EXHIBIT 10.1
EMPLOYMENT AGREEMENT
AMONG
FIRST INTERNATIONAL BANCORP, INC.,
FIRST NATIONAL BANK OF CONNECTICUT
AND
XXXXX X. XXXXXXX
APRIL 15, 1994
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered as of the 15th day of April, 1994 by and
among First International Bancorp, Inc. ("FIB") , a Delaware corporation with
its headquarters at Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx, First National
Bank of Connecticut ("FNB") , a national banking association with its
headquarters at Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx, and Xxxxx X.
Xxxxxxx ("Employee"), of 00 Xxxxxxx Xxxxx, Xxxx Xxxxxxxx, Xxxxxxxxxxx.
WITNESSETH:
WHEREAS, Employee desires to be employed by FIB and FNB under the terms and
conditions herein set forth; and
WHEREAS, FIB and FNB desire to secure the services of Employee on the terms
herein set forth; and
WHEREAS, Employee is willing to enter into this Agreement on
said terms;
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto, intending to be legally bound, do hereby
mutually covenant and agree as follows:
1. Employment.
FIB hereby agrees to employ Employee as Chairman, President and Chief
Executive Officer and FNB hereby agrees to employ Employee as Chairman,
President and Chief Executive Officer for the Term of Employment, as defined in
Section 2.1, and Employee accepts said employment and agrees to serve in such
capacities upon the terms and conditions hereinafter set forth.
2. Definitions.
2.1 "Term of Employment" shall mean the period commencing as of April 1,
1994 and ending March 31, 2000. Notwithstanding the foregoing, the Term of
Employment shall end upon the occurrence of any of the following events:
(a) Employee's termination for "Cause" (as defined in Section 2.3);
(b) unilateral termination of Employee's employment by Employee other than
as permitted under Section 5.2;
(c) the death of Employee; or
(d) ninety days after the commencement of the "Permanent Disability" of
Employee (as defined in Section 2.2).
2.2 Employee's "Permanent Disability," as this phrase is used throughout
this Agreement, shall mean employee's disability as defined under the long-term
disability insurance policy maintained for Employee pursuant to Section 4(b).
2.3 "Cause," as this term is used throughout this Agreement, shall mean
(1) any material neglect of duty, material misconduct, material malfeasance,
fraud, dishonesty or act of gross negligence in the course of employment, or (2)
illegal conduct involving moral turpitude or other conduct materially injurious
to the reputation of FIB or FNB.
3. Duties of Employment.
Employee agrees that, so long as he shall be employed by FIB and FNB,
Employee shall perform all duties assigned or delegated to him under the by-laws
of FIB and FNB or from time to time by the Boards of Directors of FIB and FNB
consistent with his positions as set forth in Section 1, and shall
perform all acts and services customarily associated with such positions,
devoting his best efforts and attention to the advancement of the interests and
business of FIB and FNB. Employee shall not be engaged in or concerned with any
other duties or business interests which are competitive or inconsistent with
the interests and business of FIB and FNB. It is understood that Employee may
also hold outside directorships and have duties related to the business
interests of the Controlling Stockholders of FIB (as defined herein) which may,
from time to time, require minor portions of his time, but which shall not
interfere or be inconsistent with his duties hereunder.
Employee shall be a voting member of all committees of the Board of
Directors of FIB and FNB, now or hereafter existing, except any audit committee.
It is anticipated that new directors may be added to the Boards of
Directors of FIB and FNB. Employee shall be consulted with prior to the
appointment of any such new directors, and the Boards of Directors of, FIB and
FNB shall consider any candidates for nomination as directors which Employee may
propose.
Subject to any budget, policies and/or guidelines established by the Boards
of Directors of FIB or FNB, Employee shall have sole authority to (a) hire,
terminate, reassign, demote, promote and determine compensation levels for
employees of FIB and FNB; and (b) negotiate and enter into reasonable contracts
on behalf of FIB and FNB for all professional services required in the ordinary
course of business, including without limitation, public relations and legal
services.
