EXHIBIT 10.55
EARLY RETIREMENT AGREEMENT
This Early Retirement Agreement (hereinafter "Agreement"), is made by and
between XXXXXX X. XXXXXXXXX (hereinafter "Xx. Xxxxxxxxx") and the FIRST NATIONAL
BANK OF LITCHFIELD, in light of the following circumstances:
WHEREAS Xx. Xxxxxxxxx is employed by the First National Bank of Litchfield
as its Senior Vice President, and serves as Secretary of its parent company,
First Litchfield Financial Corporation and has loyally served the First National
Bank of Litchfield as an officer for more than 28 years and has served as an
officer of First Litchfield Financial Corporation since its inception;
WHEREAS the First National Bank of Litchfield and First Litchfield
Financial Corporation are deeply appreciative of his many years of valuable
service; and
WHEREAS, to facilitate his desire for early retirement, Xx. Xxxxxxxxx and
the Bank now wish to establish the terms of such early retirement and resolve on
an amicable basis any and all issues related to his employment at the First
National Bank of Litchfield, its parent and the subsidiaries of either entity or
his separation from such employment;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, Xx. Xxxxxxxxx and the Bank, each acting of their own free
will, hereby agree as follows:
1. Xx. Xxxxxxxxx hereby retires and resigns any position he may hold as an
officer, director or employee of the Bank, First Litchfield Financial
Corporation and the subsidiaries of such entities (collectively, the "Bank"),
effective March 31, 2004, and further agrees to announce such retirement not
later than the expiration of the seven (7) day period referred to in Section 12
below. Effective April 1, 2004, Xx. Xxxxxxxxx shall be eligible to receive
pension benefits in accordance with the provisions of the retirement plans and
programs maintained by the Bank in which he has been participating. Xx.
Xxxxxxxxx shall be entitled to the vested benefits of the Bank's Long-term
Incentive Plan as set forth in the Executive Incentive Retirement Agreement
(termination without cause), including vesting of any benefits that accrue prior
to his separation date. As of this date, such vested benefits total $37,401.43.
The benefit will be paid in a lump sum by June 30, 2004.
2. The Bank agrees to pay Xx. Xxxxxxxxx a special severance benefit equal
to his regular weekly salary during the period from April 1, 2004 through June
30, 2004, subject to the standard deductions required by law or authorized by
Xx. Xxxxxxxxx.
3. The Bank agrees to allow Xx. Xxxxxxxxx to remain on its group health
insurance plan and to provide him individual coverage under such plan at the
same cost he would have paid if he had remained actively employed. Xx. Xxxxxxxxx
shall remain eligible for such coverage during the period specified by COBRA,
and thereafter to age 65 if permitted by the carrier.
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4. With the exception of the retirement benefits described in Section 1 of
this Agreement, and the payments and benefits described in Sections 2 and 3 of
this Agreement, Xx. Xxxxxxxxx expressly acknowledges that he is not entitled to
any payments, benefits or compensation, in any form for any reason, from the
Bank.
5. Xx. Xxxxxxxxx shall execute the Release attached as Exhibit A to this
Agreement.
6. Xx. Xxxxxxxxx and the Bank shall cooperate in the orderly transfer of
Xx. Xxxxxxxxx'x professional responsibilities, business files and personal
possessions, so that his duties and responsibilities are completed or passed on
to other Bank personnel by March 31, 2004.
7. (a) The Bank and Xx. Xxxxxxxxx agree that (except as required by law)
they will not publish, publicize or disseminate, or cause to be published,
publicized or disseminated, in any manner, the terms or contents of this
Agreement to any third person, including, but not limited to any current or
former Bank employee, except their respective attorney(s), tax preparer(s), or
as may be required to effectuate the terms of this Agreement or comply with
legal or regulatory requirements.
(b) The Bank and Xx. Xxxxxxxxx further agree that they will not make
any negative statements concerning or referring to the other at any time, oral
or written, to any person or entity.
(c) Should the Bank receive any inquiries from third parties
regarding Xx. Xxxxxxxxx'x employment with the Bank, the Bank will limit its
responses to all such inquiries to Xx. Xxxxxxxxx'x dates of employment, title or
position and wage or salary, unless Xx. Xxxxxxxxx has provided the party or
parties making inquiry with an express written authorization to provide further
information, consistent with C.G.S. ss. 31-128a, et seq. Members of the Bank
community who make inquiries shall be informed that Xx. Xxxxxxxxx has left the
Bank's employ after many years of valuable service to devote more time to his
other interests and activities, including his family and travel. Nothing herein
shall be construed to prevent Xx. Xxxxxxxxx from requesting, or individual
members of the faculty of the Bank from providing, personal letters of reference
to other third parties, provided the Bank shall not be held responsible for the
contents of any such references.
8. The Bank and Xx. Xxxxxxxxx expressly acknowledge that they will not
make any claim or demand, and each of them hereby waives any rights any of them
may now have or may hereafter have or claim to have, based upon any alleged oral
alteration, amendment, modification or any other alleged change in this
Agreement; that the validity, effect and operation of this Agreement shall be
determined by the laws of the State of Connecticut; and that there is no written
or oral understanding or agreement between them that is not recited herein.
