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Exhibit 10.15
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EMPLOYMENT AGREEMENT
This Agreement made as of the 29th day of May, 2001, by and between
XXXXX NATIONAL BANK, a national banking corporation with offices at 00-00 Xxxxx
Xxxx Xxxxxx, Xxxxxx, Xxx Xxxx, hereinafter referred to as the "Bank" or
"Employer", and, XXXX XxXXXXXX, hereinafter referred to as the "Employee," for
the employment of Employee by the Employer.
1. TERM OF EMPLOYMENT: Unless terminated pursuant to the terms of
this Agreement, the Employer and Employee agree that the term
of employment shall be for a period commencing on the date of
this Agreement and terminating December 31, 2006 and
continuing year to year thereafter. Such term of employment
shall be extended for one additional year on or before
December 31, 2001 and annually thereafter, so that the term of
the agreement shall be for five years, unless shortened by
mutual agreement.
2. COMPENSATION: Employee shall receive, in exchanges for his
services, hereunder, compensation of $95,000.00 annualized,
subject to such increases as may be approved from time to time
by the Board of Directors of Employer, with the consent of the
Board of Directors of the Bank;
3. DUTIES:
(A) Duties of Employee shall be those duties as shown per
attached Schedule "A", which duties may be modified increased
or reduced at the sole option of the Employer.
(B) Employee shall devote his full time energies and
attention, during normal business hours (excluding vacation)
to the business and affairs of the Employer.
(C) The Employee agrees that during the term of this
Agreement, he will comply with all regulations and guidelines
of the Employer, and will comply with all rules and
regulations of the U.S. Office of the Comptroller of Currency
and the statutes of the State of New York or any other state
which regulates the business of the Employer.
(D) Employee shall, except as otherwise provided herein, be
subject to the Bank's rules, practices and policies applicable
to the Bank's Executive Employees.
(E) Employee shall report directly to and be responsible to
the President of the Bank.
4. BENEFITS:
(A) Employee shall participate in all life, disability and
medical insurance plans, pensions and other similar plans
which the Employer may have or may establish from time to
time, in which Employee is eligible to participate pursuant to
the terms thereof. The foregoing, however, shall not be
construed to require the Employer to establish any such plans
or to prevent the Employer from modifying or terminating such
plans and no such action or failure thereof shall effect this
Agreement.
(B) Employee shall be entitled to vacation as determined by
the Board of Directors for all Bank Officers, but in no event
shall it be less than the scheduled vacations and personal
days as set forth in the Employee Handbook.
(C) Employee shall attend such continuing education seminars
and obtain membership in such organizations as may be
reasonably required by the Board; provided however, that the
Employer shall bear the expenses of such activities.
(D) In addition to all of the above, Employee shall
specifically be entitled to the following benefits:
1. Group term life insurance: Provided by the Employer at
no cost to employee - valued at two times annual salary.
This plan carries a cap of $350,000.00.
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2. Basic Dental Coverage: A self funded dental
reimbursement plan is provided for eligible employees. The
employee contribution is $5.00 per month for single
participation and $10.00 per month for family. The maximum
annual reimbursement is $200.00 for single and $400.00 for
family.
3. Health Insurance: As available to employees of the
Bank.
4. Employee Retirement Savings Plan (401K): Participation
in accordance with the provisions of such plan.
5. Defined Benefit Pension Plan: In accordance with the
provisions of the plan.
5. EXPENSES: The Employer will reimburse Employee for reasonable
expenses, including travelling expenses, incurred by him in
connection with his employment in the business of the Bank
upon the presentation by Employee of appropriate
substantiation for such expenses, and approval by the
President of Employer.
6. CONFIDENTIALITY: In the course of his employment by the
Employer, Employee shall have and has had access to
confidential or proprietary data or information of the
Employer. Employee shall not at any time, divulge or
communicate to any person, nor shall he direct any employee to
divulge or communicate to any person (other than to a person
bound by confidentiality obligation similar to those contained
herein, and other than is necessary in performing his duties
hereunder) or used to the detriment of the Employer or for the
benefit of any other person, any of such data or information.
The provision of this section shall survive Employee's
employment hereunder, whether by the normal expiration thereof
or otherwise. The term "confidential" or "proprietary data or
information" as used in this Agreement, shall mean information
not generally available to the public including, without
limitation, personnel information, financial information,
customer lists, computer programs, marketing and advertising
data. Employee acknowledges and agrees that any confidential
or proprietary data or information heretofore acquired was
received in confidence.
