EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Agreement is made effective as of_____ __, 2002 (the "Effective
Date"), by and between Provident Financial Services, Inc. (the "Company"), a
Delaware corporation, and ___________(the "Executive"). References to the "Bank"
mean The Provident Bank, a New Jersey chartered savings bank and wholly-owned
subsidiary of the Company. The Company and the Bank are sometimes collectively
referred to as the "Employers."
WHEREAS, the Executive has served as an officer of the Bank since _____
and as an officer of the Company since its formation as the holding company for
the Bank; and
WHEREAS, the Company wishes to assure itself of the services of
Executive as an officer of the Bank and of the Company for the period provided
in this Agreement; and
WHEREAS, in order to induce the Executive to remain in the employ of
the Bank and to provide further incentive to achieve the financial and
performance objectives of the Bank and the Company, the parties desire to
specify the severance benefits which shall be due the Executive in the event
that his employment with the Bank or the Company is terminated under specified
circumstances;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:
1. POSITION AND RESPONSIBILITIES.
During the period of his employment hereunder, Executive agrees to
serve as _________________of the Bank and the Company. During said period,
Executive also agrees to serve, if elected, as an officer and director of any
subsidiary or affiliate of the Bank or the Company. Failure to reelect Executive
as __________________of the Company and the Bank without the consent of the
Executive during the term of this Agreement (except for any termination for
Cause, as defined herein) shall constitute a breach of this Agreement.
2. TERM AND DUTIES.
(a) The period of Executive's employment under this Agreement shall
begin as of the date first above written and shall continue for a period of
thirty-six (36) full calendar months thereafter. Commencing on the first
anniversary date of this Agreement, and continuing at each anniversary date
thereafter, the Agreement shall renew for an additional year such that the
remaining term shall be thirty-six (36) full calendar months; provided, however,
if written notice of nonrenewal is provided to Executive at least ten (10) days
and not more than thirty (30) days prior to any anniversary date, the employment
of Executive hereunder shall cease at the end of thirty-six (36) months
following such anniversary date. On an annual basis prior to the deadline for
the notice period referenced above, the board of directors of the Company (the
"Board of Directors") shall conduct a performance review of Executive for
purposes of determining whether to provide notice of nonrenewal.
(b) During the period of his employment hereunder, except for periods of
absence occasioned by illness, reasonable vacation periods, and reasonable
leaves of absence approved by the Board of Directors, Executive shall devote
substantially all his business time, attention, skill, and efforts to the
faithful performance of his duties hereunder including activities and services
related to the organization, operation and management of the Company and the
Bank; provided, however, that, with the approval of the Board of the Company or
the Bank, as evidenced by a resolution of such Board, from time to time,
Executive may serve, or continue to serve, on the boards of directors of, and
hold any other offices or positions in, business companies or business
organizations, which, in such Board's judgment, will not present any conflict of
interest with the Bank, or materially affect the performance of Executive's
duties pursuant to this Agreement (it being understood that membership in and
service on boards or committees of social, religious, charitable or similar
organizations does not require Board approval pursuant to this Section 2(b)).
For purposes of this Section 2(b), Board approval shall be deemed provided as to
service with any such business companies or organizations that Executive was
serving as of the date of this Agreement as set forth in Exhibit A hereto.
3. COMPENSATION, BENEFITS AND REIMBURSEMENT.
(a) The compensation specified under this Agreement shall constitute the
salary and benefits paid for the duties described in Section 2(b). The Bank
shall pay Executive as compensation a salary of not less than $_____ per year
("Base Salary"). Such Base Salary shall be payable biweekly, or with such other
frequency as officers and employees are generally paid. During the period of
this Agreement, Executive's Base Salary shall be reviewed at least annually.
Such review may be conducted by a Committee designated by the Board, and the
Board may increase, but not decrease (except a decrease that is generally
applicable to all employees), Executive's Base Salary (any increase in Base
Salary shall become the "Base Salary" for purposes of this Agreement). In
addition to the Base Salary provided in this Section 3(a), the Bank shall
provide Executive at no cost to Executive with all such other benefits as are
provided uniformly to permanent full-time employees of the Bank. Base Salary
shall include any amounts of compensation deferred by Executive under qualified
and nonqualified plans maintained by the Bank.
