Exhibit 10.3
FORM OF
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), made this ___ day of
________________2002, by and among NEW ENGLAND BANCSHARES, INC., a federally
chartered corporation (the "Company"), ENFIELD FEDERAL SAVINGS AND LOAN
ASSOCIATION, (the "Association"), and XXXXX X'XXXXXX ("Executive").
W I T N E S S E T H
WHEREAS, Executive serves in a position of substantial responsibility;
WHEREAS, the Company and the Association wish to assure the services
of Executive for the period provided in this Agreement; and
WHEREAS, Executive is willing to serve in the employ of the Association
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 hereby agree as follows:
1. Employment. Executive is employed as the President, Chief
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Executive Officer and Chief Financial Officer of the Company and the
Association. Executive shall perform all duties and shall have all powers which
are commonly incident to the offices of President, Chief Executive Officer and
Chief Financial Officer or which, consistent with those offices, are delegated
to him by the Chairman of the Board of Directors of the Association and the
Company. During the term of this Agreement, Executive also agrees to serve, if
elected, as an officer and/or director of any subsidiary of the Company and the
Association and in such capacity will carry out such duties and responsibilities
reasonably appropriate to that office.
2. Location and Facilities. The Executive will be furnished with the
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working facilities and staff customary for executive officers with the title and
duties set forth in Section 1 and as are necessary for him to perform his
duties. The location of such facilities and staff shall be at the principal
administrative offices of the Company and the Association, or at such other site
or sites customary for such offices.
3. Term.
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a. The term of this Agreement shall be (i) the initial term,
consisting of the period commencing on the date of this Agreement
(the "Effective Date") and ending on the third anniversary of the
Effective Date, plus (ii) any and all extensions of the initial
term made pursuant to this Section 3.
b. Commencing on the first year anniversary date of this Agreement,
and continuing on each anniversary thereafter, the disinterested
members of the boards of directors of the Association and the
Company may extend the Agreement an additional year such that the
remaining term of the Agreement shall be thirty-six (36) months,
unless Executive elects not to extend the term of this Agreement
by giving written notice in accordance with Section 19 of this
Agreement. The Board of Directors of the Association (the "Board")
will review the Agreement and Executive's performance annually for
purposes of determining whether to extend the Agreement and the
rationale and results thereof shall be included in the minutes of
the Board's meeting. The Board of Directors of the Association
shall give notice to Executive as soon as possible after such
review as to whether the Agreement is to be extended.
4. Base Compensation.
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a. The Company and the Association agree to pay the Executive during
the term of this Agreement a base salary at the rate of $158,340
per year, payable in accordance with customary payroll practices.
b. The Board shall review annually the rate of the Executive's base
salary based upon factors they deem relevant, and may maintain or
increase his salary, provided that no such action shall reduce the
rate of salary below the rate in effect on the Effective Date.
c. In the absence of action by the Board, the Executive shall
continue to receive salary at the annual rate specified on the
Effective Date or, if another rate has been established under the
provisions of this Section 4, the rate last properly established
by action of the Board under the provisions of this Section 4.
5. Bonuses. The Executive shall be entitled to participate in
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discretionary bonuses or other incentive compensation programs that the Company
and the Association may award from time to time to senior management employees
pursuant to bonus plans or otherwise.
6. Benefit Plans. The Executive shall be entitled to participate in
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such life insurance, medical, dental, pension, profit sharing, retirement and
stock-based compensation plans and other programs and arrangements as may be
approved from time to time by the Company and the Association for the benefit of
their employees.
7. Vacation and Leave.
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a. The Executive shall be entitled to vacations and other leave in
accordance with policy for senior executives, or otherwise as
approved by the Board.
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b. In addition to paid vacations and other leave, the Executive shall
be entitled, without loss of pay, to absent himself voluntarily
from the performance of his employment for such additional periods
of time and for such valid and legitimate reasons as the Board may
in its discretion determine. Further, the Board may grant to the
Executive a leave or leaves of absence, with or without pay, at
such time or times and upon such terms and conditions as the Board
in its discretion may determine.
