Exhibit 10.1
FORM OF
EMPLOYMENT AGREEMENT
This AGREEMENT (the "Agreement") is made as of , 1997 (the "Effective
Date"), by and between Xxxxxxxx Financial, Inc., a New Hampshire chartered
corporation ("Xxxxxxxx"), The Berlin City Bank, a New Hampshire chartered bank
and wholly owned subsidiary of Xxxxxxxx with its principal offices located in
Berlin, New Hampshire (Xxxxxxxx and The Berlin City Bank shall hereinafter
collectively be referred to as the "Employer"), and Xxxxxxx X. Xxxxxxxx (the
"Executive"). In consideration of the mutual covenants contained in this
Agreement, the Employer and the Executive agree as follows:
1. Employment. The Employer agrees to employ the Executive and the
Executive agrees to be employed by the Employer on the terms and conditions set
forth in this Agreement.
2. Capacity. The Executive shall serve the Employer as Chairman,
President and Chief Executive Officer, subject to election by the Board of
Directors of Xxxxxxxx or The Berlin City Bank, as the case may be (the "Board of
Directors"), and as a member of the Board of Directors, subject to election by
the shareholders of the Employer. The Executive shall also serve the Employer in
such other or additional offices as the Executive may be requested to serve by
the Board of Directors. In such capacity or capacities, the Executive shall
perform such services and duties in connection with the business, affairs and
operations of the Employer as may be assigned or delegated to the Executive from
time to time by or under the authority of the Board of Directors.
3. Term. Subject to the provisions of Section 6, the term of employment
pursuant to this Agreement (the "Term") shall be for three (3) years from the
Effective Date and shall be renewed automatically for periods of one (1) year
commencing at the first anniversary of the Effective Date and on each subsequent
anniversary thereafter, unless either the Executive or the Employer gives
written notice to the other not less than sixty (60) days prior to the date of
any such anniversary of such party's election not to extend the Term.
4. Compensation and Benefits. The regular compensation and benefits
payable to the Executive under this Agreement shall be as follows:
(a) Salary. For all services rendered by the Executive under this
Agreement, the Employer shall pay the Executive a salary (the "Salary")
at the annual rate of ________________________Dollars ($___), subject to
increase from time to time in the discretion of the Board of Directors.
The Salary shall be payable in periodic installments in accordance with
the Employer's usual practice for its senior executives.
(b) Bonus or Similar Incentive Programs. The Executive shall be
entitled to with such terms as may be established in the sole discretion
of the Board of Directors; or
(c) Regular Benefits. The Executive shall also be entitled to
participate in any employee benefit plans, medical insurance plans, life
insurance plans, disability income plans, retirement plans, vacation
plans, expense reimbursement plans and other benefit plans which the
Employer may from time to time have in effect for all or most of its
senior executives. Such participation shall be subject to the terms of
the applicable plan documents, generally applicable policies of the
Employer, applicable law and the discretion of the Board of Directors or
any administrative or other committee provided for in or contemplated by
any such plan. Nothing contained in this Agreement shall be construed to
create any obligation on the part of the Employer to establish any such
plan or to maintain the effectiveness of any such plan which may be in
effect from time to time.
(d) Taxation of Payments and Benefits. The Employer shall undertake
to make deductions, withholdings and tax reports with respect to
payments and benefits under this Agreement to the extent that it
reasonably and in good faith believes that it is required to make such
deductions, withholdings and tax reports. Payments under this Agreement
shall be in amounts net of any such deductions or withholdings. Nothing
in this Agreement shall be construed to require the Employer to make any
payments to compensate the Executive for any adverse tax effect
associated with any payments or benefits or for any deduction or
withholding from any payment or benefit.
(e) Exclusivity of Salary and Benefits. Unless approved by the Board
of Directors, the Executive shall not be entitled to any payments or
benefits other than those provided under this Agreement.
5. Extent of Service. During the Executive's employment under this
Agreement, the Executive shall, subject to the direction and supervision of the
Board of Directors, devote the Executive's, best efforts and business judgment,
skill and knowledge to the advancement of the Employer's interests and to the
discharge of the Executive's duties and responsibilities under this Agreement.
