MECHANICS SAVINGS BANK
EXHIBIT 10.14
AGREEMENT
THIS AGREEMENT is dated as of January 1, 1998, between and among MECHANICS
SAVINGS BANK, a capital stock savings bank organized and existing under the laws
of the State of Connecticut with headquarters located in Hartford, Connecticut
(the "Bank"), MECH FINANCIAL, INC, a Connecticut stock corporation with
headquarters located in Hartford, Connecticut (the "Company"), and XXXXX X.
NEGRO ("Executive").
RECITALS
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WHEREAS, the Bank and the Executive have entered into that certain change
in control agreement dated as of December 30, 1996 pursuant to which the Bank
provided various incentives to the Executive to remain an employee and officer
of the Bank during an actual or possible change in control of the Bank (the
"Bank Change in Control Agreement");
WHEREAS, on January 1, 1998, the Company and the Bank consummated that
certain Agreement and Plan of Reorganization pursuant to which the Company
acquired all of the issued and outstanding shares of common stock of the Bank,
par value $0.01 per share, in a one-for-one share exchange for common stock of
the Company, par value $0.01 per share (the "Reorganization");
WHEREAS, an actual or prospective change of control of the Company would
elicit the same kinds of concerns for the Executive, the Bank and the Company
after the Reorganization as was the case for Executive and Bank before the
Reorganization.
WHEREAS, the Company and the Bank have determined that it is in their best
interests to provide certain incentive to the Executive to remain an employee
and officer of the Company and the Bank at any period prior to or during a
possible or an actual change of control of the Company or the Bank; and
WHEREAS, the Company, the Bank, and the Executive desire to enter into this
Agreement to reflect the terms and conditions set forth herein.
NOW THEREFORE, to further the above recited corporate objective and in
consideration of the mutual promises and covenants hereinafter described and
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. The Bank Change in Control Agreement is hereby amended to additionally
provide that all of its provisions shall also apply in the event of a
Change of Control of the Company, that the Bank Change in Control Agreement
shall be effective so long as the Executive is employed by either the Bank
or the Company, and that any Compensation shall include compensation paid
to the Executive by both the Company and the Bank.
2. Without otherwise limiting the foregoing, the Reorganization shall not have
caused a Change of Control of the Bank as defined in the Bank Change in
Control Agreement.
3. Defined terms not otherwise defined herein shall have the meanings ascribed
to them in the Bank Change in Control Agreement, provided that the word
"Company" shall be used in addition to "Bank" when determining a "Change of
Control" event.
4. Each of the parties agrees to execute all further instruments and documents
and to take all further action as any other party may reasonably request in
order to effectuate the terms and purposes of this Agreement.
5. Any and all obligations of the Bank under the Bank Change in Control
Agreement shall also be deemed to be obligations of the Company, for which
obligations the Bank and the Company shall be jointly and severally liable.
6. This Agreement may be executed in one or more counterparts, all of which
taken together shall constitute one and the same instrument.
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7. This Agreement shall be construed pursuant to and in accordance with the
laws of the State of Connecticut.
8. Except to the extent amended herein, the Bank Change in Control Agreement
shall continue to remain in full force and effect, without interruption.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
MECH FINANCIAL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Its President
MECHANICS SAVINGS BANK
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
Chairman of the Organization
and Compensation Committee
EXECUTIVE
By: /s/ Xxxxx X. Negro
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XXXXX X. NEGRO
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