9. Except as provided otherwise in this Agreement, if any of the
provisions, terms or clauses of this Agreement are declared illegal,
unenforceable or ineffective in a legal forum or by operation of law, those
provisions, terms and clauses shall be deemed severable, such that all other
provisions, terms and clauses of this Agreement shall remain valid and binding
upon both parties, except that the Bank's
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obligation to provide the benefits and make the payments specified in Sections 2
and 3 of this agreement is conditioned upon the validity and enforceability of
the release referenced in paragraph 5 of this Agreement in its entirety.
10. Xx. Xxxxxxxxx affirmatively states that he has had an opportunity to
consult with competent counsel before executing this Agreement and the Exhibit
hereto; that he has a full understanding of the contents of this Agreement and
the Exhibit hereto and the effects thereof; that with specific reference to his
release of any and all claims under the Age Discrimination in Employment Act, 29
U.S.C. ss.ss.621 et. seq. he was afforded up to twenty-one (21) days to consider
this Agreement; and that if he signs this Agreement and the Exhibit hereto prior
to the expiration of such twenty-one (21) days, he does so voluntarily and of
his own free will.
11. (a) Should either party commence or prosecute any action or proceeding
contrary to the provisions of this Agreement, such party agrees to indemnify the
other party for all costs, including court costs and reasonable attorneys' fees,
incurred by the other party in the defense of such action or in establishing or
maintaining the application or validity of this Agreement or the provisions
thereof, to the extent allowed by applicable law.
(b) Except as otherwise prohibited by any applicable state, federal
or local law, the Bank agrees to indemnify Xx. Xxxxxxxxx for all costs,
including court costs and reasonable attorneys' fees incurred by Xx. Xxxxxxxxx
in the defense of any action against him arising out of acts or omissions
undertaken by Xx. Xxxxxxxxx in good faith and in the exercise of reasonable
business judgment in his capacity as an officer of the Bank up to his separation
date as determined under Section 1(b) above. Additionally, for a period of two
(2) years from the retirement date, the Bank shall afford Xx. Xxxxxxxxx the same
indemnification rights and the same insurance coverage, if any, that the Bank
provides to its other officers and directors during such period.
12. This Agreement shall not become effective or enforceable until seven
(7) days following its execution by Xx. Xxxxxxxxx. Prior to the end of this
seven (7) day period, Xx. Xxxxxxxxx may revoke his assent to this Agreement by
written notice to Xxxxxx Xxxxx, President and CEO of First National Bank of
Litchfield.
13. (a) Xx. Xxxxxxxxx recognized and agrees that in the course of his
employment with the Bank, he had been exposed to confidential information
concerning the Bank including, but not limited to, existing and contemplated
products, trade secrets, formulas, compilations, business and financial methods
or practices, strategic plans, pricing, marketing, merchandising and selling
techniques and information, customer lists, supplier lists and confidential
information relating to policies and/or business strategies (hereinafter
referred to as "Confidential Information"). Xx. Xxxxxxxxx agrees that all such
Confidential Information is and shall forever remain the sole property of the
Bank. Xx. Xxxxxxxxx shall keep all such Confidential Information strictly
confidential, and he shall not disclose to any third party in any manner,
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either directly or indirectly, any of such Confidential Information at any time
for any purpose. Further, Xx. Xxxxxxxxx shall not use in any manner, either
directly or indirectly, any of such Confidential Information for his own benefit
or for the benefit of any third party, or for any other purpose at any time.
(b) Xx. Xxxxxxxxx acknowledges and agrees that, for a twelve (12)
month period (the "Non-compete Period") following his separation date as
determined by Section 1(b) above, without the prior written consent of the Bank,
Xx. Xxxxxxxxx may not directly or indirectly be employed by or provide services
of any kind to any other bank that maintains one or more offices in Litchfield
County, Connecticut. Furthermore, during the Non-compete Period, Xx. Xxxxxxxxx
acknowledges and agrees that he will not directly or indirectly solicit or
recruit any of the Bank's employees to leave employment with the Bank. Xx.
Xxxxxxxxx also acknowledges and agrees that during the Non-compete Period, he
will not directly or indirectly solicit or service any client or customer or
prospective client or customer of the Bank to become a client or customer of any
other bank that maintains one or more offices in Litchfield County, Connecticut.
The parties acknowledge and agree that Section 13(b) shall be the only
non-competition and non-solicitation provision applicable to Xx. Xxxxxxxxx and
any such other prior provisions are superseded and replace by this Section.
(c) Xx. Xxxxxxxxx understands and agrees that violation by him of
any portion of this Section 13 may cause the Bank to suffer immediate,
substantial and irreparable injury, and will be a sufficient basis to award
injunctive relief and monetary damages to the Bank without affecting the
remainder of this Agreement.
14. The Bank and Xx. Xxxxxxxxx expressly acknowledge that they will not
make any claim or demand and each of them hereby waives any rights any of them
may now have or may hereafter have or claim to have, based upon any alleged oral
alteration, amendment, modification or any other alleged change in this
Agreement; that the validity, effect and operation of this Agreement shall be
determined by the laws of the State of Connecticut; and that there is no oral
understanding or agreement between them that is not recited herein.
15. The Change in Control Agreement between Xx. Xxxxxxxxx and the Bank
shall expire effective [June 30, 2004]. This section shall be deemed to be an
amendment pursuant to the provisions of such Change in Control Agreement.
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