EXHIBIT 10.7
EMPLOYMENT AGREEMENT
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THIS AGREEMENT made the 1st day of April 1995, by and between Xxxxxx
Chartered Bancorp, Inc., a company, organized and existing under and by virtue
of the laws of the State of New York with principal offices located at Xxxxx 00,
XxXxxxxxxxxxx, Xxx Xxxx 00000, hereinafter (the "Company") and Xxxx X. Xxxxxx,
residing at 0 Xxxxxx Xxxxx, XxXxxxxxxxxxx, Xxx Xxxx 00000, hereinafter
("Xxxxxx").
WHEREAS, Xxxxxx is now employed by the Company as its Chief Financial
Officer and is considered an Executive Officer as defined by the United States
Code and regulations promulgated by the Federal Reserve Board of the United
States of America, and
WHEREAS, the Board of Directors of the Company has adopted several
personnel policies relating to Officers employed by the Company, and
WHEREAS, the parties desire to enter into an agreement to incorporate these
personnel policies as well as to set forth their agreement with respect to other
issues relating to the employment of Xxxxxx as Chief Financial Officer of the
Company.
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter contained, it is agreed by and between the parties as follows:
1. Employment: The Company employs and engages Xxxxxx as its Chief
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Financial Officer and Xxxxxx accepts and agrees to employment, subject to the
general supervision of the Chairman and Chief Executive Officer and pursuant to
the orders, advice, and direction of the Board of Directors of the Company.
Xxxxxx shall perform such other duties as customarily performed by one holding
such a position in the business of banking.
2. Term of Employment: The term of this Agreement shall be a period of
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two (2) years, commencing April 1, 1995, and terminating March 31, 1997,
subject, however, to prior termination as hereinafter provided. At the
expiration of March 31, 1997, and at subsequent expiration dates, this Agreement
shall be considered automatically renewed for successive periods of one (1)
year, provided neither party submits a written notice of termination not later
than thirty (30) days prior to the expiration date.
3. Compensation: The Company shall pay Xxxxxx, and Xxxxxx shall accept
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from the Company in full payment for his services as Chief Financial Officer,
base compensation at the rate of ONE HUNDRED FIVE THOUSAND ($105,000) DOLLARS
payable at the rate of FOUR THOUSAND THIRTY-EIGHT DOLLARS AND FORTY-SIX CENTS
($4,038.46) per pay period while this Agreement shall be in force ("Base
Compensation"). Xxxxxx will also be appointed as a Senior Vice President of the
First National Bank of the Xxxxxx Valley (the "Bank"). Additionally, Xxxxxx
will be a member of the Senior Management Committee of the First National Bank
of the Xxxxxx Valley. Xxxxxx'x compensation shall be periodically reviewed in
accordance with the Company's normal compensation review program.
4. Benefits: Xxxxxx shall participate in all generally available
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employee benefit plans and programs for Senior Officers of the Company and the
Bank of every nature and shall, in fact, be entitled to participate in and be a
member of all such benefit plans and, where such plans are "proportionate to
compensation" plans, in proportion to his compensation hereunder. Benefit plans
shall include, but not be limited to group life, disability, hospitalization and
major medical insurance coverages, stock options, stock purchase or bonus plans,
retirement programs, profit sharing arrangements and other incentive
compensation plans. Xxxxxx'x eligible dependents shall also be covered under
any such plans and benefit programs to the extent that dependents of other
employees are similarly provided for.
Xxxxxx shall be provided with a company automobile under arrangements at
least equivalent to those currently in effect with respect to other Bank Senior
Vice Presidents.
Xxxxxx is authorized to incur reasonable expenses for promoting the
business of the Bank and the Company. Upon submission of proper documentation,
the Bank shall reimburse him for all expenses including entertainment, travel,
and miscellaneous other expenses reasonably incurred in promoting the business
of the Bank and the Company and in performing his duties as an Officer of the
Bank and the Company.
5. Performance of Duties: Xxxxxx agrees that he will at all times
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faithfully, industriously, and to the best of his ability, experience and
talent, perform all of the duties that may be required of and from him pursuant
to the express terms herein and to the reasonable satisfaction of the Company.
Such duties shall be rendered at Xxxxx 00, XxXxxxxxxxxxx, Xxx Xxxx, and at such
other place or places as the Company shall in good faith require or as the
interest, needs, business or opportunity of the Bank shall require or make
advisable.
6. Termination: This Agreement may be terminated by either party on
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thirty (30) days written notice to the other. If the Company terminates this
Agreement for any reason other than willful misconduct, gross negligence, or
illegal behavior, Xxxxxx shall be entitled to compensation equaling twelve (12)
months of one hundred (100%) percent of his Base Compensation received by him at
such time; and payment for all accrued sick days and vacation days not used by
Xxxxxx as of the date of termination to be paid on a per diem rate of
compensation for such days. This payment shall be a lump-sum to Xxxxxx no later
than ten (10) days from the effective date of his termination.
In addition, the Company shall provide and continue to provide for twelve
(12) months after termination such insurance benefits (including medical and
life insurance) as the Company generally provides for any group or class of
employee of which the employee would have been a member if his employment had
continued on the same terms and conditions generally applicable to participants.
