October 25, 1995
Peoples Heritage Financial Group, Inc.
Xxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxx 00000
Ladies and Gentlemen,
This letter agreement is being entered into in connection with the
execution of an Agreement and Plan of Merger, dated as of the date
hereof (the "Agreement"), among Peoples Heritage Financial Group, Inc.
(the "Acquiror"), First Coastal Banks, Inc. (the "Acquiror Sub") and
Bank of New Hampshire Corporation (the "Company"), pursuant to which,
among other things, the Acquiror Sub will merge with and into the
Company (the "Merger"), subject to the terms and conditions set forth in
the Agreement. Capitalized terms which are used but not defined herein
shall have the meanings ascribed to such terms in the Agreement.
The purpose of this letter agreement is to confirm our mutual
understandings and agreements with regard to the Amended and Restated
Agreement as to Future Employment between the Company and the
undersigned executive officer of the Company (the "Executive") (which
agreement is hereinafter referred to as the "Employment Agreement").
Provided that the Company and the Acquiror certify to each other on or
before December 29, 1995 (the "Payment Date") that it is not then aware
of any facts applicable to it that would be likely to prevent approval
of the Merger or the Bank Merger by any Governmental Entity (which each
company agrees to do unless it is aware of any such facts and provides a
reasonable description thereof in writing to the other pursuant to
Section 5.15 of the Agreement), the Company agrees to pay, and the
Executive agrees to accept payment of, (i) the amount set forth in
Section 6(a)(i)(B) of the Employment Agreement and (ii) 25% of the
amount due pursuant to Section 6(a)(i)(C) of the Employment Agreement,
in each case less applicable withholding taxes pursuant to Section 12(d)
of the Employment Agreement, on or before the Payment Date, such
payments to be made as if the Effective Date, as defined in Section 1 of
the Employment Agreement, was the Payment Date and the Executive
terminated his employment for Good Reason on such date. The Executive,
the Company and the Acquiror agree that the amount payable pursuant
hereto on the Payment Date by the Company to the Executive pursuant to
Section 6(a)(i)(B) of the Employment Agreement is $XXXXXX, less
applicable withholding taxes.
The Executive agrees, on his behalf and on behalf of his heirs, assigns,
executors, administrators and legal representatives, that (i) the
Company's payment of the amount required by Section 6(a)(i)(B) of the
Employment Agreement pursuant to this letter agreement shall be in full
satisfaction of all obligations of the Company, any successor thereto
and the Acquiror under such section of the Employment Agreement and (ii)
upon the Executive's receipt of the aforesaid payment, the Company, any
successor thereto and the Acquiror will be released from any further
obligation, liability or claim under or relating to Section 6(a)(i)(B)
of the Employment Agreement whenever arising. The Executive further
agrees, on his behalf and on behalf of his heirs, assigns, executors,
administrators and legal representatives, that (i) the Company's partial
payment of the amount required by Section 6(a)(i)(C) of the Employment
Agreement pursuant to this letter agreement shall be a dollar for dollar
reduction of any obligation which the Company, any successor thereto or
the Acquiror may have under such section of the Employment Agreement and
(ii) upon the Executive's receipt of the aforesaid payment, the Company,
Peoples Heritage Financial Group, Inc.
October 25, 1995
Page Two
any successor thereto and the Acquiror will be released from any further
obligation, liability or claim under or relating to such dollar amount
which may be payable pursuant to Section 6(a)(i)(C) of the Employment
Agreement whenever arising.
In the event that the Merger is not consummated pursuant to the
Agreement after the Payment Date (unless the failure of such occurrence
shall be due to the failure of the Company to perform or observe in any
material respect any of its obligations under the Agreement to be
performed or observed by it on or prior to the Effective Time), the
Acquiror shall, within five days following termination of the Agreement
in accordance with its terms, promptly reimburse the Company for the
amounts paid to the Executive pursuant hereto on or prior to the Payment
Date. In the event that the Acquiror reimburses the Company for the
amounts paid to the Executive pursuant hereto and a Change of Control
(as defined in the Employment Agreement) not involving the Acquiror
occurs subsequent to the Payment Date, the Company agrees to reimburse
the Acquiror for an identical amount at the time, if any, that a payment
is first made to the Executive pursuant to Section 6(a)(i)(A) or (C) or
Section 6(a)(ii) of the Employment Agreement. The Company and the
Executive hereby agree not to effect any amendment, modification, change
or termination of, or waiver pursuant to, the Employment Agreement which
would adversely affect the rights of the Acquiror under the preceding
sentence.
The Company and the Executive agree that each reference to the
Employment Agreement contained therein shall be deemed to include this
letter agreement, it being the intention of the parties that, among
other things, the requirements of Section 11(c) of the Employment
Agreement apply to this letter agreement.
Notwithstanding anything to the contrary contained herein, this letter
agreement shall not be deemed to affect or modify any other provision of
the Employment Agreement, including without limitation the definition of
the Effective Date in Section 1 thereof for all purposes other than
Section 6(a)(i)(B), provided that Section 12(g) of the Employment
Agreement shall be amended by adding at the end thereof the phrase
",except as set forth in a letter agreement among the Corporation, the
Executive and Peoples Heritage Financial Group, Inc. dated as of October
25, 1995."
Notwithstanding anything to the contrary contained herein, this letter
agreement may be terminated by the Acquiror at any time prior to the
Payment Date by written notice to the Company and the Executive in the
manner set forth in Section 11 of the Employment Agreement. This letter
agreement may not be amended without the prior written consent of the
Acquiror.
This letter agreement may be executed in any number of counterparts
which together shall constitute but one agreement.
This letter agreement may not be assigned by any party hereto and shall
be binding on their respective successors and, in the case of the
Executive, heirs and other legal representatives.
Peoples Heritage Financial Group, Inc.
October 25, 1995
Page Three
Each of the Company and the Executive has caused this letter agreement
to be duly executed as of the date first above written.
BANK OF NEW HAMPSHIRE CORPORATION
By: /s/
Name:
Title:
/s/
Name:
Agreed and accepted this 25th
day of October 1995 by Peoples
Heritage Financial Group, Inc.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Chairman, President and
Chief Executive Officer