The Executive shall not engage in any other business activity, except as may be
approved by the Board of Directors; provided that nothing in this Agreement
shall be construed as preventing the Executive from:
(a) investing the Executive's assets in any company or other entity
in a manner not prohibited by Section 7(d) and in such form or manner as
shall not require any material activities on the Executive's part in
connection with the operations or affairs of the companies or other
entities in which such investments are made; or
(b) engaging in religious, charitable or other community or
non-profit activities that do not impair the Executive's ability to
fulfill the Executive's duties and responsibilities under this
Agreement; or
(c) continuing to advise and consult regularly the activities of
Xxxxxxxxxxxx & Xxxxxxxx, Inc. in his current positions with the same,
provided that such advice and consultation does not unreasonably
interfere with the performance of the Executive's duties hereunder.
6. Termination and Termination Benefits. Notwithstanding the provisions
of Section 3, the Executive's employment under this Agreement shall terminate
under the following circumstances set forth in this Section 6.
(a) Termination by the Employer for Cause. The Executive's
employment under this Agreement may be terminated for cause without
further liability on the part of the Employer effective immediately upon
a two-thirds (2/3) vote of the Board of Directors and written notice to
the Executive. Only the following shall constitute "cause" for such
termination:
(i) dishonest statements or acts of the Executive with respect
to the business of the Employer or any affiliate of the Employer;
(ii) the commission by or indictment of the Executive for (A) a
felony or (B) any misdemeanor involving moral turpitude, deceit,
dishonesty or fraud ("indictment," for these purposes, meaning an
indictment, probable cause hearing or any other procedure pursuant
to which an initial determination of probable or reasonable cause
with respect to such offense is made);
(iii) material failure to perform to the reasonable satisfaction
of the Board of Directors a substantial portion of the Executive's
duties and responsibilities assigned or delegated under this
Agreement, which failure continues, in the reasonable judgment of
the Board of Directors, for sixty (60) days after written notice
given to the Executive by the Board of Directors;
(iv) gross negligence, willful misconduct or insubordination of
the Executive with respect to the Employer or any affiliate of the
Employer; or
(v) material breach by the Executive of any of the Executive's
obligations under this Agreement.
(b) Termination by the Executive. The Executive's employment under
this Agreement may be terminated by the Executive by written notice to
the Board of Directors at least thirty (30) days prior to such
termination.
(c) Termination by the Employer Without Cause. Subject to the
payment of Termination Benefits pursuant to Section 6(d), the
Executive's employment under this Agreement may be terminated by the
Employer without cause upon written notice to the Executive by a
two-thirds (2/3) vote of the Board of Directors.
(d) Certain Termination Benefits. Unless otherwise specifically
provided in this Agreement or otherwise required by law, all
compensation and benefits payable to the Executive under this Agreement
shall terminate on the date of termination of the Executive's employment
under this Agreement. Notwithstanding the foregoing, in the event of
termination of the Executive's employment with the Employer pursuant to
Section 6(c) above, the Employer shall provide to the Executive the
following termination benefits ("Termination Benefits"):
(i) continuation of the Executive's Salary at the rate then in
effect pursuant to Section 4(a); and
(ii) continuation of group health plan benefits to the extent
authorized by and consistent with 29 U.S.C. ss. 1161 et seq.
(commonly known as "COBRA"), with the cost of the regular premium
for such benefits shared in the same relative proportion by the
Employer and the Executive as in effect on the date of termination.
The Termination Benefits set forth in (i) and (ii) above shall continue
effective until the expiration of the Term; provided that in the event
that the Executive commences any employment or self-employment during
the period during which the Executive is entitled to receive Termination
Benefits (the "Termination Benefits Period"), the remaining amount of
Salary due pursuant to Section 6(d)(i) for the period from the
commencement of such employment (other than in connection with the
activities of Xxxxxxxxxxxx & Xxxxxxxx, Inc.) or self-employment to the
end of the Termination Benefits Period shall be reduced by one-half of
the salary the Executive receives from such employment or
self-employment and, if the Executive receives benefits from such
employment or self-employment comparable to those benefits provided by
the Employer, the payments provided under Section 6(d)(ii) shall cease
effective as of the date of commencement of such employment or
self-employment. The Employer's liability for Salary continuation
pursuant to Section 6(d)(i) shall be reduced by the amount of any
severance pay due or otherwise paid to the Executive pursuant to any
severance pay plan or stay bonus plan of the Employer. Notwithstanding
the foregoing, nothing in this Section 6(d) shall be construed to affect
the Executive's right to receive COBRA continuation entirely at the
Executive's own cost to the extent that the Executive may continue to be
entitled to COBRA continuation after the Executive's right to cost
sharing under Section 6(d)(ii) ceases. The Executive shall be obligated
to give prompt notice of the date of commencement of any employment or
self-employment during the Termination Benefits Period and shall respond
promptly to any reasonable inquiries concerning any employment or
self-employment in which the Executive engages during the Termination
Benefits Period.