8. Expense Payments and Reimbursements. The Executive shall be
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reimbursed for all reasonable out-of-pocket business expenses that he shall
incur in connection with his services under this Agreement upon substantiation
of such expenses in accordance with applicable policies of the Company and the
Association.
9. Automobile Allowance. During the term of this Agreement, the
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Executive shall be entitled to an automobile allowance on terms no less
favorable that those in effect immediately prior to the execution of this
Agreement. Executive shall comply with reasonable reporting and expense
limitations on the use of such automobile as may be established by the Company
or the Association from time to time, and the Company or the Association shall
annually include on Executive's Form W-2 any amount of income attributable to
Executive's personal use of such automobile.
10. Loyalty and Confidentiality.
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a. During the term of this Agreement Executive: (i) shall devote all
his time, attention, skill, and efforts to the faithful
performance of his duties hereunder; provided, however, that from
time to time, Executive may serve on the boards of directors of,
and hold any other offices or positions in, companies or
organizations which will not present any conflict of interest with
the Company and the Association or any of their subsidiaries or
affiliates, unfavorably affect the performance of Executive's
duties pursuant to this Agreement, or violate any applicable
statute or regulation and (ii) shall not engage in any business or
activity contrary to the business affairs or interests of the
Company and the Association.
b. Nothing contained in this Agreement shall prevent or limit
Executive's right to invest in the capital stock or other
securities of any business dissimilar from that of the Company and
the Bank, or, solely as a passive, minority investor, in any
business.
c. Executive agrees to maintain the confidentiality of any and
all information concerning the operation or financial status of
the Company and the Association; the names or addresses of any of
its borrowers, depositors and other customers; any information
concerning or obtained from such customers; and any other
information concerning the Company and the Association to which he
may be exposed during the course of his employment. The Executive
further agrees that, unless required by law or specifically
permitted by the Board in writing, he will not disclose to any
person or entity, either during or subsequent to his employment,
any of the above-mentioned
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information which is not generally known to the public, nor shall
he employ such information in any way other than for the benefit
of the Company and the Association.
11. Termination and Termination Pay. Subject to Section 12 of this
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Agreement, Executive's employment under this Agreement may be terminated in the
following circumstances:
a. Death. Executive's employment under this Agreement shall terminate
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upon his death during the term of this Agreement, in which event
Executive's estate shall be entitled to receive the compensation
due to the Executive through the last day of the calendar month in
which his death occurred.
b. Retirement. This Agreement shall be terminated upon Executive's
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retirement under the retirement benefit plan or plans in which he
participates pursuant to Section 6 of this Agreement or otherwise.
c. Disability.
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i. The Board or Executive may terminate Executive's employment
after having determined Executive has a Disability. For
purposes of this Agreement, "Disability" means a physical or
mental infirmity that impairs Executive's ability to
substantially perform his duties under this Agreement and
that results in Executive becoming eligible for long-term
disability benefits under any long-term disability plans of
the Company and the Association (or, if there are no such
plans in effect, that impairs Executive's ability to
substantially perform his duties under this Agreement for a
period of one hundred eighty (180) consecutive days). The
Board shall determine whether or not Executive is and
continues to be permanently disabled for purposes of this
Agreement in good faith, based upon competent medical advice
and other factors that they reasonably believe to be
relevant. As a condition to any benefits, the Board may
require Executive to submit to such physical or mental
evaluations and tests as it deems reasonably appropriate.
