EMPLOYMENT AGREEMENT
THIS AGREEMENT, entered into as of this 30th day of September, 1997,
by and between FIRST REPUBLIC BANK, a Pennsylvania banking corporation ("Bank"),
and XXXXXX X. XXXX ("Executive"),
WHEREAS, Bank desires to employ Executive as Executive Vice President
and Chief Financial and Administrative Officer, subject to the terms and
conditions of this Agreement, and
WHEREAS, Executive desires to be employed in such capacity by Bank;
NOW THEREFORE, in consideration of the mutual promises contained
herein, and other good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound hereby, the
parties agree as follows:
1. Term. This Agreement shall commence on September 30, 1997 and
shall continue until terminated pursuant to the terms hereof.
2. Duties and Employment. The Bank hereby employs Executive as
Executive Vice President and Chief Financial and Chief Administrative Officer of
the Bank pursuant to the terms hereof. Executive shall faithfully perform such
duties as are customarily required of an Executive Vice President and Chief
Financial and Chief Administrative Officer and shall devote his entire time,
energy and attention to those duties and to such other duties as may be assigned
to him by the President and the Board of Directors of the Bank (the "Board").
3. Compensation.
(a) Regular Compensation. For all services rendered by
Executive under this Agreement, Bank shall pay Executive in accordance with the
normal payment practices of Bank an annual salary of One Hundred Twelve Thousand
Five Hundred 00/100 Dollars ($112,500.00) together with such interim increases
during the term of this Agreement approved by the Board or its compensation or
similar committee provided that eligibility for such increases in no way
guarantees any such increases, the grantors or withholding of which is totally
within the discretion of the Board or its committees.
(b) Compensation Plans. Executive shall be eligible to
participate in any bonus, stock purchase or grant, stock option, deferred
compensation or other compensation plans presently or hereafter maintained by
the Bank for its senior executives. Eligibility in no way guarantees
Executive's receipt of any bonus, stock grant, stock option or other
compensation pursuant to such plans, the granting of which is, and shall be, in
the sole discretion of the Board or its designated Compensation Committee or any
committee performing a similar function. Executive shall also be eligible to
participate in any retirement or savings plan presently or hereafter maintained
for the benefit of all employees of Bank.
(c) Benefits. Bank shall maintain such basic medical,
hospitalization, group life insurance, long term disability insurance and major
medical insurance coverage for Executive and his dependents as it maintains for
its Executives from time to time. Executive shall be entitled to a vacation in
accordance with policies set by the Board of Directors of the Bank ("Board").
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(d) Automobile Allowance. During the term of this Agreement,
Executive shall have a monthly automobile allowance of $600.00 plus
reimbursement for reasonable operating and significant maintenance expenses,
expenses for parking convenient to the Bank and use of a car telephone, as long
as such telephone is used primarily for business use.
(e) Travel Expense. During the term of this Agreement,
Executive shall be reimbursed for normal and reasonable travel expenses incurred
on behalf of the Bank.
(f) Entertainment Expense. Executive will be reimbursed for all
reasonable expenses incurred by Executive in fulfillment of his duties on behalf
of the Bank, including entertainment, business meals and the like.
(g) Approvals. All expenses incurred by the Executive under
subparagraphs (e) and (f) hereof must be approved by the President or Chairman
of the Bank.
4. Termination.
(a) The Bank may terminate this Agreement by giving twelve (12)
months written notice to the Executive; provided, however, that this Agreement
may not be terminated by Bank pursuant to this Paragraph 4(a) prior to March 31,
1998. Upon the giving of such notice all rights, duties and obligations
hereunder shall cease and terminate except as provided in Paragraphs 5, 6 and 7
hereof and except that Executive shall continue to be paid his salary
compensation only until the expiration of said twelve (12) month period.
(b) This Agreement shall automatically terminate upon the death
of Executive.
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(c) This Agreement shall automatically terminate upon
Executive's "total disability". The term "total disability" shall have the same
meaning as ascribed to it in the Bank's long-term disability insurance policy.
(d) In the event Executive is found to have engaged in gross
misconduct detrimental to the Bank or in the event Executive is indicted for a
criminal offense involving moral turpitude, Bank may terminate Executive for
cause immediately by sending written notice to such effect to the Executive.
(e) The Executive may terminate this Agreement at any time upon
thirty (30) days written notice to Bank and upon the lapse of said thirty (30)
day period all rights, duties and obligations of the parties hereunder shall
cease and terminate except as provided in Paragraphs 5, 6 and 7 hereof.
