EXHIBIT 10.3a
FINANCIAL INSTITUTION EXECUTIVE'S AGREEMENT
Agreement
AGREEMENT made this 14th day of July, 1999, by and between SOUND FEDERAL
SAVINGS AND LOAN ASSOCIATION, which has its principal office at 000 Xxxxxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxx (hereinafter referred to as the "Bank") and XXXXXXX
X. XxXXXXXXXX (hereinafter referred to as the "Employee"). Any reference herein
to "Company" shall mean Sound Federal Bancorp, a federal stock corporation, or
any successor thereto.
Witnesseth:
WHEREAS, the Employee is President and Chief Executive Officer of the Bank
and has developed an intimate and thorough knowledge of the Bank's business
methods and operations; and
WHEREAS, the retention of the Employee's services for and on behalf of the
Bank is of material importance to the preservation and enhancement of the value
of the Bank's business; and
WHEREAS, the Employee is presently employed under an employment agreement
entered into on December 31, 1997, as amended, on January 20, 1999; and
WHEREAS, the Bank and the Employer desires to further revise such
employment agreement and such further revisions are set forth in this Agreement,
which supercedes the prior employment agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, the Bank and the Employee agree as follows:
Section 1. Employment Term. The Bank employs the Employee as President and
Chief Executive Officer and the Employee accepts this employment and agrees to
render services to the Bank on the terms and conditions set forth in this
Agreement. The initial term of employment shall commence on July 20, 1998 and
shall terminate on December 31, 2000, unless further extended or sooner
terminated in accordance with this Agreement. Commencing on January 1, 1999 (the
"Anniversary Date" of this Agreement), and continuing at each Anniversary Date
thereafter, the Agreement shall renew for an additional year such that the
remaining term shall be three (3) years unless written notice is provided to
Executive at least ten (10) days and not more than sixty (60) days prior to any
such Anniversary Date, that his employment shall cease at the end of thirty-six
(36) months following such Anniversary Date. Prior to each notice period for
non-renewal, the Board of Directors ("Board") of the Bank will conduct a
comprehensive performance evaluation and review of the Executive for purposes of
determining whether to extend the Agreement, and the results thereof shall be
included in the minutes of the Board's meeting.
Section 2. Duties. The Employee shall perform executive services for the
Bank as may be consistent with the Employee's title, along with those other
duties that may be assigned from time to time by the Bank's Board of Directors.
During this Agreement's term, the Employee's full business time and best efforts
shall be devoted to the affairs and business of the Bank, as is customarily
required for the position of President and Chief Executive Officer. The services
of the Employee shall be rendered principally in Mamaroneck, New York but the
Employee shall
do any traveling and render services at such other present or future offices on
behalf of the Bank as may be reasonably required.
Section 3. Restricted Activities. The Employee agrees that during
employment, except with the express consent of the Bank's Board of Directors,
the Employee will not, directly or indirectly, engage or participate in, become
a director of, or render advisory or other services for, or in connection with,
or become interested in, or make any financial investment in any firm,
corporation, business entity or business enterprise competitive with any
business of the Bank; provided, however, that the Employee shall not be
precluded or prohibited from owning passive investments, including investments
in the securities of other financial institutions, so long as ownership does not
require the Employee to devote substantial time to management or control of the
other business or activities in which the Employee has invested.
Section 4. Remedies. The Employee agrees and acknowledges that by virtue
of this employment, the Employee will obtain and maintain an intimate knowledge
of the Bank's activities and affairs, including trade secrets and other
confidential matters. As a result, and also because of the special, unique and
extraordinary services that the Employee is capable of performing for the Bank
or one of its competitors, the Employee recognizes that the services to be
rendered are of a character giving them a peculiar value, the loss of which
cannot be adequately or reasonably compensated for by damages. The Employee
agrees that if the Employee fails to render to the Bank the services required,
the Bank shall be entitled to immediate injunctive or other equitable relief to
restrain the Employee, in addition to any other remedies to which the Bank may
be entitled under law.
