EXHIBIT 10.2
AMENDMENT NUMBER ONE
TO THE
EMPLOYMENT AGREEMENT
BETWEEN
PROVIDENT BANK
AND
XXXXXX XXXXXXXX
WHEREAS, Provident Bank ("Bank") and Xxxxxx Xxxxxxxx ("Xx. Xxxxxxxx")
entered into an employment agreement ("Agreement") on the 25th day of January,
1996; and
WHEREAS, in connection with the reorganization of the Bank into the mutual
holding company form as the subsidiary of Provident Bancorp, Inc., a mid-tier
stock holding company ("Company"), the Bank and Xx. Xxxxxxxx wish to amend the
Agreement in certain respects; and
WHEREAS, Section 24 of the Agreement provides that no modification of the
Agreement shall be valid unless in writing and signed by the parties to the
Agreement.
NOW THEREFORE, BE IT RESOLVED, that the Agreement shall be amended in
accordance with this Amendment Number One, signed by all parties to the
Agreement as modified, in the manner set forth below:
1. All references to "Bank" shall refer to "Provident Bank."
2. The introductory Paragraph to the Agreement shall be revised by adding the
following sentence to the end thereof:
"Provident Bancorp, Inc. ("Company") is a party to this Agreement for the
sole purpose of guaranteeing the Bank's performance hereunder."
3. Section 2 entitled "Employment Period" shall be amended by revising sub-
section "(a)" to read as follows:
"Except as otherwise provided in this Agreement to the contrary, the terms
and conditions of this Agreement shall be and remain in effect during the
period of employment ("Employment Period") established under this Section
2. The Employment Period shall be for a term commencing on the date of
this Agreement and ending on the third anniversary of the date of this
Agreement provided, however, that on each day after the date of this
Agreement, the Agreement shall automatically renew so that the remaining
term shall be thirty-six (36) months, and; provided, further, that
commencing on each annual anniversary of the date of this Agreement (the
date of each annual anniversary hereof shall be hereinafter referred to as
the "Anniversary Date"), unless the Employment Period has been previously
terminated, the Board shall, at least 60 days prior to each such
Anniversary Date, conduct a comprehensive performance evaluation and review
of Xx. Xxxxxxxx'x performance for purposes of determining whether to
extend the Agreement and the results thereof shall be included in the
minutes of the Board meeting. The Board shall give Xx. Xxxxxxxx notice of
its decision whether or not to extend the Employment Period at least 60
days prior to the Anniversary Date, and if such notice is that the
Employment Period shall not be extended (a "Non-Renewal Notice"), the
Employment Period shall not be extended. In such case, Xx. Xxxxxxxx'x
employment shall cease at the end of thirty-six (36) months following such
Anniversary Date.
4. The Agreement shall be modified to replace the term "Renewal Date" with the
term "Anniversary Date" in each place that it appears therein.
5. Section 8(b)(vi) shall be amended by adding the following language to the
end of the last sentence thereof:
"and provided that the lump sum payment determined above shall be increased
by an amount necessary to satisfy any federal, state and local income taxes
or Medicare taxes which become due as a result of such payment, in
accordance with Section 8(c) below;"
6. Section 8(b)(vii) shall be amended by adding the following language to the
end of the last sentence thereof::
"and provided that the lump sum payment determined above shall be increased
by an amount necessary to satisfy any federal, state and local income taxes
or Medicare taxes which become due as a result of such payment, in
accordance with Section 8(c) below;"
7. Section 8(b)(viii) shall be amended by adding the following language to the
end of the last sentence thereof:
"and provided that the lump sum payment determined above shall be increased
by an amount necessary to satisfy any federal, state and local income taxes
or Medicare taxes which become due as a result of such payment, in
accordance with Section 8(c) below;"
8. Section 8(b)(ix) shall be amended by deleting the language set forth
therein and replacing it with the following:
"(ix) within 60 days (or within such shorter period to the extent
that information can reasonably be obtained) following his termination of
employment with the Bank, a lump sum payment in an amount equal to three
times the average of the prior three years incentive compensation earned or
received by him under all incentive compensation plans or programs adopted
by the Bank, including but not limited to, the Management Incentive
Program; and"
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9. Section 8 shall be amended by adding new sub-section 8(b)(x) to the end
thereof:
"(ix) the vesting of all remaining options awarded to Xx. Xxxxxxxx under
any stock option plan and/or stock awards under any management
recognition plan adopted by the Bank or the Company."
10. Section 8 (b) shall be amended by removing the flush language at the end
thereof (which begins "Notwithstanding the foregoing, to the extent
required...") and inserting such language in new Sub-section 8(e)."
11. Sub-section 8(c) shall be amended by substituting "three years" for "two
years" in the next to the last line thereof.
12. New Sub-section 8(d) shall be added to the Agreement, which shall read as
follows:
"(c) In the event that Xx. Xxxxxxxx becomes entitled to a benefit under
Sections 8(b)(vi), (vii) or (viii) (collectively, the "Retirement Plan
Replacement Benefit"), the Bank shall pay Xx. Xxxxxxxx an additional
payment under such Sections, as set forth therein, in order to compensate
for the additional income and Medicare taxes that become due and owing as a
result of such Retirement Plan Replacement Benefit. The additional amount,
subject to applicable withholding requirements under state or federal law,
shall equal:
(i) the sum of the highest marginal federal, state and local income
tax rate and Medicare tax rate multiplied by the Retirement Plan
Replacement Benefit, and
(ii) such additional amount (tax allowance) as may be necessary to
compensate Xx. Xxxxxxxx for the payment of federal, state and
local income taxes and Medicare taxes on the payment provided
under Clause (i) and on any payments under this Clause (ii). In
computing such tax allowance, the payments to be made under
Clause (i) shall be multiplied by the "gross up percentage"
("GUP"). The GUP shall be determined as follows:
Tax Rate
GUP = ------------------
1 - Tax Rate
The "Tax Rate" for purposes of computing the GUP shall be the
highest marginal federal, state and local income tax rate and the
highest Medicare tax rate, applicable to Xx. Xxxxxxxx in the year
in which the payment made under Clause (i) is made."