(b) The Bank will provide Executive with employee benefit plans,
arrangements and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement, and the Bank will not, without
Executive's prior written consent, make any changes in such plans, arrangements
or perquisites which would adversely affect Executive's rights or benefits
thereunder, except as to any changes that are applicable to all participating
employees or as reasonably or customarily available. Without limiting the
generality of the foregoing provisions of this Subsection (b), Executive will be
entitled to participate in or receive benefits under any employee benefit plans
including, but not limited to, retirement plans, supplemental retirement plans,
pension plans, profit-sharing plans, health-and-accident insurance plans,
medical coverage or any other employee benefit plan or arrangement made
available by the Bank or the Company in the future to its senior executives and
key management employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans and arrangements. Executive
will be entitled to incentive compensation and bonuses as provided in any plan
of the Bank or the Company in which Executive is eligible to participate.
Nothing paid to the
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Executive under any such plan or arrangement will be deemed to be in lieu of
other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of this
Section 3, the Bank or the Company shall pay or reimburse Executive for all
reasonable travel and other reasonable expenses incurred by Executive performing
his obligations under this Agreement and may provide such additional
compensation in such form and such amounts as the Board may from time to time
determine. Without limiting the foregoing, the Bank shall provide the Executive
with an automobile suitable to the position of _____, and such automobile may be
used by the Executive in carrying out his duties under this Agreement, including
commuting between his residence and his principal place of employment, and other
personal use. The Bank shall reimburse the executive for the cost of maintenance
and servicing such automobile and for instance, gasoline and oil for such
automobile. The Bank or the Company shall reimburse the Executive for his
ordinary and necessary business expenses, including, without limitation, fees
for memberships in a country club, a health club, and such other clubs and
organizations as the Executive and the Board shall mutually agree are necessary
and appropriate for business purposes, and travel and entertainment expenses,
incurred in connection with the performance of his duties under this Agreement,
upon presentation to the Bank of an itemized account of such expenses in such
form as the Bank may reasonably require. The Executive shall be responsible for
the payment of any taxes on account of his personal use of the automobile
provided by the Bank or the Company and on account of any other benefit provided
herein.
4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.
(a) Upon the occurrence of an Event of Termination (as herein defined)
during the Executive's term of employment under this Agreement, the provisions
of this section shall apply. As used in this Agreement, an "Event of
Termination" shall mean and include any one or more of the following: (i) the
termination by the Bank or the Company of Executive's full-time employment
hereunder for any reason other than a termination following a Change in Control,
as defined in Section 5(a) hereof, or a termination for Cause, as defined in
Section 8 hereof, or a termination upon Retirement as defined in Section 7
hereof, or a termination for disability as set forth in Section 6 hereof; and
(ii) Executive's resignation from the Company's and the Bank's employ, upon any
of the following: (A) failure to elect or reelect or to appoint or reappoint
Executive as ______________of the Company and the Bank, or to nominate (and as
to the Bank, elect) Executive to the Board of Directors of Bank and the Company,
unless consented to by the Executive, (B) a material change in Executive's
function, duties, or responsibilities, which change would cause Executive's
position to become one of lesser responsibility, importance, or scope from the
position and attributes thereof described in Sections 1 and 2 above, to which
Executive has not agreed in writing (and any such material change shall be
deemed a continuing breach of this Agreement), (C) a relocation of Executive's
principal place of employment to a location that is more than 25 miles from the
location of the Bank's principal executive offices as of the date of this
Agreement, or a material reduction in the benefits and perquisites, including
Base Salary, to the Executive from those being provided as of the effective date
of this Agreement (except for any reduction that is part of an employee-wide
reduction in pay or benefits), (D) a liquidation or dissolution of the Bank or
the Company, or (E) material breach of this Agreement by the Bank. Upon the
occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E)
above, Executive shall have the right to elect to terminate his employment under
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this Agreement by resignation upon not less than thirty (30) days prior written
notice given within a reasonable period of time (not to exceed, except in case
of a continuing breach, four calendar months) after the event giving rise to
said right to elect, which termination by Executive shall be an Event of
Termination. No payments or benefits shall be due to Executive under this
Agreement upon the termination of Executive's employment except as provided in
Section 4 or 5 hereof.
