YARDVILLE NATIONAL BANK
SALARY CONTINUATION PLAN FOR THE
BENEFIT OF XXX XXXXXXXXXX
This agreement is made and entered into effective the 31st day of
December, 1994, by and between YARDVILLE NATIONAL BANK, a corporation organized
and existing under the laws of the state of New Jersey hereinafter called
"Company", and XXX XXXXXXXXXX, hereinafter called "Executive."
WITNESSETH:
WHEREAS, the Executive has been in the employ of the Company for one
(1) years and is now serving the Company as Chairman of the Board; and
WHEREAS, the services of the Executive have been an invaluable
contribution to the prior success of the Company; and
WHEREAS, the Company wishes to retain the services of the Executive to
insure the continued success and future growth of the Company; and
WHEREAS, the Executive is willing to continue in the employ of the
Company provided the Company agrees to provide certain benefits in accordance
with the terms and conditions hereinafter set forth:
NOW THEREFORE the parties agree as follows:
ARTICLE ONE
Employment. The Company will employ the Executive as Chairman of the Board of
Directors or in such other positions as may be determined from time to time by
the Company and at such rate of compensation as may be so determined. The
Executive will devote his full energy, skill and best efforts to the affairs of
the Company on a substantially full-time basis. It is contemplated that such
employment will continue until the Executive's normal retirement date upon the
attainment of age 70 which date is March 27, 2005
ARTICLE TWO
Retirement. If the Executive shall continue in the employment of the Company
until his normal retirement date he may retire on his normal retirement date. If
he shall become disabled (as defined under Article Three) prior to his normal
retirement date, and if such disability continues to his normal retirement date,
he will be considered to have retired on his normal retirement date. In such
event, commencing with the first month following his normal retirement date, the
Company will pay the Executive fifty percent (50%) of his final annual salary on
a monthly basis for a period of at least 180 months or for his life, if longer.
If the Executive so retires, but dies before receiving 180 monthly payments, the
Company shall continue to make such payments to such individual or individuals
as the Executive may have designated in writing and filed with the Company until
180 payments have been made. In the absence of any effective designation by the
Executive, any amounts becoming due and payable upon the death of the Executive
shall be paid to his executor or administrator.
ARTICLE THREE
Disability. If, while employed by the Company, the Executive becomes totally
disabled and his employment terminates, the Company will continue to pay the
Executive for six months. Thereafter, if the Executive remains disabled, the
Company will continue to pay the Executive's final salary to the Executive in
equal monthly installments until the Executive attains age seventy (70) . Any
amount paid by the Company pursuant to the preceding sentence will be reduced on
a dollar-for-dollar basis by any payment received by the Executive under the
Company's long term disability insurance policies. Upon attaining his normal
retirement date, the Company will pay to the Executive an amount equal to the
retirement benefit that would have been paid under the terms of this Plan had
the Executive continued his employment until his retirement at his then current
salary. For purposes of this Agreement, "disability" shall mean the inability of
the Executive to engage in his position with the Company, as it exists at the
date that this Agreement becomes effective, for a period of at least six (6)
months, by reason of any medically determinable physical or mental impairment
which can be expected to result in death or be of long continued and indefinite
duration.
ARTICLE FOUR
Termination of Employment and Change of Control. (a) (1) Subject to
subparagraph (2) of this paragraph (a), if the Executive terminates his
employment with the Company or if the Company terminates the Executive's
employment for any reason other than disability or prior to the Executive's
normal retirement date, the Company will pay the Executive monthly, commencing
with the first month after the Executive's normal retirement date and continuing
for 180 months thereafter, an amount calculated by multiplying the amount
payable at normal retirement specified in Article Two by a fraction the
numerator of which is the number of full years between the date of this
agreement and the date of termination of the Executive's employment and the
denominator of which is the number of full years between the date of this
agreement and the Executive's normal retirement date.
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(2) If the Company terminates the Executive's employment because the
Executive has committed an act which exposes the Company to economic harm or
damages the reputation or good will of the Company, then any payment otherwise
due to the Executive under this Agreement shall be forfeited.