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13. Section 9 shall be amended by adding the following language to the end
thereof:
"For purposes of this Section 9, no act or failure to act, on the part of
Xx. Xxxxxxxx, shall be considered "willful" unless it is done, or omitted
to be done, by Xx. Xxxxxxxx in bad faith or without reasonable belief that
Xx. Xxxxxxxx'x action or omission was in the best interests of the Company
and the Bank. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or based upon the
written advice of counsel for the Company or the Bank shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith
and in the best interests of the Company and the Bank. The cessation of
employment of Xx. Xxxxxxxx shall not be deemed to be for "Cause" within the
meaning of Section 9(a) unless and until there shall have been delivered to
Xx. Xxxxxxxx a copy of a resolution duly adopted by the affirmative vote of
three-fourths of the members of the Board at a meeting of the Board called
and held for such purpose (after reasonable notice is provided to Xx.
Xxxxxxxx and Xx. Xxxxxxxx is given an opportunity, together with counsel,
to be heard before the Board), finding that in the good faith opinion of
the Board, Xx. Xxxxxxxx is guilty of the conduct described in Section 9(a)
above, and specifying the particulars thereof in detail."
14. Section 10(a) of the Agreement shall be deleted and the following
substituted therefor:
"(a) For purposes of this Agreement, the term "Change in Control" shall
mean a change in control of a nature that: (i) would be required to be reported
in response to Item 1(a) of the current report on Form 8-K, as in effect on the
date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of
0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Bank or
the Company within the meaning of the Home Owners Loan Act, as amended ("HOLA"),
and applicable rules and regulations promulgated thereunder, as in effect at the
time of the Change in Control; or (iii) without limitation such a Change in
Control shall be deemed to have occurred at such time as (a) any "person" (as
the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes
the "beneficial owner"(as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 25% or more of
the combined voting power of Company's outstanding securities except for any
securities purchased by the Bank's employee stock ownership plan or trust; or
(b) individuals who constitute the Board 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 comprising
the Incumbent Board, or whose nomination for election by the Company's
stockholders was approved by the same Nominating Committee serving under an
Incumbent Board, shall be, for purposes of this clause (b), considered as though
he were a member of the Incumbent Board; or (c) a plan of reorganization,
merger, consolidation, sale of all or substantially all the assets of the Bank
or the Company or similar transaction in which the Bank or Company is not the
surviving institution occurs; or (d) a proxy statement soliciting proxies from
stockholders of the Company, by someone other than the current management of the
Company, seeking stockholder approval of a plan of reorganization, merger or
consolidation of the Company or similar transaction with one or more
corporations as a result of which the outstanding shares of the class of
securities then subject to the plan are to be exchanged for or
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converted into cash or property or securities not issued by the Company; or (e)
a tender offer is made for 25% or more of the voting securities of the Company
and the shareholders owning beneficially or of record 25% or more of the
outstanding securities of the Company have tendered or offered to sell their
shares pursuant to such tender offer and such tendered shares have been accepted
by the tender offeror."
15. New Section 26 shall be added to the end of the Agreement and shall state
as follows:
"Section 26. Source of Payments
------------------
"All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Bank. The Company, however, guarantees
payment and provision of all amounts and benefits due hereunder to Xx.
Xxxxxxxx and, if such amounts and benefits due from the Bank are not timely
paid or provided by the Bank, such amounts and benefits shall be paid or
provided by the Company.
16. In all other respects the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties to the Agreement and the Company have
caused this Amendment Number One to be executed as of the _______ day of
___________, 1998.
WITNESS EXECUTIVE
--------------------------------- ----------------------------------
(Name) (Name)
ATTEST: PROVIDENT BANK
By: By:
------------------------------ -------------------------------
Secretary President
ATTEST: PROVIDENT BANCORP, INC.
By: By:
------------------------------ -------------------------------
Secretary President
5
EMPLOYMENT AGREEMENT
by and between
PROVIDENT SAVINGS BANK, F.A.
and
XXXXXX XXXXXXXX
-------------------------
Made and Entered Into As Of
January 25, 1996
EMPLOYMENT AGREEMENT
--------------------
This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 25th day of January, 1996, by and between PROVIDENT SAVINGS BANK, F.A., a
savings bank organized and existing under the laws of the State of New York and
having its executive offices at 000 Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000
("Bank"), and XXXXXX XXXXXXXX, residing at 000 Xxxxxxxxx Xxxxx, Xxxxxx
Xxxxxxx, Xxx Xxxx 00000 ("Xx. Xxxxxxxx").
WITNESSETH:
WHEREAS, Xx. Xxxxxxxx is currently serving as President and Chief
Executive Officer of the Bank; and
WHEREAS, the Board of Directors of the Bank ("Board") considers the
continued availability of Xx. Xxxxxxxx'x services to be important to the
successful management, and conduct of the Bank's business and desires to secure
for itself the continued availability of his services; and
WHEREAS, for purposes of securing for the Bank Xx. Xxxxxxxx'x
services, the Board has approved and authorized the execution of this Agreement
with Xx. Xxxxxxxx on the terms and conditions set forth herein; and
WHEREAS, Xx. Xxxxxxxx is willing to continue to make his services
available to the Bank on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and obligations hereinafter set forth, the Bank and Xx. Xxxxxxxx
hereby agree as follows:
Section 1. Employment.
----------
The Bank hereby agrees to continue the employment of Xx. Xxxxxxxx, and
Xx. Xxxxxxxx hereby agrees to continue such employment, during the period and
upon the terms and conditions set forth in this Agreement.
Section 2. Employment Period.
-----------------
(a) Except as otherwise provided in this Agreement to the contrary,
the terms and conditions of this Agreement shall be and remain in effect during
the period of employment ("Employment Period") established under this section 2.
The Employment Period shall be for a term commencing on the date of this
Agreement and ending on the third anniversary of the date of this Agreement;
provided however that commencing on the date one year after the date
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of this Agreement and on each annual anniversary of such date (such date of each
annual anniversary thereof shall be hereinafter referred to as the "Renewal
Date"), unless the Employment Period has been previously terminated, the Board
shall, at least 60 days prior to each such Renewal Date, review and determine
whether or not to approve a one-year extension of the Employment Period, and
such Board shall give Xx. Xxxxxxxx notice of its decision whether or not to
extend the Employment Period at least 60 days prior to the Renewal Date, and if
such notice is that the Employment Period shall not be extended (a "Non-Renewal
Notice"), the Employment Period shall not be extended.