(b) Upon the occurrence of an Event of Termination, the Company shall pay
Executive, or, in the event of his subsequent death, his beneficiary or
beneficiaries, or his estate, as the case may be, as severance pay or liquidated
damages, or both, a cash amount equal to the greater of the payments due for the
remaining term of the Agreement, or three (3) times the sum of: (i) the highest
annual rate of Base Salary paid to Executive at any time under this Agreement,
and (ii) the greater of (x) the average annual cash bonus paid to Executive with
respect to the three completed fiscal years prior to the Event of Termination,
or (y) the cash bonus paid to Executive with respect to the fiscal year ended
prior to the Event of Termination. At the election of the Executive, which
election is to be made annually by January 31 (or as to the first year, within
thirty days of the date of the Agreement) of each year and is irrevocable for
the year in which made (and once payments commence), such payments shall be made
in a lump sum or paid quarterly during the remaining term of the agreement
following the Executive's termination. In the event that no election is made,
payment to the Executive will be made in a lump sum without reduction for
present value. Such payments shall not be reduced in the event the Executive
obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Bank will cause to
be continued life, medical, dental and disability coverage substantially
comparable, as reasonably or customarily available, to the coverage maintained
by the Bank for Executive prior to his termination, except to the extent such
coverage may be changed in its application to all Bank employees. Such coverage
shall cease thirty-six (36) months following the Event of Termination. In the
alternative, the Company shall pay to the Executive a cash amount equal to the
Executive's cost of obtaining such benefits on his own, adjusted for any federal
or state income taxes the Executive has to pay on the cash amount.
5. CHANGE IN CONTROL.
(a) Change in Control. "Change in Control" shall mean the occurrence of any
of the following events:
(i) approval by the shareholders of the Company of a transaction that
would result and does result in the reorganization, merger or consolidation of
the Company, with one or more other persons, other than a transaction following
which:
(A) at least 51% of the equity ownership interests of the entity
resulting from such transaction are beneficially owned (within the meaning
of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act")) in substantially the same relative proportions by
persons who, immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the
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Exchange Act) at least 51% of the outstanding equity ownership interests in
the Company; and
(B) at least 51% of the securities entitled to vote generally in the
election of directors of the entity resulting from such transaction are
beneficially owned (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) in substantially the same relative proportions by persons
who, immediately prior to such transaction, beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of
the securities entitled to vote generally in the election of directors of
the Company;
(ii) the acquisition of all or substantially all of the assets of the
Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of the outstanding securities of the
Company entitled to vote generally in the election of directors by any person or
by any persons acting in concert, or approval by the shareholders of the Company
of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company or the Bank, or
approval by the shareholders of the Company of a plan for such liquidation or
dissolution;
(iv) the occurrence of any event if, immediately following such event,
members of the Company's Board of Directors who belong to any of the following
groups do not aggregate at least a majority of the Company's Board of Directors:
(A) individuals who were members of the Company's Board of
Directors on the Effective Date of this Agreement; or
(B) individuals who first became members of the Company's Board
of Directors after the Effective Date of this Agreement either:
(I) upon election to serve as a member of the Company's
Board of Directors by the affirmative vote of three-quarters
of the members of such Board, or of a nominating committee
thereof, in office at the time of such first election; or
(II) upon election by the shareholders of the Company
to serve as a member of the Company's Board of Directors,
but only if nominated for election by the affirmative vote
of three-quarters of the members of such Board, or of a
nominating committee thereof, in office at the time of such
first nomination; provided that such individual's election
or nomination did not result from an actual or threatened
election contest or other actual or threatened solicitation
of proxies or consents other than by or on behalf of the
Company's Board of Directors; or
(v) any event which would be described in Section 5(a)(i), (ii), (iii),
(iv), or (v), if the term "Bank" were substituted for the term "Company" therein
and the term "Bank's Board of
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Directors" were substituted for the term "Company's Board of Directors" therein.