ii. In the event of such Disability, Executive's obligation to
perform services under this Agreement will terminate. The
Association will pay Executive, as Disability pay, an amount
equal to one hundred percent (100%) of Executive's bi-weekly
rate of base salary in effect as of the date of his
termination of employment due to Disability. Disability
payments will be made on a monthly basis and will commence on
the first day of the month following the effective date of
Executive's termination of employment for Disability and end
on the earlier of: (A) the date he returns to full-time
employment at the Association in the same capacity as he was
employed prior to his termination for Disability; (B) his
death; or (C) upon attainment of age
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65. Such payments shall be reduced by the amount of any
short- or long-term disability benefits payable to the
Executive under any other disability programs sponsored by
the Company and the Association. In addition, during any
period of Executive's Disability, Executive and his
dependents shall, to the greatest extent possible, continue
to be covered under all benefit plans (including, without
limitation, retirement plans and medical, dental and life
insurance plans) of the Company and the Association, in which
Executive participated prior to his Disability on the same
terms as if Executive were actively employed by the Company
and the Association.
d. Termination for Cause.
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i. The Board may, by written notice to the Executive in the form
and manner specified in this paragraph, immediately terminate
his employment at any time, for "Cause". The Executive shall
have no right to receive compensation or other benefits for
any period after termination for Cause except for vested
benefits. Termination for "Cause" shall mean termination
because of, in the good faith determination of the Board,
Executive's:
(1) Personal dishonesty;
(2) Incompetence;
(3) Willful misconduct;
(4) Breach of fiduciary duty involving personal profit;
(5) Intentional failure to perform duties under this
Agreement;
(6) Willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) that
reflects adversely on the reputation of the Company and
the Association, any felony conviction, any violation
of law involving moral turpitude, or any violation of a
final cease-and-desist order; or
(7) Material breach by Executive of any provision of this
Agreement.
ii. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause by the Company and the
Association unless there shall have been delivered to
Executive a copy of a resolution duly adopted by the
affirmative vote of a majority of the entire membership of
the Board at a meeting of such Board called and held for the
purpose (after reasonable notice to Executive and an
opportunity for Executive to be heard before the
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Board with counsel), of finding that in the good faith
opinion of the Board , Executive was guilty of the conduct
described above and specifying the particulars thereof.
e. Voluntary Termination by Executive. In addition to his other
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rights to terminate under this Agreement, Executive may
voluntarily terminate employment during the term of this Agreement
upon at least sixty (60) days prior written notice to the Board,
in which case Executive shall receive only his compensation,
vested rights and employee benefits up to the date of his
termination.
f. Without Cause or With Good Reason.
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i. In addition to termination pursuant to Sections 11(a) through
11(e) the Board, may, by written notice to Executive,
immediately terminate his employment at any time for a reason
other than Cause (a termination "Without Cause") and
Executive may, by written notice to the Board, immediately
terminate this Agreement at any time within ninety (90) days
following an event constituting "Good Reason" as defined
below (a termination "With Good Reason").
ii. Subject to Section 12 of this Agreement, in the event of
termination under this Section 11(f), Executive shall be
entitled to receive his base salary for the remaining term of
the Agreement paid in one lump sum within ten (10) calendar
days of such termination. Also, in such event, Executive
shall, for the remaining term of the Agreement, receive the
benefits he would have received during the remaining term of
the Agreement under any retirement programs (whether
tax-qualified or non-qualified) in which Executive
participated prior to his termination (with the amount of the
benefits determined by reference to the benefits received by
the Executive or accrued on his behalf under such programs
during the twelve (12) months preceding his termination) and
continue to participate in any benefit plans of the Company
and the Association that provide health (including medical
and dental), life or disability insurance, or similar
coverage upon terms no less favorable than the most favorable
terms provided to senior executives of the Company and the
Association during such period. In the event that the Company
and the Association are unable to provide such coverage by
reason of Executive no longer being an employee, the Company
and the Association shall provide Executive with comparable
coverage on an individual policy basis.