(b) Notwithstanding anything herein contained to the contrary: (i)
Xx. Xxxxxxxx'x employment with the Bank may be terminated by the Bank or Xx.
Xxxxxxxx during the Employment Period, subject to the terms and conditions of
this Agreement; and (ii) nothing in this Agreement shall mandate or prohibit a
continuation of Xx. Xxxxxxxx'x employment following the expiration of the
Employment Period upon such terms and conditions as the Board and Xx. Xxxxxxxx
may mutually agree.
(c) If Xx. Xxxxxxxx'x employment with the Bank is terminated under
circumstances described in section 8(a), the term "unexpired Employment Period"
in section 8(a) shall mean the period of time commencing on the date of such
termination and ending on the last day of the Employment Period.
(d) Notwithstanding anything contained in this section 2 to the
contrary, in the event of a Change of Control of the Bank as defined in Section
10, the Employment Period shall be extended until the third anniversary of the
Change of Control Date; provided however that commencing on the date one year
-------- -------
after the Change of Control Date and on each anniversary of such date (such date
and each annual anniversary thereof shall also be hereinafter referred to as the
"Renewal Date"), unless the Employment Period has been previously terminated,
the Board shall, at least 60 days prior to each Renewal Date, review and
determine whether or not to approve a one year extension of the Employment
Period so that the Employment Period terminates three years from such Renewal
Date, and the Bank shall give Xx. Xxxxxxxx notice of the Board's decision
whether or not to extend the Employment Period at least 60 days prior to the
Renewal Date, and if such notice is that the Employment Period shall not be
extended (a "Non-Renewal Notice"), the Employment Period shall not be extended.
Section 3. Duties.
------
Xx. Xxxxxxxx shall: (a) devote his full business time and attention
(other than during weekends, holidays, vacation periods, and periods of illness,
disability or approved leave of absence) to the business and affairs of the Bank
and use his best efforts to advance the Bank's interests; (b) if duly appointed
or elected, serve as President and Chief Executive Officer of the Bank and a
director of the Bank; and (c) perform such duties not inconsistent with his
title and office as may be assigned to him by or under the authority of the
Board. Xx. Xxxxxxxx shall have such authority as is necessary or appropriate to
carry out his assigned duties. Xx. Xxxxxxxx shall be entitled to a minimum of
five weeks of vacation time each year during the Employment Period.
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Section 4. Compensation.
------------
In consideration for the services rendered by Xx. Xxxxxxxx under this
Agreement, the Bank shall pay to Xx. Xxxxxxxx a salary at an annual rate equal
to the greatest of:
(a) $238,000; or
(b) such higher annual rate as may be prescribed by or under the
authority of the Board; or
(c) for each calendar year that begins on or after the date on which
a Change of Control Date, as defined in section 10, occurs, the
product of Xx. Xxxxxxxx'x annual rate of salary in effect
immediately prior to such calendar year, multiplied by the
greatest of:
(i) 1.06;
(ii) the quotient of (A) the U.S. City Average All Items
Consumer Price Index for All Urban Consumers (or, if such
index shall cease to be published, such other measure of
general consumer price levels as the Board may, in good
faith, prescribe) for October of the immediately preceding
calendar year, divided by (B) the U.S. City Average All
Items Consumer Price Index for All Urban Consumers (or, if
such index shall cease to be published, such other measure
of general consumer price levels as the Board may, in good
faith, prescribe) for October of the second preceding
calendar year; and
(iii) the quotient of (A) the average annual rate of salary,
determined as of the first day of such calendar year, of
the officers of the Bank (other than Xx. Xxxxxxxx) who are
assistant vice presidents or more senior officers, divided
by (B) the average annual rate of salary, determined as
of the first day of the immediately preceding calendar
year, of the officers of the Bank (other than Xx.
Xxxxxxxx) who are assistant vice presidents or more senior
officers;
provided however that in no event shall Xx. Xxxxxxxx'x annual rate of salary
-------- -------
under this Agreement in effect at a particular time be reduced without his prior
written consent. The annual rate of salary payable under this section 4 shall be
paid in approximately equal installments in accordance with the Bank's customary
payroll practices.
Section 5. Employee Benefit Plans and Programs.
-----------------------------------
Except as otherwise provided in this Agreement, Xx. Xxxxxxxx shall,
during the Employment Period, be treated as an employee of the Bank and be
entitled to participate in and receive benefits under the Bank's Defined Benefit
Pension Plan, 401(k) Plan, Management Incentive Program, Supplemental Executive
Retirement Plan, group life, health (including
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hospitalization, medical and major medical), prescription drug, dental and long
term disability insurance and such other employee benefit plans and programs,
including but not limited to any other incentive compensation plans or programs
(whether or not employee benefit plans or programs), as the Bank may maintain
from time to time, in accordance with the terms and conditions of such employee
benefit plans and programs and compensation plans and programs and in accordance
with the Bank's customary practices to the extent maintained by the Bank,
provided that he is a member of the class of employees authorized to participate
in such plans or programs.
Section 6. Outside Activities and Board Memberships.
----------------------------------------
During the term of this Agreement, Xx. Xxxxxxxx shall not, directly or
indirectly, provide services on behalf of any competitive financial institution,
any insurance company or agency, any mortgage or loan broker or any other
competitive entity or on behalf of any subsidiary or affiliate of any such
competitive entity, as an employee, consultant, independent contractor, agent,
sole proprietor, partner, joint venturer, corporate officer or director; nor
shall Xx. Xxxxxxxx acquire by reason of purchase during the term of this
Agreement the ownership of more than 5% of the outstanding equity interest in
any such competitive entity. In addition, during the term of this Agreement, Xx.