In no event, however, shall a Change in Control be deemed to have occurred as a
result of any acquisition of securities or assets of the Company, the Bank or a
subsidiary of either of them, by the Company, the Bank, any subsidiary of either
of them, or by any employee benefit plan maintained by any of them. For purposes
of this Section 5, the term "person" shall include the meaning assigned to it
under Sections 13(d)(3) or 14(d) of the Exchange Act.
(b) If any of the events described in Section 5(a) hereof constituting a
Change in Control shall have occurred or the Board has determined that a Change
in Control has occurred, Executive shall be entitled to the benefits provided in
paragraphs (c) and (d) of this Section 5 upon his subsequent termination of
employment at any time during the term of this Agreement (regardless of whether
such termination results from his resignation or his dismissal), unless such
termination is (A) because of his death or Retirement, or, (B) for Disability.
Upon a Change in Control, and for a period of one year thereafter, Executive
shall have the right to elect to terminate his employment with the Bank, for any
reason, and receive the benefits provided for in this Section 5.
(c) Upon the occurrence of a Change in Control followed by the termination
of Executive's employment by the Bank or the Company (including a termination
referred to in the last sentence of Section 5(b) above), the Executive, or, in
the event of his subsequent death (subsequent to such termination), his
beneficiary or beneficiaries, or his estate, as the case may be, shall receive
as severance pay or liquidated damages, or both, an amount equal to three times
the sum of: (i) the highest annual rate of Base Salary paid to Executive at any
time under this Agreement, and (ii) the greater of (x) the average annual cash
bonus paid to Executive with respect to the three completed fiscal years prior
to the termination, or (y) the cash bonus paid to Executive with respect to the
fiscal year ended prior to the termination. The foregoing severance/liquidated
damages payment(s), as well as all other benefits described in this Agreement
that would be payable upon a Change of Control, shall be made to the Executive's
surviving spouse, or if no surviving spouse, to his estate, in the event that
the Company or the Bank enters into an agreement as to a Change in Control of
the Company or the Bank, and Executive shall die after such agreement is
executed but prior to consummation of the Change in Control, which payments
shall commence upon, and shall be contingent upon, the actual consummation of
the Change in Control. At the election of the Executive pursuant to Section
4(b), such payment may be made in a lump sum or paid quarterly during the
thirty-six (36) months following the Executive's termination.
(d) Upon the occurrence of a Change in Control followed by the termination
of Executive's employment, the Bank will cause to be continued life, health and
disability insurance coverage substantially comparable, as reasonably or
customarily available, to the coverage maintained by the Bank or the Company for
Executive prior to his severance, except to the extent such coverage is changed
in its application to all employees of the Bank or not available on an
individual basis to a terminated employee. Such coverage shall cease thirty-six
(36) months from the date of Executive's termination of employment. In the
alternative, the Company shall pay to the Executive a cash amount equal to the
Executive's cost of obtaining such benefits on his own, adjusted for any federal
or state income taxes the Executive has to pay on the cash amount.
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6. TERMINATION FOR DISABILITY.
(a) Termination of the Executive's employment based on "Disability" shall
mean termination because of any physical or mental impairment which qualifies
the Executive for disability benefits under the applicable long-term disability
plan maintained by the Employers or any subsidiary or, if no such plan applies,
which would qualify the Executive for disability benefits under the Federal
Social Security System. The provisions of paragraph 6(b) and (c) shall apply
upon the termination Executive's employment for "Disability.