(e) Disability. If the Executive shall be disabled so as to be
unable to perform the essential functions of the Executive's then
existing position or positions under this Agreement with or without
reasonable accommodation, the Board of Directors of Xxxxxxxx by a
two-thirds (2/3) vote may remove the Executive from any responsibilities
and/or reassign the Executive to another position with the Employer for
the remainder of the Term or during the period of such disability.
Notwithstanding any such removal or reassignment, the Executive shall
continue to receive the Executive's full Salary (less any disability pay
or sick pay benefits to which the Executive may be entitled under the
Employer's policies) and benefits under Section 4 of this Agreement
(except to the extent that the Executive may be ineligible for one or
more such benefits under applicable plan terms) for a period of time
equal to the lesser of (i) one (1) year; or (ii) the remainder of the
Term. If any question shall arise as to whether during any period the
Executive is disabled so as to be unable to perform the essential
functions of the Executive's then existing position or positions with or
without reasonable accommodation, the Executive may, and at the request
of the Employer shall, submit to the Employer a certification in
reasonable detail by a physician selected by the Employer to whom the
Executive or the Executive's guardian has no reasonable objection as to
whether the Executive is so disabled or how long such disability is
expected to continue, and such certification shall for the purposes of
this Agreement be conclusive of the issue. The Executive shall cooperate
with any reasonable request of the physician in connection with such
certification. If such question shall arise and the Executive shall fail
to submit such certification, the Employer's determination of such issue
shall be binding on the Executive. Nothing in this Section 6(e) shall be
construed to waive the Executive's rights, if any, under existing law
including, without limitation, the Family and Medical Leave Act of 1993,
29 U.S.C. ss.2601 et seq. and the Americans with Disabilities Act, 42
U.S.C. ss.12101 et seq.
(f) Termination Following a Change of Control. If there is a Change
of Control, as defined in Section 6(f)(i) below, during the Term, the
provisions of this Section 6(f) shall apply and shall continue to apply
throughout the remainder of the term of this Agreement. If, within
eighteen (18) months following a Change of Control, the Executive's
employment is terminated by the Employer or the Executive following the
occurrence of any of the events listed in Section 6(f)(ii) below or if
the Executive's employment is terminated without cause (in accordance
with Section 6(c) above), in lieu of any payments under Section 6(d)
above, the Employer shall pay to the Executive (or the Executive's
estate, if applicable) a lump sum amount equal to 2.99 times the
Executive's "base amount" within the meaning of Section 280G(b)(3) of
the Internal Revenue Code of 1986, as amended (the "Code").
(i) Change of Control shall mean the occurrence of one or more
of the following events:
(A) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) becomes a "beneficial owner" (as such term is
defined in Rule 13d-3 promulgated under the Exchange Act) (other
than the Employer, any trustee or other fiduciary holding
securities under an employee benefit plan of the Employer, or
any corporation owned, directly or indirectly, by the
stockholders of the Employer, in substantially the same
proportions as their ownership of stock of Xxxxxxxx), directly
or indirectly, of securities of Xxxxxxxx, representing fifty
percent (50%) or more of the combined voting power of Xxxxxxxx'x
then outstanding securities; or
(B) persons who, as of the Effective Date, constituted
Xxxxxxxx'x Board of Directors (the "Incumbent Board") cease for
any reason including, without limitation, as a result of a
tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority of Xxxxxxxx'x Board of Directors,
provided that any person becoming a director of Xxxxxxxx
subsequent to the Effective Date whose election was approved by
at least a majority of the directors then comprising the
Incumbent Board shall, for purposes of this Section 6(f), be
considered a member of the Incumbent Board; or
(C) the stockholders of Xxxxxxxx approve a merger or
consolidation of Xxxxxxxx with any other corporation or other
entity, other than (1) a merger or consolidation which would
result in the voting securities of Xxxxxxxx outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) more than fifty percent
(50%) of the combined voting power of the voting securities of
Xxxxxxxx or such surviving entity outstanding immediately after
such merger or consolidation or (2) a merger or consolidation
effected to implement a recapitalization of Xxxxxxxx (or similar
transaction) in which no "person" (as hereinabove defined)
acquires more than fifty percent (50%) of the combined voting
power of Xxxxxxxx'x then outstanding securities; or
(D) the stockholders of Xxxxxxxx approve a plan of complete
liquidation of Xxxxxxxx or an agreement for the sale or
disposition by Xxxxxxxx of all or substantially all of
Xxxxxxxx'x assets.