Xxxxxxxx shall not, directly or indirectly, acquire a beneficial interest in any
real estate in which the Bank, directly or indirectly, also has a beneficial
interest, or engage in any joint venture in real estate with the Bank. Subject
to the foregoing, and to Xx. Xxxxxxxx'x right to continue to serve as an officer
and/or director or trustee of any business organization as to which he was so
serving on the effective date of this Agreement (including the Community Bankers
of New York State, Jawonio, Rockland County BSA, Rockland Economic Development
Corporation, Historical Society of Rockland, Saint Xxxxxx Xxxxxxx College, the
Federal Home Loan Bank of New York in which he serves in a paid position,
Rockland County Bankers Association and Rockland County Business Association),
Xx. Xxxxxxxx may serve on boards of directors of unaffiliated corporations,
subject to Board approval, which shall not be unreasonably withheld, and such
service shall be presumed for these purposes to be for the benefit of the Bank.
In addition, the parties contemplate that Xx. Xxxxxxxx will continue to engage
in activities consistent with his leadership role in state and local civic
affairs, inclusive of active participation in trade and financial institution
organizations. Except as specifically set forth herein, Xx. Xxxxxxxx may engage
in personal business and investment activities, including real estate
investments and personal investments in the stocks, securities and obligations
of other financial institutions. Notwithstanding the foregoing, in no event
shall Xx. Xxxxxxxx'x outside activities, services, personal business and
investments materially interfere with the performance of his duties under this
Agreement.
Section 7. Working Facilities and Expenses.
-------------------------------
Xx. Xxxxxxxx'x principal place of employment shall be at the Bank's
principal executive offices at the address first above written, or at such other
office of the Bank in Rockland County as the Board shall, in its sole
discretion, deem to be in the best interest of the Bank, or at such other
location as the Board and Xx. Xxxxxxxx may mutually agree upon; provided that
Xx. Xxxxxxxx'x place of employment shall be at the Bank's principal executive
offices. The Bank shall not be entitled to transfer Xx. Xxxxxxxx to an office
that is not located in Rockland County without Xx. Xxxxxxxx'x consent, which may
be withheld in his sole
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discretion. The Bank shall provide Xx. Xxxxxxxx, at his principal place of
employment, with a private office, stenographic services and other support
services and facilities suitable to his position with the Bank and necessary or
appropriate in connection with the performance of his assigned duties under this
Agreement. The Bank shall provide Xx. Xxxxxxxx with an automobile suitable to
the position of President and Chief Executive Officer of the Bank, and such
automobile may be used by Xx. Xxxxxxxx in carrying out his duties under this
Agreement, including commuting between his residence and his principal place of
employment, and other personal use. The Bank shall reimburse Xx. Xxxxxxxx for
the cost of maintenance and servicing such automobile and for insurance,
gasoline and oil for such automobile. The Bank shall reimburse Xx. Xxxxxxxx for
his ordinary and necessary business expenses, including, without limitation,
fees for memberships in the Rockland Country Club, such other clubs and
organizations as Xx. Xxxxxxxx and the Board shall mutually agree are necessary
and appropriate for business purposes, and travel and entertainment expenses,
incurred in connection with the performance of his duties under this Agreement,
upon presentation to the Bank of an itemized account of such expenses in such
form as the Bank may reasonably require. Except as provided in section 17, Xx.
Xxxxxxxx shall be responsible for the payment of any taxes on account of his
personal use of the automobile provided by the Bank and on account of any other
benefit provided herein.
Section 8. Termination of Employment with Bank Liability.
---------------------------------------------
(a) In the event that Xx. Xxxxxxxx'x employment with the Bank shall
terminate during the Employment Period on account of:
(i) Xx. Xxxxxxxx'x voluntary resignation from employment with the Bank
within one year following:
(A) the failure of the Bank's Board to appoint or re-appoint or elect
or re-elect Xx. Xxxxxxxx to the offices of President and Chief
Executive Officer of the Bank, or both;
(B) the failure to elect or re-elect Xx. Xxxxxxxx as a director of
the Bank;
(C) a material adverse change made by the Bank in Xx. Xxxxxxxx'x
functions, duties, or responsibilities in his position as
President and Chief Executive Officer of the Bank, which the Bank
fails to cure within 30 days following written notice thereof
from Xx. Xxxxxxxx;
(D) a material breach of this Agreement by the Bank, which the Bank
fails to cure within 30 days following written notice thereof
from Xx. Xxxxxxxx; or
(E) a Change of Control Date of the Bank as defined in section 10; or
(ii) the discharge of Xx. Xxxxxxxx by the Bank for any reason other than
for "cause" as defined in section 9(a); or
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(iii) the termination of Xx. Xxxxxxxx'x employment with the Bank as a
result of Xx. Xxxxxxxx'x "total and permanent disability" which, for
purposes of this Agreement, shall apply only if a majority of the
members of the Board acting in good faith determine that, based upon
competent and independent medical evidence presented by a physician
or physicians agreed upon by the parties, Xx. Xxxxxxxx'x physical or
mental condition is such that he is totally and permanently
incapable of engaging in any substantial gainful employment based
upon his education, training and experience;
then the Bank shall provide the benefits and pay to Xx. Xxxxxxxx the amounts
provided for under section 8(b).
(b) Upon the termination of Xx. Xxxxxxxx'x employment with the Bank
under circumstances described in section 8(a) of this Agreement, the Bank shall
pay and provide to Xx. Xxxxxxxx (or, in the event of his death, to his surviving
spouse or such other beneficiary as Xx. Xxxxxxxx may designate in writing, or if
there is neither, to his estate):
(i) his earned but unpaid salary as of the date of the termination of
his employment with the Bank;
(ii) the benefits, if any, to which he is entitled as a former employee
under the Bank's employee benefit plans and programs and
compensation plans and programs;
(iii) continued group life, health (including hospitalization, medical and
major medical), prescription drug, dental and long term disability
insurance benefits, in addition to those provided pursuant to
section 8(b)(ii), if and to the extent necessary to provide for Xx.
Xxxxxxxx, for the remaining unexpired Employment Period, coverage
equivalent to the coverage to which he would have been entitled if
he had continued working for the Bank during the remaining unexpired
Employment Period at the highest annual rate of salary achieved
during the Employment Period;
(iv) if and to the extent not already provided under sections 8(b)(ii)
and 8(b)(iii), health (including hospitalization, medical and major
medical) insurance benefits and life insurance coverage, during his
lifetime and his spouse's lifetime, equivalent to the greater of (A)
the coverage provided on the date of this Agreement to retirees of
the Bank who had retired on normal retirement or (B) the coverage
provided at the date of Xx. Xxxxxxxx'x termination of employment
with the Bank to retirees of the Bank who retire on normal
retirement;
(v) within thirty (30) days following his termination of employment with
the Bank, a lump sum payment, as liquidated damages, in an amount
equal to the sum of (A) the present value of the salary that Xx.