(b) The Bank will pay Executive, as disability pay, a bi-weekly payment
equal to the 3/4 of the Executive's bi-weekly rate of Base Salary on the
effective date of such termination. These disability payments shall commence on
the effective date of Executive's termination and will end on the earlier (i)
the date Executive returns to the full-time employment of the Bank in the same
capacity as he was employed prior to his termination for Disability and pursuant
to an employment agreement between Executive and the Bank; (ii) Executive's
full-time employment by another employer; (iii) Executive attaining the age of
65; or (iv) Executive's death. The disability pay shall be reduced by the
amount, if any, paid to the Executive under any plan of the Bank or the Company
providing disability benefits to the Executive.
(c) The Bank will cause to be continued life, medical, dental and
disability coverage substantially comparable, as reasonable or customarily
available, to the coverage maintained by the Bank for Executive prior to his
termination for Disability, except to the extent such coverage may be changed in
its application to all Bank employees or not available on an individual basis to
an employee terminated for Disability. This coverage shall cease upon the
earlier of (i) the date Executive returns to the full-time employment of the
Bank in the same capacity as he was employed prior to his termination for
Disability and pursuant to an employment agreement between Executive and the
Bank; (ii) Executive's full-time employment by another employer; (iii) Executive
attaining the age of 65; or (iv) Executive's death.
7. TERMINATION UPON RETIREMENT.
Termination of the Executive's employment based on "Retirement" shall mean
termination of Executive's employment at age 65 or in accordance with any
retirement policy established with Executive's consent with respect to him. Upon
termination of Executive upon Retirement, no amounts or benefits shall be due
Executive under this Agreement, and the Executive shall be entitled to all
benefits under any retirement plan of the Bank and other plans to which
Executive is a party.
8. TERMINATION FOR CAUSE.
The term "Termination for Cause" shall mean termination because of the
Executive's personal dishonesty, willful misconduct, any breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule, or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order, or material breach of any
provision of this Agreement. In determining incompetence, the acts or omissions
shall be measured against standards generally prevailing in the savings
institution and commercial banking industry. For purposes of this paragraph, no
act or failure to act on the part of Executive
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shall be considered "willful" unless done, or omitted to be done, by the
Executive not in good faith and without reasonable belief that the Executive's
action or omission was in the best interest of the Bank. Executive's employment
shall not be terminated in accordance with this paragraph for any act or action
or failure to act which is undertaken or omitted in accordance with a resolution
of the Board of Directors or upon advice of the Company's counsel.
Notwithstanding the foregoing, Executive shall not be deemed to have been
Terminated for Cause unless and until there shall have been delivered to him a
copy of a resolution duly adopted by the affirmative vote of not less than a
majority of the members of the Board of Directors at a meeting of the Board of
Directors called and held for that purpose (after reasonable notice to Executive
and an opportunity for him, together with counsel, to be heard before the Board
of Directors), finding that in the good faith opinion of the Board, Executive
was guilty of conduct justifying Termination for Cause and specifying the
particulars thereof in detail. The Executive shall not have the right to receive
compensation or other benefits for any period after Termination for Cause. Any
non-vested stock options granted to Executive under any stock option plan of the
Bank, the Company or any subsidiary or affiliate thereof, shall become null and
void effective upon Executive's receipt of Notice of Termination for Cause
pursuant to Section 9 hereof, and shall not be exercisable by Executive at any
time subsequent to such Termination for Cause (unless it is determined in
arbitration that grounds for termination of Executive for Cause did not exist,
in which event all terms of the options as of the date of termination shall
apply, and any time periods for exercising such options shall commence from the
date of resolution in arbitration).
9. NOTICE.
(a) Any purported termination by the Bank for Cause shall be communicated
by Notice of Termination to the Executive. For purposes of this Agreement, a
"Notice of Termination" shall mean a written notice which shall indicate the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated. If,
within thirty (30) days after any Notice of Termination for Cause is given, the
Executive notifies the Bank or the Company that a dispute exists concerning the
termination, the parties shall promptly proceed to arbitration. Notwithstanding
the pendency of any such dispute, the Bank and the Company may discontinue to
pay Executive compensation until the dispute is finally resolved in accordance
with this Agreement. If it is determined that Executive is entitled to
compensation and benefits under Section 4 or 5 of this Agreement, the payment of
such compensation and benefits by the Bank and Company shall commence
immediately following the date of resolution by arbitration, with interest due
Executive on the cash amount that would have been paid pending arbitration (at
the prime rate as published in the Wall Street Journal from time to time).