iii. "Good Reason" shall exist if, without Executive's express
written consent, the Company and the Association materially
breach any of their respective
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obligations under this Agreement. Without limitation, such a
material breach shall be deemed to occur upon any of the
following:
(1) A material reduction in Executive's responsibilities or
authority in connection with his employment with the
Company or the Association;
(2) Assignment to Executive of duties of a non-executive
nature or duties for which he is not reasonably
equipped by his skills and experience;
(3) Failure of the Executive to be nominated or renominated
to the Board;
(4) A reduction in salary or benefits contrary to the terms
of this Agreement, or, following a Change in Control as
defined in Section 12 of this Agreement, any reduction
in salary or material reduction in benefits below the
amounts to which he was entitled prior to the Change in
Control;
(5) Termination of incentive and benefit plans, programs or
arrangements, or reduction of Executive's participation
to such an extent as to materially reduce their
aggregate value below their aggregate value as of the
Effective Date;
(6) A requirement that Executive relocate his principal
business office or his principal place of residence
outside of the area consisting of a twenty-five (25)
mile radius from the current main office and any branch
of the Association, or the assignment to Executive of
duties that would reasonably require such a
relocation;or
(7) liquidation or dissolution of the Company or the
Association.
iv. Notwithstanding the foregoing, a reduction or elimination
of the Executive's benefits less than one or more benefit
plans maintained by the Company and the Association as part
of a good faith, overall reduction or elimination of such
plans or plans or benefits thereunder applicably to all
participants in a manner that does not discriminate against
Executive (except as such discrimination may be necessary to
comply with law) shall not constitute an event of Good Reason
or a material breach of this Agreement, provided that
benefits of the type or to the general extent as those
offered under such plans prior to such reduction or
elimination are not available to other officers of the
Company and the Association or any company that controls
either of them
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under a plan or plans in or under which Executive is not
entitled to participate.
g. Continuing Covenant Not to Compete or Interfere with
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Relationships. Regardless of anything herein to the contrary, following a
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termination by the Company and the Association or Executive pursuant to Section
11(f):
i. Executive's obligations under Section 10(c) of this
Agreement will continue in effect; and
ii. During the period ending on the first anniversary of
such termination, the Executive shall not serve as an
officer, director or employee of any bank holding
company, bank, savings association, savings and loan
holding company, or mortgage company (any of which, a
"Financial Institution") which Financial Institution
offers products or services competing with those offered
by the Association from any office within fifty (50)
miles from the main office or any branch of the
Association and shall not interfere with the
relationship of the Company and the Association and any
of its employees, agents, or representatives.
12. Termination in Connection with a Change in Control.
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a. For purposes of this Agreement, a "Change in Control" shall
be deemed to occur on the earliest of:
(i) such time as any "person" (as the term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended ("Exchange Act")) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of voting
securities of the Company representing 20% or more of
the Association's outstanding voting securities or the
right to acquire such securities, except for any voting
securities purchased by any employee benefit plan of the
Association;
(ii) such time as individuals who constitute the Board of
Directors on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director
subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the
directors constituting the Incumbent Board (or members
who were nominated by the Incumbent Board), or whose
nomination for election by the Association's
stockholders was approved by a Nominating Committee
solely composed of members which are Incumbent Board
members (or members nominated by the Incumbent Board),
shall be, for
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purposes of this clause (iii), considered as though he or she
were a member of the Incumbent Board;
(iii) such time as a reorganization, merger, consolidation, or
similar transaction occurs or is effectuated as a result of
which 60% of shares of the common stock of the resulting
entity are owned by persons who were not stockholders of the
Association immediately prior to the consummation of the
transaction;
(iv) such time as substantially all of the assets of the
Association are sold or otherwise transferred to another
corporation or other entity that is not controlled by the
Association.
Notwithstanding anything in this Agreement to the contrary, in no event shall
the conversion of the Association from mutual to stock form (including without
limitation, through the formation of a stock holding company) or the
reorganization of the Association into the mutual holding company form of
organization constitute a "Change in Control" for purposes of this Agreement.
(b) Termination. If within the period ending two years after a Change in
Control, (i) the Company and the Association shall terminate the
Executive's employment Without Cause, or (ii) Executive voluntarily
terminates his employment With Good Reason, the Company and the
Association shall, within ten calendar days of the termination of
Executive's employment, make a lump-sum cash payment to him equal to
2.99 times the Executive's average Annual Compensation over the five
(5) most recently completed calendar years ending with the year
immediately preceding the effective date of the Change in Control.