7. EARLY TERMINATION: Employee's employment hereunder shall
terminate prior to the expiration of this Agreement or any
extensions thereof, on the following terms and conditions:
(A) Probation Period: Employer may terminate this agreement
WITHOUT CAUSE at any time during the first 180 days of this
agreement. Under such circumstances, Employer shall have no
liability to Employee other than accrued wages or other
accrued benefits.
(B) This Agreement shall terminate automatically on the death
of Employee. Notwithstanding the foregoing, the Bank shall pay
to Employee's estate any compensation and reimbursable
expenses accrued to the date of his death which otherwise
would have been paid to the Employee.
(C) This Agreement shall be terminated, at the Employer's
election, if Employee is unable to perform his duties
hereunder, for a period of six months (180) days in any 365
day period (or at such earlier time as the Bank's "salary
continuation" insurance becomes effective) by reason of
physical or mental disability. For purposes of this Agreement,
"physical or mental disability" shall mean Employee's
inability, due to health reasons, to discharge properly his
duties of employment supported by the opinion of a physician
selected by the employer. If the Employee is subsequently able
to return to work after termination as provided herein,
Employer may in its discretion, employ Employee in the same
capacity or in such other capacity as may be mutually
agreeable under such terms and conditions as the parties may
so agree. Prior to such return however, Employee shall provide
a physician's opinion certifying his ability to return to
work.
(D) In the event of personal dishonesty, willful misconduct,
gross negligence, insubordination, or in the event of his
deliberate failure to fulfill his obligations under this
Agreement, the Board of Directors may terminate this Agreement
by giving the Employee two (2) weeks written notice thereof.
Such termination shall be effective at the expiration of such
two (2) week notice. Thereafter the Employer shall not be
obligated under any of the provisions herein, except as
required by any statute in effect at that time.
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(E) Employee may voluntarily terminate his employment upon
giving the Employer four (4) weeks written notice of his
decision to terminate. Such a termination shall not constitute
a breach of this Agreement; provided, however, that Employee
shall be obligated after the date of such termination to
continue to be bound by the conditions outlined in Section 7
hereof. Employer may terminate Employee's employment after
receipt of said notice, prior to the completion of the four
(4) week notice period but must pay Employee for said four (4)
weeks.
(F) The parties may mutually agree to terminate this Agreement
in writing on such terms as they may determine.
(G) The Employer may terminate Employee's employment without
cause and without notice; provided, however, that the Employer
shall be obligated to continue to pay Employee's base salary
plus benefits for the longer of three (3) months after the
date of such termination or the remainder of the term of the
Agreement and provided further that Employee shall be relieved
of all further obligations under this Agreement except for
provisions pursuant to Paragraph 7.
In the event Employee secures other employment after
termination, Employer shall be entitled to a credit against
salary and benefits owed Employee equal to Employee's salary
and benefits paid him from his new Employment.
8. MODIFICATION: This Agreement constitutes the full and complete
understanding of the parties and supersedes all prior
agreements and understandings oral or written, between the
parties, with respect to the subject matter hereof. This
Agreement may not be modified or amended except by an
instrument in writing, signed by the party against which
enforcement thereof may be sought.
9. SEVERABILITY: Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or
effecting the validity or enforceability of any of the terms
or provisions of this Agreement or in other jurisdiction.
10. WAIVER OF BREACH: The waiver by either party of a breach of
any provision of this Agreement shall not operate as, or be
construed as, a waiver of any subsequent breach.
11. NOTICE: All notice hereunder shall be in writing and shall be
sent by express mail or by certified or registered mail,
postage prepaid, return receipt requested, to Employee at his
residence as listed in the Employer's records, and to the
Bank, c/x Xxxxx National Bank, 14 - 00 Xxxxx Xxxx Xxxxxx,
Xxxxxx, Xxx Xxxx 00000, Attention: Xx. Xxxxx Xxxxxx,
President.
12. ASSIGNABILITY / BINDING EFFECT: This Agreement shall not be
assignable by Employee without the written consent of the
Board of Directors of the Employer. The Employer may assign
its rights under this Agreement. This Agreement shall be
binding upon and inure to the benefit of Employee, his legal
representatives, heirs and distributees and shall be binding
upon and inure to the benefit of the Employer, the Bank, its
successors and assigns.
13. GOVERNING LAW: All questions pertaining to the validity,
construction, execution and performance of this Agreement
shall be construed and governed in accordance with the law of
the State of New York.
14. HEADINGS: The headings in this Agreement are intended solely
for convenience of reference and shall be given no effect in
the construction or interpretation of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals
the day and year above written.
XXXXX NATIONAL BANK
By: /s/Xxxx XxXxxxxx By: /s/Xxxxx Xxxxxx
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XXXX XxXXXXXX XXXXX XXXXXX, PRESIDENT
