services
Corp. or the termination thereof including, but not limited to, all claims under
common law; the Age Discrimination in Employment Act and specifically 29 U.S.C.
ss.626; Title VII of the Civil Rights Act of 1964, as amended; 42 U.S.C.
ss.1981, as amended by the Civil Rights Act of 1991; the Employee Retirement
Income Security Act of 1974 ("ERISA"), 29 U.S.C. 1001, et seq.; the National
Labor Relations Act, 29 U.S.C. 151 et seq.; the Americans With Disabilities Act
of 1990, 29 U.S.C. 706 et seq.; the New Jersey Law Against Discrimination,
N.J.S.A. 10:5-1 et seq.; the New Jersey Conscientious Employee Protection Act,
N.J.S.A. 34:19-1 et seq.; any contract of employment, express or implied; any
provision of the Constitutions of the United States or the State of New Jersey;
and any other law, common or statutory, of the United States or the State of New
Jersey or any other State; and all claims growing out of any legal restrictions
on the Interchange State Bank's right to terminate its employees.
s/s Xxxxxx X. Xxxxxx Dated: 1/27/97
--------------------------
Signature
Xxxxxx X. Xxxxxx
------------------------------
Name (Please Print)
ACKNOWLEDGMENT
I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE TERMS AND CONDITIONS OF
THIS RELEASE. I ACKNOWLEDGE THAT THIS RELEASE WAS AVAILABLE TO ME FOR REVIEW FOR
21 DAYS BEGINNING DECEMBER 16, 1996. I ACKNOWLEDGE THAT I HAD THE OPPORTUNITY
AND WAS ADVISED BY INTERCHANGE STATE BANK AND INTERCHANGE FINANCIAL SERVICES
CORP. TO REVIEW THIS RELEASE WITH MY ATTORNEY AND/OR ANYONE ELSE OF MY CHOOSING,
AND TO DISCUSS WITH SUCH PERSON THE TERMS AND CONDITIONS OF THIS RELEASE AND MY
RIGHTS UPON EXECUTION. I AGREE AND ACKNOWLEDGE THAT NEITHER INTERCHANGE STATE
BANK NOR INTERCHANGE FINANCIAL SERVICES CORP. NOR THEIR REPRESENTATIVES MADE ANY
REPRESENTATIONS CONCERNING THE TERMS OR EFFECT OF THIS RELEASE OTHER THAN AS SET
FORTH IN THE DOCUMENT, AND THAT I HAVE VOLUNTARILY SIGNED THIS RELEASE AS MY OWN
FREE ACT WITH FULL KNOWLEDGE OF ITS TERMS AND CONDITIONS, WHICH ARE FINAL AND
BINDING UPON ME.
I UNDERSTAND THAT FOR A PERIOD OF 7 DAYS FOLLOWING THE SIGNING OF THIS
RELEASE I MAY REVOKE THE RELEASE, AND THAT THIS RELEASE WILL NOT BE EFFECTIVE OR
ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED.
Dated: 1/24/97 s/s Xxxxxx X. Xxxxxx
---------------- -------------------------------
Signature
Xxxxxx X. Xxxxxx
---------------------------------
Name (Please Print)
STATE OF NEW JERSEY :
SS.:
COUNTY OF BERGEN :
I CERTIFY THAT on January 24, 0000, Xxxxxx X. Xxxxxx personally came
before me and acknowledged under oath, to my satisfaction, that he is named in
and personally signed this document.
s/s Xxxxxxxx Xxxxx
---------------------------------
Notary Public