(ii) The events referred to in Section 6(f) above shall be as
follows:
(A) a reduction of the Executive's salary other than a
reduction that (1) is based on the Employer's financial
performance or (2) is similar to the reduction made to the
salaries provided to all or most other senior executives of the
Employer; or
(B) a significant change in the Executive's responsibilities
and/or duties which constitutes, when compared to the
Executive's responsibilities and/or duties before the Change of
Control, a demotion; or
(C) a material loss of title or office; or
(D) the relocation of the offices at which the Executive is
principally employed as of the Change of Control to a location
more than fifty (50) miles from such offices, which relocation
is not approved by the Executive.
(iii) The Executive shall provide the Employer with reasonable
notice and an opportunity to cure any of the events listed in
Section 6(f)(ii) and shall not be entitled to compensation pursuant
to this Section 6(f) unless the Employer fails to cure within a
reasonable period; and
(iv) It is the intention of the Executive and of the Employer
that no payments by the Employer to or for the benefit of the
Executive under this Agreement or any other agreement or plan, if
any, pursuant to which the Executive is entitled to receive payments
or benefits shall be nondeductible to the Employer by reason of the
operation of Section 280G of the Code relating to parachute payments
or any like statutory or regulatory provision. Accordingly, and
notwithstanding any other provision of this Agreement or any such
agreement or plan, if by reason of the operation of said Section
280G or any like statutory or regulatory provision, any such
payments exceed the amount which can be deducted by the Employer,
such payments shall be reduced to the maximum amount which can be
deducted by the Employer. To the extent that payments exceeding such
maximum deductible amount have been made to or for the benefit of
the Executive, such excess payments shall be refunded to the
Employer with interest thereon at the applicable Federal rate
determined under Section 1274(d) of the Code, compounded annually,
or at such other rate as may be required in order that no such
payments shall be nondeductible to the Employer by reason of the
operation of said Section 280G or any like statutory or regulatory
provision. To the extent that there is more than one method of
reducing the payments to bring them within the limitations of said
Section 280G or any like statutory or regulatory provision, the
Executive shall determine which method shall be followed, provided
that if the Executive fails to make such determination within
forty-five (45) days after the Employer has given notice of the need
for such reduction, the Employer may determine the method of such
reduction in its sole discretion.
7. Confidential Information, Noncompetition and Cooperation.
(a) Confidential Information. As used in this Agreement,
"Confidential Information" means information belonging to the Employer
which is of value to the Employer in the course of conducting its
business and the disclosure of which could result in a competitive or
other disadvantage to the Employer. Confidential Information includes,
without limitation, financial information, reports, and forecasts;
inventions, improvements and other intellectual property; trade secrets;
know-how; designs, processes or formulae; software; market or sales
information or plans; customer lists; and business plans, prospects and
opportunities (such as possible acquisitions or dispositions of
businesses or facilities) which have been discussed or considered by the
management of the Employer. Confidential Information includes
information developed by the Executive in the course of the Executive's
employment by the Employer, as well as other information to which the
Executive may have access in connection with the Executive's employment.
Confidential Information also includes the confidential information of
others with which the Employer has a business relationship.
Notwithstanding the foregoing, Confidential Information does not include
information in the public domain, unless due to breach of the
Executive's duties under Section 7(b).
(b) Confidentiality. The Executive understands and agrees that the
Executive's employment creates a relationship of confidence and trust
between the Executive and the Employer with respect to all Confidential
Information. At all times, both during the Executive's employment with
the Employer and after its termination, the Executive will keep in
confidence and trust all such Confidential Information, and will not use
or disclose any such Confidential Information without the written
consent of the Employer, except as may be necessary in the ordinary
course of performing the Executive's duties to the Employer.