Section 5. Compensation. The Bank will compensate and pay the Employee for
the Employee's services during this Agreement's term a minimum base salary of
One Hundred Thirty- Seven Thousand and Five Hundred ($137,500) Dollars for the
year ending December 31, 1999. Subsequent annual salary in amounts determined by
the Bank's Board of Directors from year to year shall be memorialized by a duly
executed Addendum to be appended hereto.
Section 6. Vacation. The Employee shall be entitled to a vacation of four
(4) weeks per calendar year, arranged to coordinate with the Employee's duties.
If for any reason the Employee's full entitlement is not taken in any calendar
year, the unused portion thereof shall be lost or deemed waived. The Employee
shall also be entitled to observe holidays on which the Bank is closed.
Section 7. Benefits. The Employee shall be entitled to participate in any
Bank Plan relating to pension, profit sharing, or other retirement benefits,
along with any medical, dental, and life insurance coverage or reimbursement
plans that the Bank may adopt for its employees. The Employee shall be permitted
to participate in the Bank's medical, dental, and life insurance coverage and
reimbursement plans to the extent that such plans exist and as constituted from
time to time until the Employee s death; provided, however, that if the
employment of the Employee is terminated by the Employee for "good reason" (as
defined in Section 11(h) hereof) or by the Bank other than for "just cause" (as
defined in Section 11(a) hereof) prior to the attainment of age 70, he shall be
entitled to participate in such plans until age 70, to the same extent as set
forth in Section 11(m) hereof.
Section 8. Disability. (a) If the Employee shall become disabled or
incapacitated to the extent that the Employee is unable to perform the duties of
President and Chief Executive
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Officer, the Employee shall continue to receive the following percentages of
compensation, exclusive of any benefits which may be in effect for Bank
employees under this Agreement's Section 7 for the following periods of the
Employee's disability: 100% for the first six (6) months, and 60% thereafter for
this Agreement's remaining term. Upon returning to active duties, the Employee's
full compensation shall be reinstated on a "go forward" basis. Should the
Employee return to active employment on other than a full-time basis, then the
Employee's compensation for the remainder of the then existing term of
employment, as set forth in Section 5, shall be reduced on such terms as the
Bank's Board of Directors shall determine.
(b) There shall be deducted from the amounts paid to the Employee under
this Section during any period of disability any amounts actually paid to the
Employee pursuant to any disability insurance, workers' compensation or other
similar program that the Bank has instituted or may institute on behalf of its
employees for the purpose of compensating the Employee for a disability,
including those payable under disability insurance policies covering the
Employee issued by Commercial Union Insurance Company or any successor issuer(s)
or policies, but the Bank shall continue the program of reimbursement and
payment of premiums as previously conducted.
(c) For purposes of this Agreement, the Employee shall be deemed disabled
or incapacitated if the Employee, due to physical or mental illness, shall have
been absent from duties with the Bank on a full-time basis for thirty (30) days
provided, that, if the Employee shall not agree with a determination to
terminate the Employee because of disability or incapacity, the question of the
Employee's ability shall be submitted to an impartial and reputable physician
selected by the parties and such physician's determination regarding disability
or incapacity shall be final and binding.
Section 9. Stock Options. During this Agreement's term, the Employee will
be entitled to participate in and receive the benefits of any stock option,
profit sharing, or other plans, benefits, and privileges given to employees and
executives of the Bank or its subsidiaries and affiliates that may come into
existence to the extent commensurate with the Employee's then duties and
responsibilities, as fixed by the Bank's Board of Directors or any Committee of
the Board or of the Bank selected for this purpose; and, to the extent the
Employee is otherwise eligible and qualifies, to so participate in and receive
these benefits or privileges. The Bank shall not make any changes in these
plans, benefits or privileges that would adversely affect the Employee's rights
or benefits unless the change occurs pursuant to a program applicable to all
Bank executive officers and does not result in a proportionately greater adverse
change in the rights of or benefits to the Employee as compared with any other
Bank executive officer. Nothing paid to the Employee under any plan or
arrangement presently in effect or made available in the future shall be deemed
to be in lieu of the salary payable to the Employee pursuant to Section 5.