Xxxxxxxx would have earned (but offset by any payments made under
any short-term or long-term disability plan or program maintained by
the Bank) if he had continued working for the Bank during the
remaining unexpired Employment Period (assuming, if a Change of
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Control Date as defined in section 10 has occurred, that the annual
increases under section 4(c)(i) would apply) and (B) the present value
of any fees that he would have received as a member of the Board of
Directors of the Bank if he had continued as a director of the Bank
during the remaining unexpired Employment Period, where such present
values are to be determined using a discount rate of 6%, such lump sum
to be paid in lieu of all other payments of salary and directors fees
provided for under this Agreement in respect of the period following any
such termination and to be payable without proof of damages and without
regard to Xx. Xxxxxxxx'x efforts, if any, to mitigate damages;
(vi) within 60 days (or within such shorter period to the extent that
information can be reasonably be obtained) following his termination of
employment with the Bank, a lump sum payment in an amount equal to the
excess, if any, of: (A) the present value of the benefits to which he
would be entitled under the Bank's Defined Benefit Pension Plan (and any
other defined benefit plan maintained by the Bank) if he had the
additional years of service that he would have had if he had continued
working for the Bank during the remaining unexpired Employment Period
earning the salary that would have been paid during the remaining
unexpired Employment Period (assuming, if a Change of Control Date as
defined in section 10 has occurred, that the annual salary increases
under section 4(c)(i) would apply), determined as if each such plan had
continued in effect without change in accordance with its terms as of
the day prior to his actual date of his Termination and as if such
benefits were payable beginning on the first day of the month coincident
with or next following his actual date of his termination, over (B) the
present value of the benefits to which he is actually entitled under the
Bank's Defined Benefit Pension Plan (and any other defined benefit plan
maintained by the Bank) as of the date of his termination, where such
present values are to be determined using a discount rate of 6% and the
mortality tables prescribed under section 72 of the Internal Revenue
Code of 1986 ("Code");
(vii) within 60 days (or within such shorter period to the extent that
information can be reasonably be obtained) following his termination of
employment with the Bank, a lump sum payment in an amount equal to the
present value of the Bank's contributions that would have been made on
his behalf under the Bank's 401(k) Plan (and any other defined
contribution plan maintained by the Bank) if he had continued working
for the Bank during the remaining unexpired Employment Period earning
the salary that would have been achieved during the remaining unexpired
Employment Period (assuming, if a Change of Control Date as defined in
section 10 has occurred, that the annual salary increases under section
4(c)(i) would apply) and making the maximum amount of employee
contributions permitted, if any, under such plan or plans, where such
present values are to be determined using a discount rate of 6%;
(viii) within 60 days (or within such shorter period if to the extent that can
be reasonably be obtained) following his termination of employment with
the Bank, a lump sum payment in an amount equal to the excess, if any,
of (A) the present value of the benefits to which he would be entitled
under the Supplemental
-8-
Executive Retirement Plan (and any other excess benefit plan within
the meaning of section 3(36) of the Employee Retirement income
Security Act of 1974, as amended, or any deferred compensation plan
for management or highly compensated employees that are maintained by
the Bank), if he had continued working for the Bank during the
remaining unexpired Employment Period earning the salary that would
have been achieved during the remaining unexpired Employment Period
(assuming, if a Change of Control Date as defined in section 10 has
occurred, that the annual salary increases under section 4(c)(i) would
apply), determined as if each such plan had continued in effect
without change in accordance with its terms as of the day prior to his
actual date of his termination and as if such benefits were payable
beginning on the first day of the month coincident with or next
following his actual date of his termination, over (B) the present
value of the benefits to which he is actually entitled under any such
plan, as of the date of his termination of employment with the Bank,
where such present values are to be determined using a discount rate
of 6% and the mortality tables prescribed under section 72 of the
Code; and
(ix) the payments that would have been made to Xx. Xxxxxxxx under all
incentive compensation plans and programs adopted by the Bank,
including the Management incentive Program, if he had continued
working for the Bank during the remaining unexpired Employment Period
and had earned an incentive award in each calendar year that ends
during the remaining unexpired Employment Period in an amount equal to
the product of (A) the maximum percentage rate of incentive
compensation award (as a percentage of base salary) for the previous
three years under such incentive compensation plans and programs,
multiplied by (B) the salary that would have been paid to Xx.
Xxxxxxxx during each such calendar year (assuming, if a Change of
Control Date as defined in section 10 has occurred, that the annual
salary increases under section 4(c)(i) would apply), such payments to
be made at the same time and in the same manner as payments are made
to other officers of the Bank pursuant to the terms of such incentive
compensation plans and programs; provided, however, that payments
-------- -------
under this section 8(b)(ix) shall not be made to Xx. Xxxxxxxx for any
year in which no incentive compensation payments are made to any of
the Bank's officers as a result of the performance of the Bank;
provided, further, that, if a Change of Control Date as defined in
-------- -------
section 10 has occurred, payments shall be made to Xx. Xxxxxxxx under
this section 8(b)(ix) during each calendar year without regard to
whether such payments are made to any of the Bank's officers and
without regard to whether such incentive compensation plans and
programs have been amended or terminated, in an amount that is not
less than the product of (A) the maximum percentage rate at which an
award was ever available to Xx. Xxxxxxxx under such incentive
compensation plans and programs, multiplied by (B) the salary that
would have been paid to Xx. Xxxxxxxx during each such calendar year
(assuming that the annual salary increases under section 4(c)(i) would
apply).
Notwithstanding the foregoing, to the extent required by regulations or
interpretations of the Office of Thrift Supervision, all payments under the
Agreement shall not exceed three times Xx. Xxxxxxxx'x average annual
compensation over the most recent five taxable years. The Bank and
-9-
Xx. Xxxxxxxx hereby stipulate that the damages which may be incurred by Xx.