Subject to any policies and/or guidelines established by the Boards of
Directors of FNB, (a) Employee shall have the authority to extend individual
secured loans of up to $750,000 without the prior approval of the Board of
Directors of FNB; and (b) Employee shall have the authority to extend individual
secured loans over $750,000 and individual unsecured loans with the prior
approval of the Board of Directors of FNB. Such Board of Directors shall
establish policies or guidelines as to when a loan is considered "secured" or
"unsecured".
Employee shall have administrative authority from FIB's Board of Directors
and FNB's Board of Directors to implement FIB's business and financial plan and
FNB's business and financial plan, respectively, as adopted and amended from
time to time. Such business and financial plans, including on an annual basis
the preparation of a budget for FIB, which budget shall be prepared on a
consolidated basis and shall be inclusive of the budget for FNB, shall be
subject to review and approval by FIB's Board of Directors and FNB's Board of
Directors, respectively.
4. Compensation.
During the Term of Employment, FIB and FNB shall pay to Employee as
compensation and provide as benefits for the services to be rendered by him
hereunder the following:
(a) FIB and FNB shall together pay to Employee an aggregate salary at the
rate of TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000) per year,
beginning retroactively from April 1, 1994, and increasing by five
percent (5%) on April 1st of each year thereafter. Such compensation
shall be payable in accordance with normal payroll practices of FIB
and FNB. The Boards of Directors of FIB and FNB
shall determine as between themselves the part of such compensation
which FIB and FNB shall each pay, but their obligation hereunder as
between themselves and Employee shall be a joint and several
obligation to pay Employee's entire compensation.
(b) FNB shall provide comprehensive health, dental, disability and life
insurance for Employee and his current and future dependents
comparable to such coverage provided for officers of FNB generally.
(c) Employee shall be entitled to four (4) weeks of paid vacation time in
each of the first, second, third, fourth, fifth and sixth years of the
Term of Employment. Employee shall also be entitled to reasonable paid
time for attending professional meetings within the policies and/or
guidelines approved by the Boards of Directors of FIB or FNB.
(d) FNB shall permit Employee exclusive and unlimited use of an automobile
for the Term of Employment of a comparative model to that now used by
Employee. FNB shall also pay for all automobile insurance (which
shall include liability coverage of not less than $300,000 per person
and $300,000 per accident) for Employee, provided that Employee is
insurable at standard rates (or, if Employee is not insurable at
standard rates, FNB shall pay the amount that would have
been payable at standard rates), and all upkeep, maintenance, repair
and parking expenses incurred in the ordinary course of business.
(e) FNB shall pay for membership for Employee at The Hartford Club and
Tumblebrook Country Club, as well as all reasonable and necessary
business expenses incurred by Employee within the guidelines and/or
policies established by the Board of Directors of FNB, including,
without limitation, travel, food, entertainment, professional
publications, professional meeting expenses, and professional society
dues; provided that Employee provides FNB with such receipts, vouchers
and other evidence of such expenditures as may be reasonably required
by FNB.
(f) Promptly upon executing this Agreement, FIB and FNB shall together pay
to Employee a signing bonus of Seventeen Thousand, Five Hundred Sixty
Dollars ($17,560.00).
5. Termination of Employment.
5.1 If Employee's employment is terminated by FIB and/or FNB during the
Term of Employment for any reason other than Cause, Employee shall be entitled
to receive, and FNB and FIB shall be obligated to immediately pay to Employee,
the following:
(a) FIB and FNB shall together pay to Employee severance pay in an
aggregate lump sum amount equal to twelve (12) months of Employee's
aggregate salary, calculated using Employee's then current rate of
salary, described in Section 4(a). The Boards of Directors of FIB and
FNB shall determine the part of such compensation which FIB and FNB
shall each pay, but their obligation hereunder as between themselves
and Employee shall be a joint and several obligation to pay Employee's
entire compensation.