(b) Any other purported termination by the Bank or by Executive shall be
communicated by a Notice of Termination to the other party. For purposes of this
Agreement, a "Notice of Termination" shall mean a written notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in detail the facts and circumstances claimed to provide a basis
for termination of employment under the provision so indicated. "Date of
Termination" shall mean the date of the Notice of Termination. If, within thirty
(30) days after any Notice of Termination is given, the party receiving such
Notice of Termination notifies the
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other party that a dispute exists concerning the termination, the parties shall
promptly proceed to arbitration as provided in Section 19 of this Agreement.
Notwithstanding the pendency of any such dispute, the Bank shall continue to pay
the Executive his Base Salary, and other compensation and benefits in effect
when the notice giving rise to the dispute was given (except as to termination
of Executive for Cause). In the event of the voluntary termination by the
Executive of his employment, which is disputed by the Bank, and if it is
determined in arbitration that Executive is not entitled to termination benefits
pursuant to this Agreement, he shall return all cash payments made to him
pending resolution by arbitration, with interest thereon at the prime rate as
published in the Wall Street Journal from time to time if it is determined in
arbitration that Executive's voluntary termination of employment was not taken
in good faith and not in the reasonable belief that grounds existed for his
voluntary termination.
10. NON-COMPETITION AND POST-TERMINATION OBLIGATIONS.
(a) All payments and benefits to Executive under this Agreement shall be
subject to Executive's compliance with paragraph (b), (c) and (d) of this
Section 10.
(b) Executive shall, upon reasonable notice, furnish such information and
assistance to the Bank as may reasonably be required by the Bank in connection
with any litigation in which it or any of its subsidiaries or affiliates is, or
may become, a party.
(c) Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Employers and
affiliates thereof, as it may exist from time to time, is a valuable, special
and unique asset of the business of the Employers. Executive will not, during or
after the term of his employment, disclose any knowledge of the past, present,
planned or considered business activities of the Employers or affiliates thereof
to any person, firm, corporation, or other entity for any reason or purpose
whatsoever (except for such disclosure as may be required to be provided to the
New Jersey Department of Banking and Insurance, the Federal Deposit Insurance
Corporation, or other bank regulatory agency with jurisdiction over the Bank or
Executive). Notwithstanding the foregoing, Executive may disclose any knowledge
of banking, financial and/or economic principles, concepts or ideas which are
not solely and exclusively derived from the business plans and activities of the
Bank, and Executive may disclose any information regarding the Bank or the
Company which is otherwise publicly available or which Executive is otherwise
legally required to disclose. In the event of a breach or threatened breach by
the Executive of the provisions of this Section 10, the Employers will be
entitled to an injunction restraining Executive from disclosing, in whole or in
part, the knowledge of the past, present, planned or considered business
activities of the Employers or affiliates thereof, or from rendering any
services to any person, firm, corporation, other entity to whom such knowledge,
in whole or in part, has been disclosed or is threatened to be disclosed.
Nothing herein will be construed as prohibiting the Employers from pursuing any
other remedies available to the Employers for such breach or threatened breach,
including the recovery of damages from Executive.
(d) Upon any termination of Executive's employment hereunder pursuant to
Section 4 of this Agreement, Executive agrees not to compete with the Employers
for a period of one (1) year following such termination in any city, town or
county in which the Bank has an office or has filed an application for
regulatory approval to establish an office, determined as of the
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effective date of such termination, except as agreed to pursuant to a resolution
duly adopted by the Board. Executive agrees that during such period and within
said cities, towns and counties, Executive shall not work for or advise, consult
or otherwise serve with, directly or indirectly, any entity whose business
materially competes with the depository, lending or other business activities of
the Bank. The parties hereto, recognizing that irreparable injury will result to
the Bank, its business and property in the event of Executive's breach of this
Section 10(d) agree that in the event of any such breach by Executive, the
Company will be entitled, in addition to any other remedies and damages
available, to an injunction to restrain the violation hereof by Executive,
Executive's partners, agents, servants, employers, employees and all persons
acting for or with Executive. Executive represents and admits that Executive's
experience and capabilities are such that Executive can obtain employment in a
business engaged in other lines and/or of a different nature than the Bank, and
that the enforcement of a remedy by way of injunction will not prevent Executive
from earning a livelihood. Nothing herein will be construed as prohibiting the
Company from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of damages from Executive.