(b) In the event that a change in control of the Company has occurred
(which shall be deemed to have occurred if a company or individual that is not
currently a shareholder acquires at least forty percent [40%] of the Company),
and if the Executive either resigns his position with the Company or if his
employment is terminated for any reason, which termination shall be deemed to
have occurred if the Executive's responsibilities are diminished or assumed by
another individual, then the Executive shall be entitled to receive the amount
payable at normal retirement as provided for under Article Two without reduction
for the period of employment that ended prior to his normal retirement date.
ARTICLE FIVE
Death. If the Executive dies before his normal retirement date, (but either
before or after his termination of employment), commencing with the first month
following death and continuing for 180 months thereafter, the Company shall pay
the Executive's named beneficiary (designated in Article Seven of this agreement
and hereinafter referred to as the Beneficiary) a monthly amount equal to the
amount the Company would have paid the Executive had he lived to his normal
retirement date, which, in the case of death during employment or after
termination resulting from disability, shall be the amount specified in Article
Two and, which in the case of death after termination of employment for reasons
other than disability, shall be the amount determined pursuant to Article Five.
ARTICLE SIX
Small amounts. In the event the amount of any monthly payments provided herein
shall be less than $100.00, the Company in its sole discretion may, in lieu
thereof, pay the commuted value of such payments to the person entitled to
receive such payments.
ARTICLE SEVEN
Beneficiary. The Beneficiary of any payments to be made after the Executive's
death, shall be the spouse of XXX XXXXXXXXXX or such other person or persons as
XXX XXXXXXXXXX shall designate in writing to the Company. If no beneficiary
shall survive the Executive, any such payments shall be made to the Executive's
estate.
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ARTICLE EIGHT
Source of payments. The Executive, the Beneficiary and any other person or
persons having or claiming a right to payments hereunder or to any interest in
this Agreement shall rely solely on the unsecured promise of the Company set
forth herein, and nothing in this agreement shall be construed to give the
Executive, the Beneficiary or any other person or persons any right, title,
interest or claim in or to any specific asset, fund, reserve, account or
property of any kind whatsoever owned by the company or in which it may have any
right, title or interest now or in the future. The Executive or his Beneficiary
or successor shall have the right to enforce his claim against the Company in
the same manner as any Unsecured creditor.
ARTICLE NINE
Insurance. If the Company shall elect to purchase a life insurance contract to
provide the Company with funds to make payments hereunder, the Company shall at
all times be the sole and complete owner and beneficiary of such contract and
shall have the unrestricted right to use all amounts and exercise all options
and privileges thereunder without the knowledge or consent of the Executive or
the Beneficiary or any other person, it being expressly agreed that neither the
Executive nor the Beneficiary nor any other person shall have any right, title
or interest whatsoever in or to any such contract. If the Company purchases a
life insurance contract on the life of the Executive, the Executive agrees to
sign any papers that may be required for that purpose and to undergo any medical
examination or tests which may be necessary.
This article shall not be construed as giving the Executive or the Beneficiary
any greater rights than those of any other unsecured creditor of the Company.
ARTICLE TEN
Amendment. This agreement may be amended at any time or from time to time by
written agreement of the parties.
ARTICLE ELEVEN
Assignment. Neither the Executive, nor the Beneficiary, nor any other person
entitled to payment hereunder shall have the power to transfer, assign,
anticipate, mortgage or otherwise encumber in advance any of such payments, nor
shall such payments be subject to seizure for the payment of public or private
debts, judgments, alimony or separate maintenance; or be transferable by
operation of law in the event of bankruptcy, insolvency or otherwise.
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ARTICLE TWELVE
Binding effect. This agreement shall be binding upon the parties, their heirs,
executors, administrators, successors and assigns. The Company agrees that it
will not be a party to any merger, consolidation or reorganization, unless and
until its obligations hereunder shall be expressly assumed by its successor or
successors.
This agreement shall not be deemed to constitute a contract of employment
between the parties hereto, nor shall any provision hereof restrict the right of
the Company to discharge the Executive or restrict the right of the Executive to
terminate his employment.
IN WITNESS WHEREOF the parties have executed this agreement this 31st day of
December, 1994.
/s/ Xxx Xxxxxxxxxx /s/ Xxxxxxx X. Xxxx Pres/CEO
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XXX XXXXXXXXXX YARDVILLE NATIONAL BANK
By
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Attest /s/
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