Xxxxxxxx following any such termination of employment are not capable of
accurate measurement as of the date first above written and that such liquidated
damages constitute reasonable damages under the circumstances.
(c) If the Bank gives Xx. Xxxxxxxx a Non-Renewal Notice, or if the
Bank does not extend the Employment Period at least 60 days prior to any Renewal
Date as described in Section 2 of the Agreement, Xx. Xxxxxxxx may resign from
the employment of the Bank at any time after such an event. In such a case, (i)
the Bank shall pay to Xx. Xxxxxxxx xxxxxxxxx benefits in a lump sum in cash
within 30 days after such resignation equal to the amounts described in Section
8(b) of the Agreement (except that the maximum number of years that may be taken
into account under Section 8(b)(v), (vi), (vii), (viii) and (ix) shall be two
years), and (ii) the Bank shall provide the benefits described in Section
8(b)(ii), (iii) and (iv).
Section 9. Termination without Additional Bank Liability.
---------------------------------------------
In the event that Xx. Xxxxxxxx'x employment with the Bank shall
terminate during the Employment Period on account of:
(a) the discharge of Xx. Xxxxxxxx for "cause", which, for purposes of this
Agreement, shall mean a discharge because the Board determines, by the
affirmative vote of a majority of its members acting in good faith,
that Xx. Xxxxxxxx:
(i) has intentionally failed to perform his assigned duties under
this Agreement;
(ii) has intentionally engaged in dishonest or illegal conduct in
connection with his performance of services for the Bank or has
been convicted of a felony;
(iii) has willfully violated, in any material respect, any law, rule,
regulation, written agreement or final cease-and-desist order
with respect to his performance of services for the Bank, as
determined by the Board; or
(iv) has intentionally breached the material terms of this
Agreement;
provided, however, that on and after the earliest date on which a
-------- -------
Change of Control Date as defined in section 10 occurs, such a
determination shall require the affirmative vote of at least three-
fourths of the members of the Board acting in good faith and such vote
shall not be made prior to the expiration of a 60 day period following
the date on which the Board shall, by written notice to Xx. Xxxxxxxx,
furnish to him a statement of its grounds for proposing to make such
determination, during which period Xx. Xxxxxxxx shall be afforded a
reasonable opportunity to make oral and written presentations to the
members of the Board, and to be represented by his legal counsel at
such presentations, to refute the grounds for the proposed
determination;
-10-
(b) Xx. Xxxxxxxx'x voluntary resignation from employment with the Bank for
reasons other than those specified in section 8(a)(i) or 8(c); or
(c) Xx. Xxxxxxxx'x death;
then the Bank shall have no further obligations under this Agreement, other than
the payment to Xx. Xxxxxxxx of his earned but unpaid salary as of the date of
the termination of his employment, and the provision of such other benefits, if
any, to which he is entitled as a former employee under the Bank's employee
benefit plans and programs and compensation plans and programs.
Section 10. Change of Control.
-----------------
(a) For purposes of this Agreement, the term "Change of Control of the
Bank" shall mean any of the following events:
(i) if the Bank converts to a stock-form savings bank, bank,
savings and loan association or other financial institution,
the occurrence of any event if, immediately following such
event, at least 50% of the members of the Board do not belong
to any of the following groups:
(A) individuals who were members of the Board immediately
prior to the conversion of the Bank to stock-form; or
(B) individuals who first became members of the Board after
the Bank's conversion to stock-form either:
(I) upon election to serve as a member of the Board by
affirmative vote of a majority of the members of the
Board, or a nominating committee thereof, in office
at the time of such first election; or
(II) upon election by the Bank's shareholders to serve as
a member of the Board, but only if nominated for
election by affirmative vote of a majority of the
members of the Board, or a nominating committee
thereof, in office at the time of such first
nomination; or
(ii) the reorganization, merger or consolidation of the Bank with
one or more other savings banks, banks, savings and loan
associations or other financial institutions or other entities,
other than a transaction following which a majority of the
members of the Board of the resulting organization were members
of the Bank's Board immediately prior to the reorganization;
(iii) if the Bank converts to a stock-form savings bank, bank,
savings and loan association or other financial institution,
the acquisition of legal or
-11-
beneficial ownership of substantially all of the assets of the
Bank or of more than twenty-five percent of the voting shares of
the Bank, by any person or entity, or by any persons or entities
acting in concert.
Notwithstanding the foregoing, no Change of Control of the Bank shall be deemed
to have occurred solely by reason of the reorganization of the Bank pursuant to
which the Bank becomes a wholly owned subsidiary of a bank holding company
("Holding Company"); provided, that, immediately following such reorganization,
--------
a majority of the board of directors of the Holding Company is comprised of
individuals who were directors of the Bank immediately prior to the
reorganization. If the Bank is reorganized as specified in the preceding
sentence, then, following such reorganization, a Change of Control of the Bank
shall be deemed to have occurred if any of the events specified in subsections
(i) or (ii) of this section 10 would have occurred if the words "the Bank or the
Holding Company" were substituted for the words "the Bank" and the word "Board"
referred equally to the board of trustees or directors of the Bank or the
Holding Company. Notwithstanding the foregoing provisions of this section 10, no
Change of Control of the Bank shall be deemed to have occurred by reason of any
reorganization, merger or consolidation of the Bank, any acquisitions of assets
or stock of the Bank, or any changes in the membership of the Bank's Board, if
any such event, acquisition or change is, directly or indirectly, a result of
actions taken by the Office of Thrift Supervision ("OTS"), the Federal Deposit
Insurance Corporation ("FDIC"), or any other appropriate federal or state
banking regulator, because such regulator has (1) determined that the Bank is
insolvent or that grounds exist for the appointment of a conservator or
receiver, (2) determined that the Bank is operating in an unsafe or unsound
banking condition, or (3) caused the event, acquisition or change to occur
because of a violation, in any material respect, of any banking law or
regulation, rule, written agreement or final cease-and-desist order.