(b) Employee shall be entitled to interest on such severance pay from the
termination date until it is paid, at FNB's prime rate, and to
reimbursement of any reasonable counsel fees incurred to collect such
pay.
The above payment shall relieve FIB and FNB of any further obligations under
this Agreement other than for amounts accrued but not paid as of the date of
such termination.
5.2 (a) Employee shall have the right during the Term of Employment, at
his sole option, by thirty (30) days' advance written notice to the
Board of Directors of FIB and FNB, to terminate his services hereunder
at any time within the 90 days after the occurrence of any action by
FIB and/or FNB, which, without Employee's express written consent,
materially changes Employee's authority and responsibility as set
forth herein, including without limitation, any material change in
Employee's authority and responsibility occurring after a Change in
Control of FIB or FNB. Termination of Employee Is services under this
Section 5.2 shall be deemed a unilateral, involuntary termination of
employment by FIB and FNB and shall be governed by the provisions of
Section 5.1 hereof. Employee shall have no further obligation under
this Agreement in the event of termination of Employee's services
under this Section 5.2, provided, however, that the provisions of
Section 7 shall continue to remain in force, and the provisions of
Section 8.1 shall continue to remain in force
unless (i) a Change-in-Control has occurred and (ii) the price per
share of Common Stock of FIB paid to the Controlling Stockholders in
connection with the Change-in-Control is less than $5.92 per share,
and (iii) Employee agrees in writing to waive his rights to receive
severance pay pursuant to Section 5.1(a).
(b) As used in this Agreement, a "Change in Control" shall be deemed to
have taken place if: (i) any person becomes the beneficial owner of 20
percent or more of the total number of voting shares of FIB or FNB at
a time when the Controlling Stockholders own less voting shares than
such other person or at a time when the Controlling Stockholders do
not have the right to elect a majority of the directors of FIB and FNB
or when the Controlling Stockholders have agreed or authorized that
some other person or persons shall have the right to designate or
direct which directors shall be nominated or voted for by the
Controlling Stockholders; (ii) any person has entered into an
agreement or received an option to acquire beneficial ownership of 25
percent or more of the total number of voting shares of FIB or FNB,
whether or not the requisite regulatory approval for such acquisition
has been received; or (iii) as a result of, or in connection with, any
cash tender or exchange offer, merger, or other business combination,
sale of assets or contested election, or any combination of the
foregoing transactions, the persons who were directors of FIB or FNB
before such transaction and any of the Controlling
Stockholders and any employee of an affiliate of any of the Controlling
Stockholders shall cease to constitute at least two-thirds of the
respective Boards of Directors thereof or of any successor institution.
For purposes of this Section 5.2(b), a "Person" includes an individual,
corporation, partnership, trust or group acting in concert. A person
for these purposes shall be deemed to be a beneficial owner as that
term is used in Rule 13d-3 under the Securities Exchange Act of 1934.
5.3 If the employment of Employee shall terminate due to Employee's death
or Permanent Disability or at a time other than during the Term of Employment,
or if said employment shall be terminated for Cause, or if Employee shall
unilaterally terminate his employment other than as permitted under Section
5.2, all payments and benefits that would have been due to Employee under this
Agreement on or after the date of such termination shall cease, and FIB and FNB
shall have no further obligations under this Agreement other than for amounts
accrued but not paid as of the date of such termination.
6. Insurance on Life of Employee.
FIB and FNB shall procure a term life insurance policy on the life of
Employee in the amount of $3,000,000, provided that Employee is insurable at
approximately standard rates, to be issued by a life insurance company licensed
to transact business within the State of Connecticut by the Connecticut
Commissioner of Insurance. The insurance policy so procured shall remain in
full force and effect during the term of this Agreement; shall be paid for
entirely by FIB and FNB; and shall designate that FIB and FNB, together, are the
beneficiaries of $2,000,000 of the benefits thereof and that the wife of the
Employee, or her assignee(s), is the beneficiary of $1,000,000 of the benefits
thereof. Employee hereby agrees to be available for such medical and other
examinations and inquiries as the insurance carrier may reasonably request.