(c) Documents, Records, etc. All documents, records, data,
apparatus, equipment and other physical property, whether or not
pertaining to Confidential Information, which are furnished to the
Executive by the Employer or are produced by the Executive in connection
with the Executive's employment will be and remain the sole property of
the Employer. The Executive will return to the Employer all such
materials and property as and when requested by the Employer. In any
event, the Executive will return all such materials and property
immediately upon termination of the Executive's employment for any
reason. The Executive will not retain with the Executive any such
material or property or any copies thereof after such termination.
(d) Noncompetition and Nonsolicitation. During the Term and for one
(1) year thereafter (or during the Termination Benefits Period, if
longer), the Executive (i) will not, directly or indirectly, whether as
owner, partner, shareholder, consultant, agent, employee, co-venturer or
otherwise, engage, participate, assist or invest in any Competing
Business (as hereinafter defined); (ii) will refrain from directly or
indirectly employing, attempting to employ, recruiting or otherwise
soliciting, inducing or influencing any person to leave employment with
the Employer (other than terminations of employment of subordinate
employees undertaken in the course of the Executive's employment with
the Employer); and (iii) will refrain from soliciting or encouraging any
customer or supplier to terminate or otherwise modify adversely its
business relationship with the Employer; provided, however, that the
foregoing one-year restriction shall not apply in the event the
Executive's employment under this Agreement is terminated pursuant to
Section 6(c) hereof. The Executive understands that the restrictions set
forth in this Section 7(d) are intended to protect the Employer's
interest in its Confidential Information and established employee,
customer and supplier relationships and goodwill, and agrees that such
restrictions are reasonable and appropriate for this purpose. For
purposes of this Agreement, the term "Competing Business" shall mean a
business (other than Xxxxxxxxxxxx & Xxxxxxxx, Inc.) conducted anywhere
in the State of New Hampshire which is competitive with any business
which the Employer or any of its affiliates conducts or proposes to
conduct at any time during the employment of the Executive.
Notwithstanding the foregoing, the Executive may own up to one percent
(1%) of the outstanding stock of a publicly held corporation which
constitutes or is affiliated with a Competing Business.
(e) Third-Party Agreements and Rights. The Executive hereby confirms
that the Executive is not bound by the terms of any agreement with any
previous employer or other party which restricts in any way the
Executive's use or disclosure of information or the Executive's
engagement in any business. The Executive represents to the Employer
that the Executive's execution of this Agreement, the Executive's
employment with the Employer and the performance of the Executive's
proposed duties for the Employer will not violate any obligations the
Executive may have to any such previous employer or other party. In the
Executive's work for the Employer, the Executive will not disclose or
make use of any information in violation of any agreements with or
rights of any such previous employer or other party, and the Executive
will not bring to the premises of the Employer any copies or other
tangible embodiments of non-public information belonging to or obtained
from any such previous employment or other party.
(f) Litigation and Regulatory Cooperation. During and after the
Executive's employment, the Executive shall cooperate fully with the
Employer in the defense or prosecution of any claims or actions now in
existence or which may be brought in the future against or on behalf of
the Employer which relate to events or occurrences that transpired while
the Executive was employed by the Employer. The Executive's full
cooperation in connection with such claims or actions shall include, but
not be limited to, being available to meet with counsel to prepare for
discovery or trial and to act as a witness on behalf of the Employer at
mutually convenient times. During and after the Executive's employment,
the Executive also shall cooperate fully with the Employer in connection
with any investigation or review of any federal, state or local
regulatory authority as any such investigation or review relates to
events or occurrences that transpired while the Executive was employed
by the Employer. The Employer shall reimburse the Executive for any
reasonable out-of-pocket expenses incurred in connection with the
Executive's performance of obligations pursuant to this Section 7(f).
(g) Injunction. The Executive agrees that it would be difficult to
measure any damages caused to the Employer which might result from any
breach by the Executive of the promises set forth in this Section 7, and
that in any event money damages would be an inadequate remedy for any
such breach. Accordingly, subject to Section 8 of this Agreement, the
Executive agrees that if the Executive breaches, or proposes to breach,
any portion of this Agreement, the Employer shall be entitled, in
addition to all other remedies that it may have, to an injunction or
other appropriate equitable relief to restrain any such breach without
showing or proving any actual damage to the Employer.