(b) For purposes of this Agreement, the term "Change of Control Date"
shall mean the first date during the Employment Period on which a Change of
Control occurs. Anything in this Agreement to the contrary notwithstanding, if
Xx. Xxxxxxxx'x employment with the Bank is terminated and if it is reasonably
demonstrated by Xx. Xxxxxxxx that such termination of Employment (i) was at the
request of a third party who has taken steps reasonably calculated to effect a
Change of Control or (ii) otherwise arose in connection with or anticipation of
a Change of Control, then for all purposes of this Agreement the "Change of
Control Date" shall mean the date immediately prior to the date of such
termination of employment.
Section 11. Covenant Not To Compete.
-----------------------
Xx. Xxxxxxxx hereby covenants and agrees that for a period of one (1)
year following the date of his termination of employment with the Bank, if such
termination occurs prior to the end of the Employment Period, he shall not,
without the written consent of the Board, become an officer, employee,
consultant, director independent contractor, agent, sole proprietor, partner
or trustee of any savings bank, savings and loan association, savings and loan
holding company, bank or bank holding company, insurance company or agency, any
mortgage or loan broker or any other entity competing with the Bank or its
affiliates if such position entails working in (or providing services in)
Rockland or Orange Counties; provided, however, that this section 11 shall not
-------- -------
apply if Xx. Xxxxxxxx'x employment is terminated for the reasons set forth in
section 8(a) or 8(c).
-12-
Section 12. Additional Termination and Suspension Provisions.
------------------------------------------------
(a) If Xx. Xxxxxxxx is suspended and/or temporarily prohibited from
participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act, as amended (12
U.S.C. 1818(e)(3) and (g)(1)), all obligations of the Bank under this Agreement
shall be suspended as of the date of service unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Bank may in its
discretion (i) pay Xx. Xxxxxxxx all of the compensation withheld while the
Bank's obligations under this Agreement were suspended and (ii) reinstate (in
whole) any of the Bank's obligations which were suspended, and in exercising
such discretion, the Bank shall consider the facts and make a decision promptly
following such dismissal of charges and act in good faith in deciding whether to
pay any withheld compensation to Xx. Xxxxxxxx and to reinstate any suspended
obligations of the Bank.
(b) If Xx. Xxxxxxxx is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, as amended (12
U.S.C. 1818 (e)(4) or (g)(1)), all obligations of the Bank under this Agreement
shall terminate as of the effective date of the order, but vested rights of the
parties shall not be affected.
(c) if the Bank is in default, as defined in Section 3(x)(1) of the
Federal Deposit Insurance Act, as amended (12 U.S.C. 1813(x)(1)), all
obligations under this Agreement shall terminate as of the date of default, but
this provision shall not affect any vested rights of the parties.
(d) All obligations under this Agreement shall be terminated, except
to the extent determined that continuation of this Agreement is necessary for
the continued operation of the Bank, (i) by the Director of the OTS (the
"Director") or his or her designee, at the time the FDIC enters into an
agreement to provide assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit Insurance Act, as amended; or
(ii) by the Director or his or her designee, at the time the Director or his or
her designee approves a supervisory merger to resolve problems related to
operation of the Bank or when the Bank 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.
(e) If any regulation applicable to the Bank shall hereafter be
adopted, amended or modified, or if any new regulation applicable to the Bank
and effective after the date of this Agreement:
(i) shall require the inclusion in this Agreement of a provision
not presently included in this Agreement, then the foregoing
provisions of this section 12 shall be deemed amended to the
extent necessary to give effect in this Agreement to any such
amended, modified or new regulation; and
(ii) shall permit the exclusion of a limitation in this Agreement on
the payment to Xx. Xxxxxxxx of an amount or benefit provided for
presently in this Agreement, then the foregoing provisions of
this section 12 shall
-13-
be deemed amended to the extent permissible to exclude from this
Agreement any such limitation previously required to be included
in this Agreement by a regulation prior to its amendment,
modification or repeal.
Section 13. No Effect on Employee Benefit Plans or Programs.
-----------------------------------------------
Except as expressly provided in this Agreement, the termination of Xx.
Xxxxxxxx'x employment during the term of this Agreement or thereafter, whether
by the Board or by Xx. Xxxxxxxx, shall have no effect on the rights and
obligations of the parties hereto under the Bank's Defined Benefit Pension Plan,
4O1(k) Plan, Supplemental Executive Retirement Plan, Management Incentive
Program, group life, health (including basic hospitalization and major medical),
prescription drug, dental and long term disability insurance plans or such other
employee benefit plans or programs, including but not limited to any incentive
compensation plans or programs (whether or not employee benefit plans or
programs) as the Bank may maintain from time to time.
Section 14. Successors and Assigns.
----------------------
This Agreement will inure to the benefit of and be binding upon Xx.
Xxxxxxxx, his legal representatives and testate or intestate distributees, and
the Bank, its successors and assigns, including any successor by merger or
consolidation or conversion to stock form or a statutory receiver or any other
person or firm or corporation to which all or substantially all of the assets
and business of the Bank may be sold or otherwise transferred. Any such
successor of the Bank shall be deemed to have assumed this Agreement and to have
become obligated hereunder to the same extent as the Bank, and Xx. Xxxxxxxx'x
obligations hereunder shall continue in favor of such successor.
Section 15. Notices.
-------
Any communication to a party required or permitted under this
Agreement, including any notice, direction, designation, consent, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is delivered personally or received by overnight carrier, or
five days after mailing if mailed, postage prepaid, by registered or certified
mail, return receipt requested, addressed to such xxxxx at the address listed
below or at such other address as one such xxxxx may by written notice specify
to the other party:
If to Xx. Xxxxxxxx:
Xx. Xxxxxx Xxxxxxxx
000 Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxxx, Xxx Xxxx 00000
-14-
If to the Bank:
Provident Savings Bank, F.A.
000 Xxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Attention: Chairman of the Board of Directors
Section 16. Settlement Indemnification and Attorneys' Fees.
-----------------------------------------------
The Bank's obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Bank may have against Xx. Xxxxxxxx or others. In no event
shall Xx. Xxxxxxxx be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to Xx. Xxxxxxxx under any of
the provisions of this Agreement and such amounts shall not be reduced whether
or not Xx. Xxxxxxxx obtains other employment.