7. Confidential Information.
Employee understands that in the course of his employment by FIB and FNB,
Employee will receive confidential or proprietary information or trade secrets
concerning the business, loans, financial affairs, customers, policies,
procedures, guidelines, plans and prospects of FIB and FNB, and which FIB and
FNB desire to protect. Employee agrees that he will not at any time during or
after the Term of Employment reveal to anyone outside FIB and FNB, except to
comply with requirements of law or regulatory authorities with jurisdiction over
FIB or FNB, and except to counsel or independent auditors for FIB or FNB or
Employee, or use for his own benefit or the benefit of any other person, any
such information that has been designated as confidential or proprietary
by FIB and FNB or understood by Employee to be confidential or proprietary
without specific written authorization by an authorized officer of FIB and FNB.
Employee further agrees not to use any such confidential or proprietary
information or trade secrets in competing with FIB and FNB at any time during or
after the Term of Employment unless such information (a) becomes generally
available to the public, other than as a result of a disclosure by Employee, or
(b) becomes available to Employee on a non-confidential basis from a source
other than FIB or FNB or their advisors, provided that such source is not known
by the Employee to be bound by any obligation of secrecy to FIB or FNB or
another party.
8. Covenants by Employee Not to Compete With Employer.
8.1 Upon termination of Employee's employment by FIB and FNB for any
reason, Employee covenants and agrees that he will not at any time during the
one (1) year period following such termination directly or indirectly in any
manner or under any circumstances or conditions whatsoever be or become
interested, as an individual, partner, principal, agent, clerk, employee,
stockholder, officer, director, trustee, or in any other capacity whatsoever,
except as a nominal owner of stock of a public corporation, in any other
business in any way in competition with the business of FIB or FNB within
Hartford County in the State of Connecticut or within any other town in the
State of Connecticut in which FIB or FNB does business at the time of such
termination, and Employee shall not seek to hire any employee of FIB or FNB to
engage in such a competitive business. The foregoing sentence shall not prevent
Employee from becoming an employee of a bank or a competing business wherever
located, including within Hartford County, provided that the Employee's
principal responsibilities shall not be to oversee the administration of the
bank's or the competing business' United States Small Business Administration
and United States Export/Import Bank financing programs, and that such
financing programs do not constitute a material part of the business of such
competing business. To the extent that Employee violates any of the prohibitions
of this Section 8.1, Employee shall not be entitled to any severance pay from
FIB or FNB pursuant to this Agreement and shall be required to repay to FIB or
FNB any such severance pay so received.
8.2 The parties hereto believe that the restrictive covenants of Section
8.1 are reasonable. However, if at any time it shall be determined by any court
of competent jurisdiction that Section 8.1 or any portion of it, as written, is
unenforceable because the restrictions are unreasonable, the parties hereto
agree that such portions as shall have been determined to be unreasonably
restrictive shall thereupon be deemed to be amended so as to make such
restrictions reasonable in the determination of such court, and the said
covenants, as so modified, shall be enforceable between the parties to the same
extent as if such amendments had been made prior to the date of any alleged
breach of said covenants.