8. Arbitration of Disputes. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof or otherwise arising out of the
Executive's employment or the termination of that employment (including, without
limitation, any claims of unlawful employment discrimination whether based on
age or otherwise) shall, to the fullest extent permitted by law, be settled by
arbitration in any forum and form agreed upon by the parties or, in the absence
of such an agreement, under the auspices of the American Arbitration Association
("AAA") in Boston, Massachusetts in accordance with the Employment Dispute
Resolution Rules of the AAA, including, but not limited to, the rules and
procedures applicable to the selection of arbitrators, except that the
arbitrator shall apply the law as established by decisions of the U.S. Supreme
Court, the Court of Appeals for the First Circuit and the U.S. District Court
for the District of New Hampshire in deciding the merits of claims and defenses
under federal law or any state or federal anti-discrimination law, and any
awards to the Executive for violation of any anti-discrimination law shall not
exceed the maximum award to which the Executive could be entitled under the
applicable (or most analogous) federal anti-discrimination or civil rights laws.
In the event that any person or entity other than the Executive or the Employer
may be a party with regard to any such controversy or claim, such controversy or
claim shall be submitted to arbitration subject to such other person or entity's
agreement. Judgment upon the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. This Section 8 shall be specifically
enforceable. Notwithstanding the foregoing, this Section 8 shall not preclude
either party from pursuing a court action for the sole purpose of obtaining a
temporary restraining order or a preliminary injunction in circumstances in
which such relief is appropriate; provided that any other relief shall be
pursued through an arbitration proceeding pursuant to this Section 8.
9. Consent to Jurisdiction. To the extent that any court action is
permitted consistent with or to enforce Section 8 of this Agreement, the parties
hereby consent to the jurisdiction of the Superior Court of the State of New
Hampshire and the United States District Court for the District of New
Hampshire. Accordingly, with respect to any such court action, the Executive (a)
submits to the personal jurisdiction of such courts; (b) consents to service of
process; and (c) waives any other requirement (whether imposed by statute, rule
of court, or otherwise) with respect to personal jurisdiction or service of
process.
10. Integration. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements between the parties with respect to any related subject matter.
11. Assignment; Successors and Assigns, etc. Neither the Employer nor
the Executive may make any assignment of this Agreement or any interest herein,
by operation of law or otherwise, without the prior written consent of the other
party; provided that the Employer may assign its rights under this Agreement
without the consent of the Executive in the event that the Employer shall effect
a reorganization, consolidate with or merge into any other corporation,
partnership, organization or other entity, or transfer all or substantially all
of its properties or assets to any other corporation, partnership, organization
or other entity. This Agreement shall inure to the benefit of and be binding
upon the Employer and the Executive, their respective successors, executors,
administrators, heirs and permitted assigns.
12. Enforceability. If any portion or provision of this Agreement
(including, without limitation, any portion or provision of any section of this
Agreement) shall to any extent be declared illegal or unenforceable by a court
of competent jurisdiction, then the remainder of this Agreement, or the
application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby,
and each portion and provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.
13. Waiver. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of any party to
require the performance of any term or obligation of this Agreement, or the
waiver by any party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.
14. Notices. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by a nationally recognized overnight courier service or by
registered or certified mail, postage prepaid, return receipt requested, to the
Executive at the last address the Executive has filed in writing with the
Employer or, in the case of the Employer, at its main offices, attention of the
Board of Directors, and shall be effective on the date of delivery in person or
by courier or three (3) days after the date mailed.
15. Amendment. This Agreement may be amended or modified only by a
written instrument signed by the Executive and by a duly authorized
representative of the Employer.
16. Governing Law. This is a New Hampshire contract and shall be
construed under and be governed in all respects by the laws of the State of New
Hampshire, without giving effect to the conflict of laws principles of such
State.
17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be taken to be
an original; but such counterparts shall together constitute one and the same
document.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Employer, by its duly authorized officer, and by the
Executive, as of the Effective Date.
XXXXXXXX FINANCIAL, INC.
Attest:
By:
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Title
THE BERLIN CITY BANK
Attest:
By:
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Title
Attest:
By:
Xxxxxxx X. Xxxxxxxx
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Title