(b) Unless it is determined that a claim made by Xx. Xxxxxxxx was
either frivolous or made in bad faith, the Bank agrees to pay as incurred, to
the full extent permitted by law, all legal fees and expenses which Xx. Xxxxxxxx
may reasonably incur as a result of or in connection with his consultation with
legal counsel or arising out of any action, suit, proceeding or contest
(regardless of the outcome thereof) by the Bank, Xx. Xxxxxxxx or others
regarding the validity or enforceability of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by Xx. Xxxxxxxx about the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in section 7872(f)(2)(A) of the Code.
(c) The Bank shall indemnify, hold harmless and defend Xx. Xxxxxxxx
for all acts or omissions taken or not taken by him in good faith while
performing services for the Bank to the same extent and upon the same terms and
conditions as other similarly situated officers and directors of the Bank. If
and to the extent that the Bank maintains, at any time during the Employment
Period, an insurance policy covering the other officers and directors of the
Bank against lawsuits, the Bank shall use its best efforts to cause Xx. Xxxxxxxx
to be covered under such policy upon the same terms and conditions as other
similarly situated officers and directors.
Section 17. Excise Tax.
----------
(a) This section 17 shall apply if at the relevant date and during the
six-month period ending on tile relevant date, the Bank was in compliance with
all applicable minimum capital requirements imposed upon the Bank by federal or
state regulatory authorities, taking into account any phase-in period,
grandfather rights or similar provisions that are applicable to the Bank. For
purposes of the preceding sentence, the term "relevant date" shall mean the day
before the date on which the change "in the ownership or effective control" of
the Bank or "in the ownership of a substantial portion of the assets of the.
Bank occurs within the meaning of section 280G of the Code. If this section 17
applies, then if, for any taxable year, Xx. Xxxxxxxx shall be liable for the
payment of an excise tax under section 4999 of the Code, with respect to
-15-
any payment in the nature of compensation made by the Bank to (or for the
benefit of) Xx. Xxxxxxxx, the Bank shall pay to Xx. Xxxxxxxx an amount equal to
X determined under the following formula:
E x P
------------------------------------
X = 1 - [(FI x (1 - SLI)) + SLI + E + M)
where
E = the rate at which the excise tax is assessed under section 4999
of the Code;
P = the amount with respect to which such excise tax is assessed,
determined without regard to this section 17;
Fl = the highest marginal rate of income tax applicable to Xx.
Xxxxxxxx under the Code for the taxable year in question;
SLI = the sum of the highest marginal rates of income tax applicable
to Xx. Xxxxxxxx under all applicable state and local laws for
the taxable year in question; and
M = the highest marginal rate of Medicare tax applicable to Xx.
Xxxxxxxx under the Code for the taxable year in question.
With respect to any payment in the nature of compensation that is made to (or
for the benefit of) Xx. Xxxxxxxx under the terms of this Agreement or otherwise
and on which an excise tax under section 4999 of the Code will be assessed, the
payment determined under this section 17(a) shall be made to Xx. Xxxxxxxx on the
earlier of (i) the date the Bank is required to withhold such tax, or (ii) the
date the tax is required to be paid by Xx. Xxxxxxxx.
(b) Notwithstanding anything in this section 17 to the contrary, in
the event that Xx. Xxxxxxxx'x liability for the excise tax under section 4999 of
the Code for a taxable year is subsequently determined to be different than the
amount determined by the formula (X + P) x E, where X, P and E have the meanings
provided in section 17(a), Xx. Xxxxxxxx or the Bank, as the case may be, shall
pay to the other xxxxx at the time that the amount of such excise tax is finally
determined, an appropriate amount, plus interest, such that the payment made
under section 17(a), when increased by the amount of the payment made to Xx.
Xxxxxxxx under this section 17(b) by the Bank, or when reduced by the amount of
the payment made to the Bank under this section 17(b) by Xx. Xxxxxxxx, equals
the amount that, it is finally determined, should have properly been paid to Xx.
Xxxxxxxx under section 17(a). The interest paid under this section 17(b) shall
be determined at the rate provided under section 1274(b)(2)(B) of the Code. To
confirm that the proper amount, if any, was paid to Xx. Xxxxxxxx under this
section 17, Xx. Xxxxxxxx shall furnish to the Bank a copy of each tax return
which reflects a liability for an excise tax payment made by the Bank, at least
twenty (20) days before the date on which such return is required to be filed
with the Internal Revenue Service.
-16-
Section 18. Severability.
------------
A determination that any provision of this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of any other
provision hereof.
Section 19. Waiver.
------
Failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such term,
covenant, or condition. A waiver of any provision of this Agreement must be made
in writing, designated as a waiver, and signed by the party against whom its
enforcement is sought. Any waiver or relinquishment of any right or power
hereunder at any one or more times shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
Section 20. Counterparts.
------------
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and all of which shall constitute one and the
same Agreement.
Section 21. Governing Law.
-------------
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without reference to
conflicts of law principles, except to the extent governed by federal law in
which case federal law shall govern.
Section 22. Headings and Construction.
-------------------------
The headings of sections in this Agreement are for convenience of
reference only and are not intended to qualify the meaning of any section. Any
reference to a section number shall refer to a section of this Agreement, unless
otherwise stated.
Section 23. Arbitration.
-----------
Any dispute or controversy arising out of, under, in connection with,
or relating to this Agreement and any amendment hereof shall be submitted to
binding arbitration before three arbitrators in Rockland County in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
for expedited arbitration, and any judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
Section 24. Entire Agreement; Modifications.
-------------------------------
This instrument contains the entire agreement of the parties relating
to the subject matter hereof, and supersedes in its entirety any and all prior
agreements, understandings or representations relating to the subject matter
hereof. No modifications of this Agreement shall be valid unless made in writing
and signed by the parties hereto.
-17-
Section 25. Compliance with Law.
-------------------
Any payments made to Xx. Xxxxxxxx pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
1828(i) and any regulations promulgated thereunder.
IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed
and Xx. Xxxxxxxx has hereunto set his hand, all as of the day and year first
above written.
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
XXXXXX XXXXXXXX
PROVIDENT SAVINGS BANK, F.A.
By /s/ Xxxx Xxx
---------------------------------
Name: Xxxx Xxx
-------------------------------
for the Board of Directors
ATTEST:
By /s/ Xxxxx Xxxxxxx
------------------------
Secretary
[Seal]