In determining Executive's average Annual Compensation, Annual
Compensation shall include base salary and any other taxable income,
including but not limited to amounts related to the granting,
vesting or exercise of restricted stock or stock option awards,
commissions, bonuses (whether paid or accrued for the applicable
period), as well as, retirement benefits, director or committee fees
and fringe benefits paid or to be paid to Executive or paid for
Executive's benefit during any such year, profit sharing, employee
stock ownership plan and other retirement contributions or benefits,
including to any tax-qualified plan or arrangement (whether or not
taxable) made or accrued on behalf of Executive of such year. The
cash payment made under this Section 12(b) shall be made in lieu of
any payment also required under Section 11(f) of this Agreement
because of a termination in such period. Executive's rights under
Section 11(f) are not otherwise affected by this Section 12. Also,
in such event, the Executive shall, for a thirty-six (36) month
period following his termination of employment, receive the benefits
he would have received over such period under any retirement
programs (whether tax-qualified or nonqualified) in which the
Executive participated prior to his termination (with the amount of
the benefits determined by reference to the benefits received by the
Executive or accrued on his behalf under such programs during the
twelve (12)
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months preceding the Change in Control) and continue to
participate in any benefit plans of the Company and the
Association that provide health (including medical and
dental), life or disability insurance, or similar coverage
upon terms no less favorable than the most favorable terms
provided to senior executives of during such period. In the
event that the Company and the Association are unable to
provide such coverage by reason of the Executive no longer
being an employee, the Company and the Association shall
provide the Executive with comparable coverage on an
individual policy.
c. The provisions of Sections 12 and Sections 14 through 25,
including the defined terms used is such sections, shall
continue in effect until the later of the expiration of this
Agreement or two years following a Change in Control.
13. Indemnification and Liability Insurance.
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a. Indemnification. The Company and the Association agree to
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indemnify the Executive (and his heirs, executors, and
administrators), and to advance expenses related thereto, to
the fullest extent permitted under applicable law and
regulations against any and all expenses and liabilities
reasonably incurred by him in connection with or arising out
of any action, suit, or proceeding in which he may be
involved by reason of his having been a director or Executive
of the Company, the Association or any of their subsidiaries
(whether or not he continues to be a director or Executive at
the time of incurring any such expenses or liabilities) such
expenses and liabilities to include, but not be limited to,
judgments, court costs, and attorney's fees and the cost of
reasonable settlements, such settlements to be approved by
the Board, if such action is brought against the Executive in
his capacity as an Executive or director of the Company and
the Association or any of their subsidiaries. Indemnification
for expense shall not extend to matters for which the
Executive has been terminated for Cause. Nothing contained
herein shall be deemed to provide indemnification prohibited
by applicable law or regulation. Notwithstanding anything
herein to the contrary, the obligations of this Section 13
shall survive the term of this Agreement by a period of six
(6) years.
b. Insurance. During the period in which indemnification of the
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Executive is required under this Section, the Company and the
Association shall provide the Executive (and his heirs,
executors, and administrators) with coverage under a
directors' and Executives' liability policy at the expense of
the Company and the Association, at least equivalent to such
coverage provided to directors and senior Executives of the
Company and the Association.
14. Reimbursement of Executive's Expenses to Enforce this
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Agreement. The Company and the Association shall reimburse the Executive for all
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out-of-pocket expenses, including, without limitation, reasonable attorney's
fees, incurred by the Executive in connection
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with successful enforcement by the Executive of the obligations of the Company
and the Association to the Executive under this Agreement. Successful
enforcement shall mean the grant of an award of money or the requirement that
the Company and the Association take some action specified by this Agreement (i)
as a result of court order; or (ii) otherwise by the Company and the Association
following an initial failure of the Company and the Association to pay such
money or take such action promptly after written demand therefor from the
Executive stating the reason that such money or action was due under this
Agreement at or prior to the time of such demand.