Section 10. Expenses. The Bank shall reimburse the Employee or otherwise
provide for or pay for all reasonable expenses incurred by the Employee in
furtherance of or in connection with the Bank's business, including, but not by
way of limitation, automobile and traveling expenses and all reasonable
entertainment expenses whether incurred at the Employee's residence, while
traveling, or otherwise, subject to reasonable limitations as may be established
by the Bank's Board of Directors, provided these expenses are deductible by the
Bank for federal income taxation purposes. If these expenses are paid in the
first instance by the Employee, the Bank will reimburse the Employee.
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Section 11. Termination. (a) (1) The Bank's Board of Directors may
terminate the Employee's employment at any time, but any termination by the
Bank's Board of Directors other than termination for just cause, shall not
prejudice the Employee's right to compensation or other benefits under the
Agreement. The Employee shall have no right to receive compensation or other
benefits for any period after termination for just cause. Termination for just
cause shall include termination because of the Employee's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law rule, or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order, or material breach of any provision of this
Agreement.
(2) If the Employee 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)(l) of the Federal Deposit Insurance Act (12 U.S.C.
1818(e)(3) and (g)(1)) the Bank's obligations 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
the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate (in whole or in part) any of its
obligations which were suspended.
(3) If the Employee 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 (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
contracting parties shall not be affected.
(4) If the Bank is in default (as defined in section 3(x)(1) of the
Federal Deposit Insurance Act), all obligations under this Agreement shall
terminate as of the date of default, but this paragraph (b)(4) shall not affect
any vested rights of the contracting parties.
(5) 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 or his or her designee, at the time the
Federal Deposit Insurance Corporation enters into an agreement
to provide assistance to or on behalf of the Bank under the
authority contained in section 1 3(c) of the Federal Deposit
Insurance Act; 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 hereto that have already vested, however, shall not be
affected by such action.
(b) In the event employment is terminated for just cause pursuant to
Section 11(a), the Employee shall have no right to compensation or other
benefits for any period after the termination date. If the Employee is
terminated by the Bank other than for just cause pursuant to
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Section 11(a) the Employee's right to compensation and other benefits shall be
as set forth in Section 11(j). If employment is terminated for just cause, the
Employee shall have the right, at the Employee's sole option, to appear at the
next scheduled regular or special meeting of the Bank's Board of Directors at
which a quorum of the Board is present so that the Board may hear argument from
the Employee or counsel or both and reconsider the termination. The Board of
Directors shall deliver to the Employee its reconsidered determination in
writing within twenty (20) days after the meeting. This procedure shall not
prejudice the rights of either party under Section 20.
(c) The Employee shall have the right, upon prior written Notice of
Termination of not less than thirty (30) days satisfying the requirements of
Section 11(k), to terminate employment, but in this event, the Employee shall
have no right after the termination date to compensation or other benefits as
provided in this Agreement, unless the termination is for good reason, as
defined, pursuant to Section 11 (i). If the Employee provides a Notice of
Termination for good reason, as defined, the termination date shall be the date
on which a Notice of Termination was given.
(d) If the Employee 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 (12 U.S.C. 1818
(e)(3) and (g)(1)) the Bank's obligations 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
the Employee all or part of the compensation withheld while its contractual
obligations were suspended and (ii) reinstate (in whole or in part) any of its
obligations which were suspended.
(e) All obligations under this Agreement may be terminated: (i) by the
FDIC or successor or other regulatory agency at the time such agency enters into
an agreement to provide assistance to or on behalf of the Bank under the
authority contained in Section 406(f) of the National Housing Act; and (ii) by
the OTS or successor or other regulatory agency at the time that such agency
approves a supervisory merger to resolve problems related to the Bank's
operations or when the Bank is determined by the OTS or other agency to be in an
unsafe or unsound condition, but the Employee's rights to compensation earned as
of that date shall not be affected.
(f) If the Bank is in default, as defined to mean an adjudication or other
official determination by a court of competent jurisdiction or other public
authority pursuant to which a conservator. receiver, or other legal custodian is
appointed for the Bank for liquidation purposes, all obligations under this
Agreement shall terminate as of the date of default, but the Employee's rights
to compensation earned as of the termination date shall not be affected.
(g) In the event that the Employee is terminated in a manner that violates
the provisions of Section 11(a), as determined by arbitration in accordance with
Section 20, the Employee shall be entitled to reimbursement for all reasonable
costs, including attorney's fees, in challenging the termination. This
reimbursement shall be in addition to all rights to which the Employee is
otherwise entitled under this Agreement. Notwithstanding the above, the Employee
shall be entitled to indemnification from the Bank consistent with the
indemnification permitted by the OTS Rules and Regulations for Federal
Associations, codified at 12 C.F.R. Sec. 545.121, and to the full extent
contemplated by the Bank's Bylaws. In addition, if the Employee serves as a
director, officer, or employee of any affiliate of the Bank, the Employee shall
be entitled to
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indemnification and exculpation from liability to the full extent permitted by
applicable law, and the Bank agrees to cause all necessary provisions to be
included in, or changes made to, the Articles of Incorporation or Bylaws of
these affiliates required to accomplish this.
(h) The Employee may terminate employment for good reason. For purposes of
this Agreement, "good reason" shall mean: (i) a failure by the Bank to comply
with any material provision of this Agreement, which failure has not been cured
within ten (10) days after a notice of noncompliance has been given by the
Employee to the Bank; (ii) the occurrence of a Change in Control, as defined in
Section 11(k), at any time during the term of this Agreement; or (iii) any
purported termination of the Employee's employment which is not effected
pursuant to a Notice of Termination satisfying the requirements of Section
11(i).
(i) Any termination of the Employee's employment by the Bank or by the
Employee shall be communicated by written Notice of Termination to the other
party only after any applicable grace period's expiration that may be set forth
in this Agreement. For purposes of this Agreement, a "Notice of Termination"
shall mean a dated notice which shall (i) indicate the specific termination
provision in the Agreement relied upon; (ii) set forth in reasonable detail the
facts and circumstances claimed to provide a basis for the Employee's employment
termination under the provision so indicated; (iii) specify a termination date
which shall be not less than fifteen (15) days nor more than thirty (30) days
after a Notice of Termination is given, except in the case of the Bank's
termination of the Employee's employment for just cause pursuant to Section
11(a), for which the Notice of Termination must specify that the termination is
effective immediately; and (iv) be given in the manner specified in Section 14.
(j) If the Employee shall terminate employment for good reason pursuant to
Section 11(h) or if the Bank terminates the Employee other than for just cause,
then in lieu of any further salary payments to the Employee for periods
subsequent to the termination date, the Bank shall pay as severance to the
Employee an amount equal to: (i) three (3) times the Employee's average annual
compensation (computed on the basis of the most recent five (5) taxable years)
paid to the Employee and includable in the Employee's gross income for federal
income tax purposes on the date on which the termination occurs, this payment to
be made in a lump sum on or before the thirtieth (30) day following the
termination date; provided, however, that any payments made to the Employee
pursuant to this Agreement or otherwise, are subject to and conditioned upon
compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated
thereunder. If for any reason the basis for termination of this Agreement or
payment of amounts under this Section is disputed by either party to this
Agreement or any other person or agency, then pending resolution of any dispute,
within three (3) months after the due date of the payment, the Bank shall
deliver the entire amount calculated in accordance with this Section to an
independent trustee to hold in an interest bearing account in trust for the
benefit of the Employee and the Bank, whichever may be ultimately entitled to
the same. The trustee shall be a bank or savings institution other than the
Bank, with deposits of at least $250,000,000, unrelated to any parties in the
dispute, and disinterested in any transaction arising out of or engendering the
dispute. If the parties are unable to agree upon a trustee within this time
period, then either party may seek immediate relief from a court of competent
jurisdiction without the necessity of first resorting to arbitration under
Section 20. In addition, the Bank agrees that the Employee would have no
adequate remedy at law for breach of these obligations, and the Employee shall
be entitled to immediate injunctive and other appropriate equitable relief to
enforce the same without the necessity of first resorting to arbitration under
Section 20.
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(k) For purposes of this Agreement, a Change in Control of the Bank or the
Company 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 and the Rules and Regulations promulgated by the Office of Thrift
Supervision (or its predecessor agency), as in effect on the date hereof; 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 Bank or the Company representing 25% or more of the Bank's or the Company's
outstanding securities except for any securities of the Bank purchased by the
Company in connection with the conversion of the Bank to the stock form and any
securities purchased by the Bank's employee stock ownership plan and 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, however, that this sub-section (b) shall not apply if the Incumbent
Board is replaced by the appointment by a Federal banking agency of a
conservator or receiver for the Bank and, provided further that any person
becoming a director subsequent to the date hereof whose election was approved by
a vote of at least two-thirds 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 (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 Bank or
similar transaction with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to such plan or
transaction are exchanged for or converted into cash or property or securities
not issued by the Bank or the Company shall be distributed and the requisite
number of proxies approving such plan of reorganization, merger or consolidation
of the Company or Bank are received and voted in favor of such transactions; or
(e) a tender offer is made for 25% or more of the outstanding securities of the
Bank or Company and shareholders owning beneficially or of record 25% or more of
the outstanding securities of the Bank or 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. Notwithstanding anything to the contrary
herein, in the event that the Bank and the Company reorganize from the two-tier
mutual holding company structure to the single tier stock holding company
structure, such reorganization shall not be deemed a Change in Control for any
purpose under this Agreement. Notwithstanding anything to the contrary herein,
in the event that the Bank and the Company reorganize from the two-tier mutual
holding company structure to the single tier stock holding company structure,
such reorganization shall not be deemed a Change in Control for any purpose
under this Agreement.
(l) The Employee shall not be required to mitigate the amount of any
payment provided for in Section 11(j) by seeking other employment or otherwise.
No other employment or compensation from other sources or employers shall affect
or reduce the amounts or obligations of the Bank to make payments or provide the
benefits or arrangements to the Employee under this Agreement.
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(m) Notwithstanding any provision in this Agreement, in the event of
termination by the Employee for "good reason" or by the Bank other than for just
cause, all then existing medical, dental, life insurance, and other applicable
benefit plans shall continue in force for the Employee's benefit at the Bank's
sole cost and expense until the employee attains the age of 70 years, provided,
however, that if the Employee shall subsequently receive equivalent medical or
dental coverage from a new employer, the Bank shall no longer be obligated to
continue to provide such coverage.
Section 12. Other Benefits. Notwithstanding anything to the contrary, the
payment or obligation to pay any monies, or granting of any rights or privileges
to the Employee as provided in this Agreement shall not be in lieu or derogation
of the rights and privileges that the Employee now has under any plan or benefit
presently outstanding.
Section 13. Agreement Changes. This Agreement may not be modified,
changed, amended, or altered except in writing, signed by the Employee or by the
Employee's duly authorized representative, and by a duly authorized Bank officer
or Chairman of the Bank's Board of Directors.
Section 14. Notices. All notices given or required to be given shall be in
writing, sent by United States first-class certified or registered mail, return
receipt requested postage prepaid, to the Employee or to the Employee's spouse
or estate upon the Employee's death at the Employee's last-known address, and to
the Bank at its principal office. All notices shall be effective when deposited
in the mail in the manner specified in this Section. Either party by a notice in
writing may change or designate the place for receipt of all notices.
