AGREEMENT
EXHIBIT
10.1
AGREEMENT
This
Agreement is made and entered into as of the 5th day of January, 2006, by and
between SOUTHERN CONNECTICUT BANCORP, INC. having a principal place of business
in New Haven, Connecticut (hereinafter referred to as the “Company”) and Xxxxxxx
X. Xxxxx, residing in Rocky Hill, Connecticut (hereinafter referred to as the
“Employee”).
W
I T N E
S S E T H
WHEREAS,
the Employee is employed as an employee-at-will by the Company as the Senior
Vice President and Chief Financial Officer of the Company and of its
wholly-owned subsidiary The Bank of Southern Connecticut (the “Bank”);
and
WHEREAS,
the parties have agreed to provide certain benefits to the Employee upon a
change in control of the Company as specified below;
NOW,
THEREFORE, in consideration of the promises and the mutual covenants herein
contained, the parties hereto, intending to be legally bound, do hereby mutually
covenant and agree as follows:
1.
Change
in Control.
If, as
the result of a “Business Combination”, the Employee incurs an “Adverse
Employment Event”, the Employee shall be paid a lump sum payment of an amount
equal to two times her base annual compensation immediately before the Business
Combination. An “Adverse Employment Event” for the purposes of this Agreement
shall be deemed to occur if (i) the Employee’s position as Senior Vice President
and Chief Financial Officer at both the Company and the Bank shall end, or
(ii)
the Employee’s responsibilities at both the Company and the Bank shall be
significantly reduced.
A
“Business Combination” for the purposes of this Agreement shall be defined as
the sale by the Company of all or substantially all of its assets, the
acquisition of fifty-one (51%) of the Company’s outstanding voting stock, or the
merger of the Company with another corporation as a result of which the Company
is not the surviving entity.
2.
Successors
and Assigns.
The
rights and obligations of the Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the Company,
including, without limitation, any corporation, individual or any person or
entity which may acquire all or substantially all of the assets and business
of
the Company, or of any division of the Company for which the Employee has
primarily management responsibility, or with or into which the Company may
be
consolidated or merged or any surviving corporation in any merger involving
the
Company.
3.
Arbitration.
Any
dispute which may arise between the parties hereto shall be submitted to binding
arbitration in accordance with the Rules of the American Arbitration Association
providing that such dispute shall first be submitted to the Company’s Board of
Directors in an effort to resolve such dispute without resort to arbitration.
In
any dispute which is submitted to arbitration, the arbitration costs and
attorney’s fees of the prevailing party shall be paid by the other party.
4.
Severability.
If any
of the terms or conditions of this Agreement shall be declared void or
unenforceable by any court or administrative body of competent jurisdiction,
such term or condition shall be deemed severable from the remainder of this
Agreement, and the other terms and conditions of this Agreement shall continue
to be valid and enforceable.
5.
Construction.
This
Agreement shall be construed under the laws of the State of Connecticut. Section
headings are for convenience only and shall not be considered a part of the
terms and provisions of this Agreement.
6.
Entire
Agreement.
This
Agreement sets forth the entire agreement between the parties hereto, and fully
supersedes any prior agreements or understandings between the parties. Employee
acknowledges that she has not relied on any representations, promises, or
agreements of any kind made to her in connection with her decision to sign
this
Agreement, except for those set forth in this Agreement.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a
duly
authorized officer and Employee has hereunto set her hand, on the day first
above written.
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SOUTHERN
CONNECTICUT BANCORP, INC.
By:
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
Chairman
and Chief Executive Officer
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EMPLOYEE:
/s/
Xxxxxxx X. Xxxxx
-------------------------------------------------
Xxxxxxx
X. Xxxxx
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