9. Tag-Along Rights.
If the Controlling Stockholders, or any of them, as defined herein, enter
into an agreement for the sale to an unrelated third party of all or a majority
of the Common Stock held by the Controlling Stockholders collectively (the "Co-
Sale Shares"), then Employee shall have the right (the "Co-Sale Right") , but
not the obligation, to require that the Controlling Stockholders cause the
proposed purchaser to purchase Employee's shares of FIB Common Stock at the same
price per share and upon the same terms and conditions as have been agreed to by
the Controlling Stockholders (the "Co-Sale Offer"), and in the same proportion
as the shares to be sold by the Controlling Stockholders bear to the total
number of shares of FIB Common Stock owned by the Controlling
Stockholders. (For example, if the Controlling Stockholders sell 70% of the
shares of FIB Common Stock owned of record by them, then the Employee shall have
the right, pursuant to this Section 9, to require the proposed purchaser to
purchase 70% of the shares of FIB Common Stock owned by him at the same price
per share and upon the same terms and conditions.) The selling Controlling
Stockholders shall give prompt written notice to Employee of any such proposed
sale, and shall specify the terms and conditions of the Co-Sale Offer, the name
of the proposed transferee and, if the transfer is to be made pursuant to a
written offer from a third party, a copy of the offer received from a third
party shall be attached thereto. Employee shall have 30 days after receiving
such notice to notify the selling Controlling Stockholders whether Employee
desires to sell his shares on such terms. As used herein, the "Controlling
Stockholders" are the Chase Interests (Xxxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxxxx,
Xxxxx X. Xxxxx and Xxxxx X. Xxxxx) and the parents, other family members,
affiliates, successors and assigns of each of them.
10. Notices.
All notices under this Agreement shall be in writing and shall be deemed
effective when delivered in person or by recognized overnight delivery service
to Employee or to FIB or FNB, or if mailed, postage prepaid, registered or
certified mail, addressed, in the case of Employee, to his last known address as
carried on the personnel records of FIB and FNB, and, in the case of FIB and
FNB, to their corporate headquarters, attention of the Corporate Secretary, or
to such other address as the party to be notified may specify by notice to the
other party pursuant to this paragraph.
11. Successors and Assigns.
The rights and obligations of FIB and FNB under this Agreement shall inure
to the benefit of and shall be binding upon the successors and assigns of FIB
and FNB, including, without limitation, any corporation, individual or other
person or entity which may acquire all or substantially all of the assets and
business of FIB or FNB or with or into which FIB or FNB may be consolidated or
merged.
12. Arbitration.
Any dispute which may arise between the parties hereto shall be determined
by an arbitrator mutually agreed upon by the parties in writing. The arbitrator
shall have at least five (5) years of experience in employment law and shall
decide any claim or dispute to arise hereunder in accordance with the terms of
this Agreement. If the parties shall fail to agree upon an arbitrator within
five days after a written demand, delivered as provided for notices under
Section 10, for arbitration hereunder is made, each party shall have the right
within the succeeding ten days to select an arbitrator (the failure by either
party to exercise such right within said ten days will be equivalent to a
consent to the selection of the other party's arbitrator by mutual agreement);
within twenty days after such selection, if two arbitrators are selected, the
two arbitrators shall select a third arbitrator. The arbitrators shall have at
least five (5) years of experience in employment law and shall
decide any claim or dispute to arise hereunder in accordance with the terms of
this Agreement. The decision of the arbitrator or of the majority of the
arbitrators, as the case may be, shall not include any award for punitive
damages or penalties, but the Arbitrator or arbitrators may award or prorate
attorneys fees in accordance with Section 5.1(c) hereof, if applicable, and
otherwise in accordance with his or their judgment as to who is the prevailing
party in the arbitration. An arbitration award rendered in accordance with this
Agreement shall be binding and conclusive upon the parties. The costs of
arbitration shall be borne equally, except that each party shall bear the cost
of his/its counsel and experts, if any.
13. Severability.
If any of the terms or conditions of this Agreement shall be declared void
or unenforceable by any court or administrative body of competent jurisdiction,
such term or condition shall be deemed severable from the remainder of this
Agreement, and the other terms and conditions of this Agreement shall continue
to be valid and enforceable.
14. Construction.
This Agreement shall be construed under the laws of the State of
Connecticut. Section headings are for convenience only and shall not be
considered a part of the terms and provisions of the Agreement.