Section 15. Waiver of Rights. No course of conduct between the Bank and
the Employee and no delay or omission of the Bank or the Employee to exercise
any right or power given under this Agreement shall: (i) impair the subsequent
exercise of any right or power; or (ii) be construed to be a waiver of any
default or any acquiescence in or consent to the curing of any default while any
other default shall continue to exist, or be construed to be a waiver of a
continuing default or of any other right or power that shall have arisen; and
every power and remedy granted by law and by this Agreement to any party may be
exercised from time to time, and as often as may be deemed expedient. All of the
rights and powers shall be cumulative to the fullest extent permitted by law.
Section 16. Prior Agreements. This Agreement supersedes any and all prior
Employment Agreements written or verbal, between the parties all of which are
canceled.
Section 17. Successors. This Agreement shall inure to the benefit of and
be binding upon the Employee, and, to the extent applicable, the Employee's
heirs, assigns, executors, and personal representatives, and upon the Bank, its
successors, and assigns, including, without limitation, any person, partnership,
or corporation that may acquire all or substantially all of the Bank's assets
and business, or with or into which the Bank may be consolidated or merged, and
this provision shall apply in the event of any subsequent merger, consolidation,
or transfer unless a merger or consolidation or subsequent merger or
consolidation is a transaction of the type that would result in termination
under sections 11(f) and 11(g).
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Section 18. Assignment. This Agreement is personal to each of the parties
and neither party may assign or delegate any of its rights or obligations under
this Agreement without the prior written consent of the other party.
Section 19. Applicable Law. This Agreement shall be governed in all
respects and be interpreted by and under the laws of the State of New York,
except to the extent that the law may be preempted by applicable federal law,
including regulations, opinions, or orders duly issued by the OTS or FDIC or
successor or other regulatory agency ("Federal Law"), in which event this
Agreement shall be governed and be interpreted by and under Federal Law.
Section 20. Arbitration. Except as otherwise expressly provided elsewhere
in this Agreement, in the event that any dispute should arise between the
parties as to the meaning, effect, performance, enforcement, or other issue in
connection with this Agreement, which dispute cannot be resolved by the parties,
except the question of Employee's disability under Section 9(c), the dispute
shall be decided by final and binding arbitration of a panel of three
arbitrators who shall be present or former executives of Federal savings
institutions located in the United States. Proceedings in arbitration and its
conduct shall be governed by the rules of the American Arbitration Association
("AAA") applicable to commercial arbitrations (the "Rules") except as modified
by this Section. The Employee shall appoint one arbitrator, the Bank shall
appoint one arbitrator, and the third shall be appointed by the two arbitrators
appointed by the parties. The third arbitrator shall be impartial and shall
serve as chairman of the panel. The parties shall appoint their arbitrators
within thirty (30) days after the demand for arbitration is served, failing
which the AAA promptly shall appoint a defaulting party's arbitrator, and the
two arbitrators shall select the third arbitrator within fifteen (15) days after
their appointment, or if they cannot agree or fail to so appoint, then the AAA
promptly shall appoint the third arbitrator. The arbitrators shall render their
decision in writing within thirty (30) days after the close of evidence or other
termination of the proceedings by the panel, and the decision of a majority of
the arbitrators shall be final and binding upon the parties, nonappealable,
except in accordance with the Rules and enforceable in accordance with the
Uniform Arbitration Act in force in the State of New York or any applicable
successor legislation. Any hearings in the arbitration shall be held in the
Village of Mamaroneck, New York unless the parties shall agree upon a different
venue, and shall be private and not open to the public. Each party shall bear
the fees and expenses of its arbitrator, counsel, and witnesses, and the fees
and expenses of the third arbitrator shall be shared equally by the parties. The
costs of the arbitration, including the fees of AAA, shall be borne as directed
in the decision of the panel.
Section 21. Separability. If for any reason, any section or portion of
this Agreement shall be held by a court to be invalid or unenforceable, it is
agreed that this shall not affect any other section or portion of this
Agreement.
Section 22. 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 provisions of all amounts and benefits
due hereunder to Employee 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.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written.
ATTEST: SOUND FEDERAL SAVINGS AND
LOAN ASSOCIATION
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxx
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Secretary
WITNESS: EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. XxXxxxxxxx
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