(f) Termination shall not prejudice any remedy that the
terminating party may have, either at law, in equity, or under this agreement.
5. Payments to Executive Upon Termination.
(a) In the event of the termination of Executive's employment
pursuant to Paragraphs 4(b) or (c), as consideration for Executive's services to
Bank prior to Executive's termination, Bank shall continue to pay to Executive,
or to his estate, as the case may be, for the duration of the Severance Period,
such compensation in such manner as had been received by Executive immediately
prior to termination. The "Severance Period" shall be a period of time
commencing at the termination of employment and continuing for ninety (90) days
thereafter.
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(b) Under no circumstances shall Bank be obligated to pay any
compensation to Executive following termination of employment pursuant to
Paragraphs 4(d) or (e) hereof; provided however, the provisions of Paragraphs
5(d) 6 and 7 hereof shall continue to be effective following such termination.
(c) Bank shall have the option to accelerate payment of the
sum(s) due during the Severance Period and to pay such sum(s) in such lump
payment(s) as Bank shall deem appropriate, provided that all such payments shall
be made during the Severance Period and the amount of such payments shall not be
greater than would have resulted from payment in accordance with Bank's standard
practices.
(d) If the Bank terminates this Agreement under Paragraph 4(a)
above, the Bank, at its option, may accelerate the payment of sums due to
Executive for the balance of the term of this Agreement and pay such sums in
such lump sum payments as Bank shall deem appropriate; provided that all such
payments shall be made during the twelve (12) month period following the notice
of termination of this Agreement and the total of such lump sum payments shall
not be less than would have resulted from payment in accordance with the Bank's
standard practices (and as to a termination prior to March 31, 1998, during such
eighteen (18) month period).
6. Non-Solicitation/Confidentiality.
(a) Executive agrees that for a period from one (1) year
following Executive's termination hereunder, Executive shall not solicit, entice
or contact Bank's executives for purposes of having such executives engage in
direct competition with Bank.
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(b) Executive acknowledges that, in the course of his employment
by Bank, he will have access to confidential information, trade secrets, and
unique business procedures and information which are the valuable property of
Bank. Executive agrees not to disclose for any reason, directly or indirectly,
any confidential, trade secret or other proprietary information, as determined
by Bank in its reasonable discretion, at any time, during or after the period
Executive is employed by Bank, for any purpose other than to perform his
assigned duties on behalf of Bank.
7. Remedy.
(a) In the event Executive breaches Paragraph 6 of this
Agreement, Executive shall forfeit immediately any right to compensation or
other payments under Paragraphs 3, 4 and 5 of this Agreement, except for salary
obligations accrued prior to such default.
(b) Bank and Executive acknowledge and agree that any breach of
Paragraph 6 of this Agreement by Executive would cause irreparable injury to
Bank and that Bank's remedy at law for any breach of any of Executive's
obligations hereunder would be inadequate, and Executive agrees and consents
that, temporary and permanent injunctive relief may be granted in any proceeding
which may be brought to enforce any provision of Paragraph 6 hereof without
necessity of proof that Bank's remedy at law is inadequate.
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8. Notices. Any and all notices, designations, consents, offers,
acceptances, or any other communications provided for herein shall be given in
writing by registered or certified mail, return receipt requested at the
addresses set forth below.
If to the Bank:
0000 Xxxxxx Xxxxxx 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: President
If to the Executive:
000 Xxxxxxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
or to such other addresses as either party may designate by notice in writing as
provided herein.
9. Invalid Provisions. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and the Agreement shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.
10. Modification. No change or modification of this Agreement shall
be enforceable against any party unless the same be in writing and signed by the
party against whom enforcement is sought.
11. Entire Agreement. This Agreement represents the entire agreement
between the parties with respect to the subject matter hereof, and supersedes
all prior agreements and understandings with respect thereto.
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12. Headings. Any headings preceding the text of the several
paragraphs hereof are inserted solely for the convenience of reference and shall
not constitute a part of this Agreement, nor shall they affect its meaning,
construction or effect.
13. Successors; Assigns. This Agreement shall inure to the benefit
of and be binding upon the parties hereto, and their respective heirs,
executors, administrators, successors and, to the extent permitted herein,
assigns. Notwithstanding the foregoing, Executive may not assign his rights, or
delegate his duties, hereunder.
14. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals the date and year above first written.
FIRST REPUBLIC BANK
__________________________ By:____________________________________
Attest Xxxx X. Xxxxxxxx, President
(Assistant) Secretary
(Corporate Seal)
__________________________ ____________________________________(Seal)
Witness Xxxxxx X. Xxxx
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