15. Guaranty.
FIB hereby unconditionally guarantees all of the obligations of FNB set
forth in this Agreement and FNB hereby unconditionally guarantees all of the
obligations of FIB set forth in this Agreement.
IN WITNESS WHEREOF, FIB and FNB have caused this Agreement to be executed
by duly authorized officers and Employee has hereunto set his hand as of this
date first above written.
FIRST INTERNATIONAL BANCORP, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Its Executive Vice President
FIRST NATIONAL BANK OF CONNECTICUT
By /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxx
Its Executive Vice President
/s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx
The undersigned hereby agree to be bound by the provisions set forth in
Section 9 of the above Employment Agreement among First International Bancorp,
Inc., First National Bank of Connecticut and Xxxxx X. Xxxxxxx dated as of April
15, 1994.
Dated at Hartford, Connecticut, as of this 15th day of April, 1994.
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxxx Xxxxx Xxxxxxxx
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Xxxxxx Xxxxx Xxxxxxxx
July 14, 1997
Xx. Xxxxx X. Xxxxxxx
00 Xxxxxxx Xxxxx
Xxxx Xxxxxxxx, XX 00000-0000
Dear Xxxxx:
Reference is made to the following:
A. that certain Promissory Note (the "Note") in the original principal
amount of $1,020,236 dated June 30, 1994 from you, Xxxxx X. Xxxxxxx ("Xxxxxxx"),
to First International Bancorp, Inc. ("FIB");
B. that certain Employment Agreement (the "Employment Agreement") dated as
of April 15, 1994 among Xxxxxxx, FIB and First National Bank of Connecticut (now
known as First National Bank of New England) ("FNB"); and
C. that certain Stock Pledge Agreement (the "Stock Pledge Agreement") dated
April 15, 1994 between Xxxxxxx and FIB.
Xxxxxxx, FIB and FNB agree as follows:
1. The Note is modified as follows:
2. The reference to "March 31, 2000" in the first sentence of the
second paragraph on the first page is deleted in its entirety and
"December 31, 2000" is substituted in its place.
3. The following is added to the end of the second paragraph on the
first page:
"Further, regardless of whether the Target is met, notwithstanding the
interest rate and payment required above, no interest shall be payable
under this note if the Payee consummates a public offering of common
stock prior to December 31, 1997."
4. The second sentence in the fourth paragraph on the first page is
deleted in its entirety, such deletion to be effective as of December 31,
1996 (and therefore shall be effective with respect to any dividend paid
after December 31, 1996).
1. The Employment Agreement is modified as follows:
(a) The first sentence in Section 2.1 is deleted in its entirety and
the following is substituted in its place:
""Term of Employment" shall mean the period commencing as of April 1,
1994 and ending December 31, 2000."
(b) The first sentence in Section 4(a) on page 5 is deleted in its
entirety and the following is substituted in its place:
"FIB and FNB shall together pay to Employee an aggregate salary at a
rate of (i) THREE HUNDRED THOUSAND DOLLARS ($300,000) per year, beginning
retroactively from April 1, 1997, and increasing by five percent (5%) on
April 1st of each year thereafter."
(c) The following are added as Subsections (g), (h), (i) and (j)
immediately following Subsection (f) of Section 4:
"(g) FIB and FNB may, as determined by and at the sole discretion of
the Boards of Directors of FIB and FNB, together pay to Employee a
cash bonus during each of 1998, 1999 and 2000.
(h) FIB and FNB shall together pay to Employee a cash bonus equal to
the sum of (i) the increase in Employee's State and Federal tax
liability resulting from the forgiveness of interest as provided for in
that certain Promissory Note dated June 30, 1994 from Employee to FIB
in the original principal amount of $1,020,236, as amended by a certain
letter agreement dated July __, 1997 among Employee, FIB and FNB (the
"Note"), plus (ii) the increase in Employee's State and Federal tax
liability resulting from the payment of the amount paid to Employee
pursuant to (i) above.