15. Limitation of Benefits under Certain Circumstances. If the payments
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and benefits pursuant to Section 12 of this Agreement, either alone or together
with other payments and benefits which the Executive has the right to receive
from the Company and the Association, would constitute a "parachute payment"
under Section 280G of the Code, the payments and benefits pursuant to Section 12
shall be reduced or revised, in the manner determined by the Executive, by the
amount, if any, which is the minimum necessary to result in no portion of the
payments and benefits under Section 12 being non-deductible to the Company and
the Association pursuant to Section 280G of the Code and subject to the excise
tax imposed under Section 4999 of the Code. The determination of any reduction
in the payments and benefits to be made pursuant to Section 12 shall be based
upon the opinion of the Company and the Association's independent public
accountants and paid for by the Company and the Association. In the event that
the Company, the Association and/or the Executive do not agree with the opinion
of such counsel, (i) the Company and the Association shall pay to the Executive
the maximum amount of payments and benefits pursuant to Section 12, as selected
by the Executive, which such opinion indicates there is a high probability do
not result in any of such payments and benefits being non-deductible to the
Company and the Association and subject to the imposition of the excise tax
imposed under Section 4999 of the Code and (ii) the Company and the Association
may request, and the Executive shall have the right to demand that they request,
a ruling from the IRS as to whether the disputed payments and benefits pursuant
to Section 12 have such consequences. Any such request for a ruling from the IRS
shall be promptly prepared and filed by the Company and the Association, but in
no event later than thirty (30) days from the date of the opinion of counsel
referred to above, and shall be subject to the Executive's approval prior to
filing, which shall not be unreasonably withheld. The Company, the Association
and the Executive agree to be bound by any ruling received from the IRS and to
make appropriate payments to each other to reflect any such rulings, together
with interest at the applicable federal rate provided for in Section 7872(f)(2)
of the Code. Nothing contained herein shall result in a reduction of any
payments or benefits to which the Executive may be entitled upon termination of
employment other than pursuant to Section 12 hereof, or a reduction in the
payments and benefits specified in Section 12 below zero.
16. Injunctive Relief. If there is a breach or threatened breach of
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Section 11(g) of this Agreement or the prohibitions upon disclosure contained in
Section 10(c) of this Agreement, the parties agree that there is no adequate
remedy at law for such breach, and that the Company and the Association shall be
entitled to injunctive relief restraining the Executive from such breach or
threatened breach, but such relief shall not be the exclusive remedy hereunder
for such breach. The
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parties hereto likewise agree that the Executive, without limitation, shall be
entitled to injunctive relief to enforce the obligations of the Company and the
Association under this Agreement.
17. Successors and Assigns.
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a. This Agreement shall inure to the benefit of and be binding
upon any corporate or other successor of the Company and the
Association which shall acquire, directly or indirectly, by
merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the Company and
the Association.
b. Since the Company and the Association are contracting for the
unique and personal skills of Executive, Executive shall be
precluded from assigning or delegating his rights or duties
hereunder without first obtaining the written consent of the
Company and the Association.
18. No Mitigation. Executive shall not be required to mitigate
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the amount of any payment provided for in this Agreement by seeking other
employment or otherwise and no such payment shall be offset or reduced by the
amount of any compensation or benefits provided to Executive in any subsequent
employment.
19. Notices. All notices, requests, demands and other
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communications in connection with this Agreement shall be made in writing and
shall be deemed to have been given when delivered by hand or 48 hours after
mailing at any general or branch United States Post Office, by registered or
certified mail, postage prepaid, addressed to the Company and/or the Association
at their principal business offices and to Executive at his home address as
maintained in the records of the Company and the Association.
20. No Plan Created by this Agreement. Executive, the Company and
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the Association expressly declare and agree that this Agreement was negotiated
among them and that no provision or provisions of this Agreement are intended
to, or shall be deemed to, create any plan for purposes of the Employee
Retirement Income Security Act or any other law or regulation, and each party
expressly waives any right to assert the contrary. Any assertion in any judicial
or administrative filing, hearing, or process that such a plan was so created by
this Agreement shall be deemed a material breach of this Agreement by the party
making such an assertion.
21. Amendments. No amendments or additions to this Agreement
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shall be binding unless made in writing and signed by all of the parties, except
as herein otherwise specifically provided.
22. Applicable Law. Except to the extent preempted by Federal
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law, the laws of the State of Connecticut shall govern this Agreement in all
respects, whether as to its validity, construction, capacity, performance or
otherwise.
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23. Severability. The provisions of this Agreement shall be deemed
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severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
24. Headings. Headings contained herein are for convenience of
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reference only.
25. Entire Agreement. This Agreement, together with any understanding
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or modifications thereof as agreed to in writing by the parties, shall
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, other than written agreements with respect to specific
plans, programs or arrangements described in Sections 5 and 6.
26. Required Provisions. In the event any of the foregoing provisions
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of this Section 26 are in conflict with the terms of this Agreement, this
Section 26 shall prevail.
a. The Association may terminate Executive's employment at any
time, but any termination by the Association, other than
Termination for Cause, shall not prejudice Executive's right to
compensation or other benefits under this Agreement. Executive
shall not have the right to receive compensation or other
benefits for any period after Termination for Cause as defined in
Section 7 hereinabove.
b. If Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Association's
affairs by a notice served under Section 8(e)(3) or 8(g)(1) of
the Federal Deposit Insurance Act, 12 U.S.C.(S)1818(e)(3) or
(g)(1); the Association's obligations under this contract shall
be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are
dismissed, the Association may in its discretion: (i) pay
Executive all or part of the compensation withheld while their
contract obligations were suspended; and (ii) reinstate (in whole
or in part) any of the obligations which were suspended.
c. If Executive is removed and/or permanently prohibited from
participating in the conduct of the Association's affairs by an
order issued under Section 8(e)(4) or 8(g)(1) of the Federal
Deposit Insurance Act, 12 U.S.C.(S)1818(e)(4) or (g)(1), all
obligations of the Association under this contract shall
terminate as of the effective date of the order, but vested
rights of the contracting parties shall not be affected.
d. If the Association is in default as defined in Section 3(x)(1)
of the Federal Deposit Insurance Act, 12 U.S.C.(S)1813(x)(1) all
obligations of the Association under this contract shall
terminate as of the date of default, but this paragraph shall not
affect any vested rights of the contracting parties.
e. All obligations of the Association under this contract shall be
terminated, except to the extent determined that continuation of
the contract is necessary for the continued operation of the
institution: (i) by the Director of the OTS (or his designee),
the FDIC or the Resolution Trust Corporation, at the time the
FDIC enters into an agreement to provide assistance to or on
behalf of the Association under the authority contained in
Section 13(c) of the Federal Deposit Insurance Act, 12
U.S.C.(S)1823(c);
13
or (ii) by the Director of the OTS (or his designee) at the
time the Director (or his designee) approves a supervisory
merger to resolve problems related to the operations of the
Association or when the Association is determined by the
Director to be in an unsafe or unsound condition. Any rights
of the parties that have already vested, however, shall not
be affected by such action.
f. Any payments made to Executive pursuant to this Agreement,
or otherwise, are subject to and conditioned upon compliance
with 12 U.S.C.(S)1828(k) and 12 C.F.R. Section 545.121 and
any rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first set forth above.
Attest: NEW ENGLAND BANCSHARES, INC.
___________________________ By:_______________________________
Title:____________________________
Attest: ENFIELD FEDERAL SAVINGS AND
LOAN ASSOCIATION
____________________________ By:_______________________________
Title:____________________________
Witness: EXECUTIVE
____________________________ __________________________________
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