11. SOURCE OF PAYMENTS.
All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Company.
12. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.
This Agreement contains the entire understanding between the parties hereto
and supersedes any prior employment agreement between the Bank or any
predecessor of the Bank and Executive, except that this Agreement shall not
affect or operate to reduce any benefit or compensation inuring to the Executive
of a kind elsewhere provided. No provision of this Agreement shall be
interpreted to mean that Executive is subject to receiving fewer benefits than
those available to him without reference to this Agreement.
13. NO ATTACHMENT;BINDING ON SUCCESSORS.
(a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of,
Executive and the Bank and their respective successors and assigns.
14. MODIFICATION AND WAIVER.
(a) This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except
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by written instrument of the party charged with such waiver or estoppel. No such
written waiver shall be deemed a continuing waiver unless specifically stated
therein, and each such waiver shall operate only as to the specific term or
condition waived and shall not constitute a waiver of such term or condition for
the future as to any act other than that specifically waived.
15. MISCELLANEOUS PROVISIONS.
(a) The Company's Board of Directors may terminate the Executive's
employment at any time, but any termination, other than Termination for Cause,
shall not prejudice Executive's right to compensation or other benefits under
this Agreement. Executive shall not have the right to receive compensation or
other benefits for any period after Termination for Cause as defined in Section
8 hereinabove.
(b) Any payments made to Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12 USC
Section 1828(k) and any regulations promulgated thereunder.
16. SEVERABILITY.
If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall to the full extent consistent with
law continue in full force and effect.
17. HEADINGS FOR REFERENCE ONLY.
The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
18. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Delaware but
only to the extent not superseded by federal law.
19. ARBITRATION.
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by the employee within
twenty-five miles of Jersey City, New Jersey, in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.
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20. PAYMENT OF LEGAL FEES.
All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of interpretation relating to this Agreement shall be paid
or reimbursed by the Company, provided that the dispute or interpretation has
been settled by Executive and the Company or resolved in the Executive's favor.
21. INDEMNIFICATION.
The Company shall provide Executive (including his heirs, executors and
administrators) with coverage under a standard directors' and officers'
liability insurance policy at its expense, and shall indemnify Executive (and
his heirs, executors and administrators) to the fullest extent permitted under
Delaware law against all expenses and liabilities reasonably incurred by him in
connection with or arising out of any action, suit or proceeding in which he may
be involved by reason of his having been a director or officer of the Bank or
the Company (whether or not he continues to be a director or officer at the time
of incurring such expenses or liabilities), such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements (such settlements must be approved by the
Board of Directors of the Company, as appropriate), provided, however, neither
the Bank nor Company shall be required to indemnify or reimburse the Executive
for legal expenses or liabilities incurred in connection with an action, suit or
proceeding arising from any illegal or fraudulent act committed by the
Executive.
22. NOTICE.
For the purposes of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by certified or registered mail, return
receipt requested, postage prepaid, addressed to the respective addresses set
forth below:
To the Company: ___________________________________
___________________________________
___________________________________
___________________________________
To the Bank: ___________________________________
___________________________________
___________________________________
___________________________________
To the Executive: ___________________________________
___________________________________
___________________________________
___________________________________
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SIGNATURES
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and its seal to be affixed hereunto by its duly authorized officers, and
Executives has signed this Agreement, on the day and date first above written.
ATTEST: PROVIDENT FINANCIAL SERVICES, INC.
__________________________ By:______________________________
Secretary
WITNESS: EXECUTIVE:
__________________________ By:______________________________
Secretary
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