In addition to providing severance pay and benefits, as described above,
the Company will also provide out-placement services, at the Company's expense.
In the event the Company elects not to renew this contract upon any
expiration date in accordance with Paragraph 2, but does not elect to terminate
Xxxxxx'x employment, Xxxxxx may elect, by written notice not later than thirty
(30) days following expiration of this contract, to terminate his employment.
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Upon the effective date of his termination, Xxxxxx shall be entitled to receive
payment equal to six (6) months of one hundred (100%) percent of his then
current Base Compensation plus payment for his accrued sick days and vacation
days not used as of the date of termination (to be paid on a per diem rate of
compensation for such days.)
If Xxxxxx shall terminate this Agreement other than as indicated
immediately above, he shall be entitled to payment for his accrued sick days and
vacation days not used as of the date of termination to be paid on a per diem
rate of compensation for such days. Xxxxxx shall not be entitled to payment for
sick or vacation days if he fails to provide thirty (30) days notice to the
Company.
7. Option in the Event of Merger or Sale: In the event that the Company
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shall cease to operate as an "independent" Company or part of an "independent"
banking group, whether by sale merger, or otherwise, and Xxxxxx is not appointed
Chief Financial Officer of the successor company, then and in that event Xxxxxx
shall have the option to terminate this Agreement immediately or to elect to
continue employment. In the event Xxxxxx elects to terminate this Agreement, he
shall be entitled to receive payment equal to the remaining Base Compensation at
the rate then in effect for the period until the then expiration date of the
Agreement (but not less than twelve (12) months of Base Compensation) either in
a lump-sum payment payable not later than thirty (30) days from the effective
date of termination or monthly payments over the remaining period until the then
expiration date of the Agreement. Xxxxxx shall also be entitled to participate
in all benefit plans until the then expiration date of the Agreement on the same
terms and conditions generally applicable to participants.
8. Contract Terms to be Exclusive: This written Agreement contains the
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entire agreement between the parties and supersedes any and all other agreements
between the parties. The parties acknowledge and agree that neither of them has
made any representation with respect to the subject matter of this Agreement or
any representations inducing the execution and delivery hereof except such
representations as are specifically set forth herein, and each of the parties
hereto acknowledges that he or it has relied on his or her own judgement in
entering into the same. The parties hereto further acknowledge that any
statements or representations that may have heretofore been made by either of
them to the other are void and of no effect and that neither of them has relied
thereon in connection with his or its dealing with the other.
9. Waiver or Modification Ineffective Unless in Writing: It is further
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agreed that no waiver or modification of this Agreement or of any covenant,
condition, or limitation herein contained shall be valid unless in writing and
duly executed by the party to be charged therewith and that no evidence of any
waiver or modification shall be offered or received in evidence in any
proceedings, arbitration, or litigation between the parties hereto arising out
of or affecting this Agreement, or the rights or obligations of any party
hereunder, unless such waiver or modification is in writing, duly executed as
aforesaid, and the parties further agree that the provisions of this paragraph
may not be waived except as herein set forth. Notwithstanding anything to the
contrary contained in this Agreement, in the event that this Agreement is
renewed as provided herein, the approval of a new rate of compensation and other
benefits for Xxxxxx as established by the Board of Directors of the Company
shall be
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considered to be an amendment to this Agreement, but that all other terms and
provisions of this Agreement shall govern in all respects in subsequent years.
10. Contract Governed by Law of State of New York: The parties hereto
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agree that it is their intention and covenant that this Agreement and
performance hereunder and all suits and special proceedings hereunder be
construed in accordance with and under and pursuant to the laws of the Sate of
New York and that any action, special proceedings, or other proceeding that may
be brought arising out of, in connection with, or by reason of this Agreement,
the laws of the State of New York shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to the jurisdiction in
which any action or special proceeding may be instituted.
11. Survivorship of Benefits: This Agreement shall be binding on and
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inure to the benefit of the respective parties hereto and their executors,
administrators, heirs, successors, assigns, and personal representatives.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
XXXXXX CHARTERED BANCORP, INC.
By: /s/ T. Xxxxxxxxx Xxxxxxxxxx
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T. Xxxxxxxxx Xxxxxxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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STATE OF NEW YORK
COUNTY OF DUTCHESS
On this 29th day of June, 1995, before me, personally came T. Xxxxxxxxx
Xxxxxxxxxx III to me known, who being by me, duly sworn, did depose and say that
he resides at East Fishkill, New York; that he is the Chairman and CEO of Xxxxxx
Chartered Bancorp, Inc., the corporation described in and which execute the
above instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation, and that he signed his name
thereto by like order.
/s/ Xxxxxx X. Xxxxxx
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Notary Public
STATE OF NEW YORK
COUNTY OF DUTCHESS
On this 29th day of June, 1995, before me, the subscriber, personally
appeared XXXX X. XXXXXX, to me personally known and known to me to be the same
person described in and who executed the within instrument and he acknowledged
to me that he executed the same.
/s/ Xxxxxx X. Xxxxxx
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Notary Public
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