EMPLOYMENT CONTRACT
This AGREEMENT is made effective as of this thirty-first day of
January, 1999 by and between THE YARDVILLE NATIONAL BANK (the "Bank"), a
corporation organized under the laws of the State of New Jersey, and Xxxxxxx X.
Xxxxxxxx (the "Officer").
RECITALS
WHEREAS, the Bank desires to employ and retain the services of the Officer
for the period provided in this Agreement; and
WHEREAS, Officer is willing to serve in the employ of the Bank on a
full-time basis for said period;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereto
agree as follows:
1. POSITION AND RESPONSIBILITIES.
During the period of his employment hereunder, the Officer shall serve as
Senior Vice President & Chief Technology Officer of The Yardville National Bank
(the "Bank") reporting to the Executive Vice President and Chief Financial
Officer.
2. TERMS AND DUTIES.
(a) The period of the Officer's employment agreement shall commence as of
January 31, 1999 and shall continue for a period of twelve (12) full calendar
months thereafter unless terminated by the Bank on account of death, disability
or cause (as Herein defined). This Agreement is subject to approval, for
continuation, by the President/CEO, and the Board of Directors of Yardville
National Bank, at the conclusion of each contract period. Renewals shall be on
the same terms and conditions as set forth herein, except for such modification
of compensation and benefits as may hereafter be agreed upon between the parties
hereto from time to time.
(b) During the period of employment, the Officer shall devote full time and
attention to such employment and shall perform such duties as are customarily
and appropriately vested in the Senior Vice President and Chief Technology
Officer of a commercial bank.
3. DEFINITIONS
For purposes of the Agreement,
(a) "Cause means any of the following:
(i) the willful commission of an act that causes that probably will
cause substantial economic damage to the Bank or substantial
injury to the Bank's business reputation; or,
(ii) the commission of an act of fraud in the performance of the
Officer's duties; or
(iii) a continuing willful failure to perform the duties of the
Officer's position with the Bank; or
(iv) the order of a bank regulatory agency or court requiring the
termination of the Officer's employment.
(b) "Change in Control" means any of the following:
(i) the acquisition by any person or group acting in the concert of
beneficial ownership of forty percent (40%) or more of any class
of equity security of the Bank or the Bank's Holding Company, or
(ii) the approval by the Board, and appropriate regulatory
authorities of the sale of all or substantially all of
the assets of the Bank or Holding Company, or
(iii) the approval by the Board and appropriate regulatory authorities
of any merger, consolidation, issuance of securities or purchase
of assets, the result of which would be the occurrence of an
event described in clause (i) or (ii) above.
(c) "Disability" means a mental or physical illness or condition rendering
the Officer incapable of performing his normal duties for the Bank.
(d) "Willfulness" means an act or failure to act done not in good faith
and without reasonable belief that the action or omission was in the
best interest of the Bank.
4. COMPENSATION AND REIMBURSEMENT
(a) During the period of employment the Bank shall pay the Officer an
annual salary of not less than $81,159.00, which salary shall be paid in
bi-weekly installments. Such salary shall be reviewed by the Board or a duly
appointed committee thereof at least annually and any adjustments in the amount
of salary on said review shall be fixed by the Board from time to time.
5. TERMINATION FOR CAUSE
(a) The Officer shall not have the right to receive compensation or other
benefits provided hereunder for any period after termination for Cause, except
to the extent that Officer may be legally entitled to participate by virtue of
COBRA or any other State or Federal Law concerning employee rights to benefits
upon termination.
6. TERMINATION BY THE OFFICER
(a) In the event of the Officer's voluntary termination, the Officer shall
not have the right to receive compensation or benefits as provided hereunder
after such date of termination, except to the extend that the Officer may be
legally entitled to participate by virtue of COBRA or any other State of Federal
Law concerning employee rights to benefits upon termination.
7. CHANGE OF CONTROL
(a) In the event that within three (3) years after a Change in Control (as
herein defined), the Officer's employment is terminated by the Bank, other than
for death, disability or cause, the Officer shall be entitled to receive
eighteen (18) months salary at the annual salary currently being paid, which
payment shall be made in a lump sum promptly after the occurrence of such
termination.
8. GOVERNING LAW
This Agreement and other obligations of the parties hereto shall be
interpreted, construed and enforced in accordance with the laws of the State of
New Jersey.
9. ENTIRE AGREEMENT
This instrument contains the entire agreement of the parties. It may not be
changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change modification, extension or discharge is
sought.
IN WITNESS WHEREOF, the parties have hereto executed this Agreement on the
____31st_____day of ____January______,1999.
ATTEST: Yardville National Bank
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President/CEO
WITNESS
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Individually