(i) Upon a Change in Control during the Term of Employment, regardless
of whether or not Employee's employment hereunder is subsequently
terminated by FIB and/or FNB or by Employee for any reason whatsoever,
FIB and FNB shall together pay to Employee a cash bonus equal to the
sum of (i) an amount equal to the principal and interest then
outstanding under the Note, plus (ii) the increase in Employee's State
and Federal tax liability resulting from the payment of the amount paid
to Employee pursuant to (i) above (plus any increase in such tax
liability as a result of this clause (ii)).
(j) The bonuses described in Sections 4(h) and (i) above shall be paid
within 10 days after FNB receives notice from Employee as to the
amounts of such taxes. Employee shall provide to FNB such tax returns
(or certificates of Employee's accountant in lieu thereof) or tax
information as may be reasonably requested by FNB in order to confirm
the amounts of such taxes. The Boards of Directors of FIB and FNB shall
determine as between themselves the part of any bonuses which FIB and
FNB shall each pay, but their obligation hereunder as between
themselves and Employee shall be a joint and several obligation to pay
the entire amount of each bonus under Sections 4(h) and (i) above."
(c) The last sentence of Section 9 is deleted in its entirety and the
following is substituted in its place:
"As used in the Employment Agreement, "Controlling Stockholders" means
Xxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxx and the
parents, other family members, affiliates and heirs of each of them."
(d) Section 5.2(b) is deleted in its entirety and the following is
substituted in its place:
"(b) As used in this Agreement, a "Change in Control" shall be deemed
to have taken place if the Controlling Stockholders and Employee cease,
in the aggregate, (A) to beneficially own at least 25% of the Common
Stock of FIB or of any successor thereto, (B) to have the right to
exercise at least 25% of the aggregate voting power of FIB or of any
successor thereto, (C) to beneficially own, directly or indirectly, at
least 25% of the Common Stock of FNB or of any successor thereto, or
(D) to have the right to exercise, directly or indirectly, at least 25%
of the aggregate voting power of FNB or of any successor thereto. For
purposes of this paragraph, "Employee" includes any family members of
Employee and any trusts, partnerships or other entities as to which the
sole beneficiaries are Employee and/or family members of Employee."
2. The Stock Pledge Agreement is modified as follows:
(a) The fourth and fifth sentences of Section 1 are deleted in their
entirety and the following sentences are substituted in their place:
"The Pledgee shall hold the Stock as security for the payment of and
performance of the Obligations and Pledgor shall not encumber, assign
or dispose of the Stock except in accordance with the provisions of
this Agreement and except that Pledgor shall have the right to transfer
the Stock, subject to the first lien security interest granted in this
Agreement, to one or more family members of Pledgor and/or trusts as to
which the sole beneficiaries are Pledgor and/or family members of
Pledgor. However, Pledgor shall have the right at any time or times to
sell all or any of the Stock, free and clear of the lien of Pledgee, so
long as the proceeds of such sale are applied first to reduce the
balance, if any, of the Obligations."
(b) The following sentence is added to the end of Section 2:
"Notwithstanding the foregoing, Pledgor shall be entitled to receive
and retain all cash dividends and all other distributions paid after
December 31, 1996 with respect to the Stock."
Except to the extent expressly amended herein, the Employment Agreement,
the Note and the Stock Pledge Agreement remain unmodified and in full force and
effect in accordance with their respective terms.
Please sign in the space provided below to indicate your acceptance of the
foregoing, whereupon the provisions of this letter shall take effect.
Very truly yours,
FIRST INTERNATIONAL BANCORP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
Its Executive Vice President
FIRST NATIONAL BANK OF NEW ENGLAND
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxxx
Its Executive Vice President
Agreed to and Accepted this
14th day of July, 1997.
/s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx
The undersigned hereby consent to
the modifications to the Employment
Agreement act forth herein.
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx