ROEBLING BANK
EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into this 1st day of September, 2003 ("Effective
Date"), by and between Roeblings Bank, Roebling, New Jersey, a Federal stock
savings bank, hereafter (the "Bank") and Xxxxx X. Xxxxxx, III (the "Employee").
WHEREAS, the Employee has heretofore been employed by the Bank as
President and CEO and is experienced in all phases of the business of the Bank;
and
WHEREAS, the parties desire by this writing to set forth the continuing
employment relationship between the Bank and the Employee.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree
as follows:
1. Employment. The Employee is employed in the capacity as the
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President and CEO of the Bank. The Employee shall render such administrative and
management services to the Bank and to Roebling Financial Corp., Inc. or any
successor holding company of the Bank ("Parent") as are currently rendered and
as are customarily performed by persons situated in a similar executive
capacity. The Employee shall promote the business of the Bank and Parent. The
Employee's other duties shall be such as the Board of Directors for the Bank
(the "Board of Directors" or "Board") may from time to time reasonably direct,
including normal duties as an officer of the Bank.
2. Base Compensation. The Bank agrees to pay the Employee during the
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term of this Agreement a salary at the rate of $92,000 per annum, payable in
cash not less frequently than monthly; provided, that the rate of such salary
shall be reviewed by the Board of Directors not less often than annually, and
Employee shall be entitled to receive annually an increase at such percentage or
in such an amount as the Board of Directors in its sole discretion may decide at
such time.
3. Discretionary Bonus. The Employee shall be entitled to participate
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in an equitable manner with all other senior management employees of the Bank in
discretionary bonuses that may be authorized and declared by the Board of
Directors to its senior management employees from time to time. No other
compensation provided for in this Agreement shall be deemed a substitute for the
Employee's right to participate in such discretionary bonuses when and as
declared by the Board of Directors.
4. (a) Participation in Retirement and Medical Plans. The Employee
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shall be entitled to participate in any plan of the Bank
relating to pension, profit-sharing, or other retirement benefits and medical
coverage or reimbursement plans that the Bank may adopt for the benefit of its
employees. Additionally, during the term of this Agreement, the Employee's
dependent family shall be eligible to participate in medical and dental
insurance plans sponsored by the Bank with the cost of such additional premiums
for the Employee's family paid by the Bank. Further, the Bank shall pay the
premium cost or reimburse the Employee for such premium cost to the extent
deemed reasonable associated with the Employee obtaining a long-term disability
insurance policy.
(b) Employee Benefits; Expenses. The Employee shall be
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eligible to participate in any fringe benefits which may be or may become
applicable to the Bank's senior management employees, including by example,
participation in any stock option or incentive plans adopted by the Board of
Directors of Bank, club memberships, a reasonable expense account, and any other
benefits which are commensurate with the responsibilities and functions to be
performed by the Employee under this Agreement. The Bank shall provide the
Employee with the use of a Bank owned automobile. The Bank shall reimburse
Employee for all reasonable out-of-pocket expenses which Employee shall incur in
connection with his service for the Bank.
5. Term. The term of employment of Employee under this Agreement shall
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be for the period commencing on the Effective Date and ending as of November 1,
2004 ("Term"). Unless the Board of Directors of the Bank determines not to renew
such Term and gives the Employee not less than sixty days written notice of its
intention to not renew such Term, then as of each annual anniversary date from
the Effective Date, the Term of this Agreement shall be extended for an
additional one year period beyond the then effective expiration date.
6. Loyalty; Noncompetition.
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(a) The Employee shall devote his full time and attention to the
performance of his employment under this Agreement. During the term of
Employee's employment under this Agreement, the Employee shall not engage in any
business or activity contrary to the business affairs or interests of the Bank
or Parent.
(b) Nothing contained in this Section 6 shall be deemed to prevent or
limit the right of Employee to invest in the capital stock or other securities
of any business dissimilar from that of the Bank or Parent, or, solely as a
passive or minority investor, in any business.
7. Standards. The Employee shall perform his duties under this
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Agreement in accordance with such reasonable standards expected of employees
with comparable positions in comparable
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organizations and as may be established from time to time by the Board of
Directors.
8. Vacation and Sick Leave. At such reasonable times as the Board of
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Directors shall in its discretion permit, the Employee shall be entitled,
without loss of pay, to absent himself voluntarily from the performance of his
employment under this Agreement, with all such voluntary absences to count as
vacation time; provided that:
(a) The Employee shall be entitled to annual vacation leave in
accordance with the policies as are periodically established by the Board of
Directors for senior management employees of the Bank, but in no event less than
four weeks per year.
(b) The Employee shall not be entitled to receive any additional
compensation from the Bank on account of his failure to take vacation leave, and
Employee shall not be entitled to accumulate unused vacation from one fiscal
year to the next, except to the extent authorized by the Board of Directors for
senior management employees of the Bank.
(c) The Employee shall be entitled to an annual sick leave benefit as
established by the Board of Directors for senior management employees of the
Bank. In the event that any sick leave benefit shall not have been used during
any year, such leave shall accrue to subsequent years only to the extent
authorized by the Board of Directors for employees of the Bank.
9. Termination and Termination Pay.
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The Employee's employment under this Agreement shall be terminated upon
any of the following occurrences:
(a) The death of the Employee during the term of this Agreement, in
which event the Employee's estate shall be entitled to receive the compensation
due the Employee through the last day of the calendar month in which Employee's
death shall have occurred.
(b) The Bank may terminate the Employee's employment at any time with
or without Just Cause within its sole discretion. This Agreement shall not be
deemed to give Employee any right to be retained in the employment or service of
the Bank, or to interfere with the right of the Bank to terminate the employment
of the Employee at any time, but any termination by the Bank other than
termination for Just Cause, shall not prejudice the Employee's right to
compensation or other benefits under the Agreement. The Employee shall have no
right to receive compensation or other benefits for any period after termination
for Just Cause. The Bank may within its sole discretion, acting in good faith,
terminate the Employee for Just Cause and shall notify such Employee
accordingly.
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Termination for "Just Cause" shall include termination because of the Employee's
personal dishonesty, incompetence, willful misconduct, 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 the Agreement.
(c) Except as provided pursuant to Section 12 herein, in the event
Employee's employment under this Agreement is terminated by the Board of
Directors without Just Cause, the Bank shall be obligated to continue to pay the
Employee the salary provided pursuant to Section 2 herein for the remainder of
the Term of the Agreement as provided at Section 5, herein, but in no event for
a period of less than six (6) months thereafter, and the cost of Employee
obtaining all health, life, disability, and other benefits which the Employee
was eligible to participate in as of the last date of employment for a period of
120 days from the date of such termination of employment based upon the benefit
levels substantially equal to those being provided Employee at the date of
termination of employment.
(d) If the Employee is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act ("FDIA") (12
U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate, as of the effective date of the order, but the vested rights of
the parties shall not be affected.
(e) If the Bank is in default (as defined in Section 3(x)(1) of FDIA)
all obligations under this Agreement shall terminate as of the date of default,
but this paragraph shall not affect any vested rights of the contracting
parties.
(f) All obligations under this Agreement shall be terminated, except to
the extent determined that continuation of this Agreement is necessary for the
continued operation of the Bank: (i) by the Director of the Office of Thrift
Supervision ("Director of OTS"), or his or her designee, at the time that the
Federal Deposit Insurance Corporation ("FDIC") enters into an agreement to
provide assistance to or on behalf of the Bank under the authority contained in
Section 13(c) of FDIA; or (ii) by the Director of the OTS, or his or her
designee, at the time that the Director of the OTS, or his or her designee
approves a supervisory merger to resolve problems related to operation of the
Bank or when the Bank is determined by the Director of the OTS to be in an
unsafe or unsound condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.
(g) The voluntary termination by the Employee during the term of this
Agreement with the delivery of no less than 30 days written
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notice to the Board of Directors, other than pursuant to Section 12(b), in which
case the Employee shall be entitled to receive only the compensation, vested
rights, and all employee benefits up to the date of such termination.
(h) Notwithstanding anything herein to the contrary, any payments made
to the Employee pursuant to the Agreement, or otherwise, shall be subject to and
conditioned upon compliance with 12 USC ss.1828(k) and any regulations
promulgated thereunder.
10. Suspension of Employment. If the Employee is suspended and/or
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temporarily prohibited from participating in the conduct of the Bank's affairs
by a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C.
1818(e)(3) and (g)(1)), the Bank's obligations under the Agreement shall be
suspended as of the date of service, unless stayed by appropriate proceedings.
If the charges in the notice are dismissed, the Bank may within its discretion
(i) pay the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate any of its obligations which were
suspended.
11. Disability. If the Employee shall become disabled or incapacitated
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to the extent that he is unable to perform his duties hereunder, by reason of
medically determinable physical or mental impairment, as determined by a doctor
engaged by the Board of Directors, Employee shall nevertheless continue to
receive the compensation and benefits provided under the terms of this Agreement
as follows: 100% of such compensation and benefits for a period of 12 months,
but not exceeding the remaining term of the Agreement, and 65% thereafter for
the remainder of the term of the Agreement, if applicable. Such benefits noted
herein shall be reduced by any benefits otherwise provided to the Employee
during such period under the provisions of disability insurance coverage in
effect for Bank employees. Thereafter, Employee shall be eligible to receive
benefits provided by the Bank under the provisions of disability insurance
coverage in effect for Bank employees. Upon returning to active full-time
employment, the Employee's full compensation as set forth in this Agreement
shall be reinstated as of the date of commencement of such activities. In the
event that the Employee returns to active employment on other than a full-time
basis, then his compensation (as set forth in Section 2 of this Agreement) shall
be reduced in proportion to the time spent in said employment, or as shall
otherwise be agreed to by the parties.
12. Change in Control.
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(a) Notwithstanding any provision herein to the contrary, in the event
of the involuntary termination of Employee's employment during the term of this
Agreement following any change in control of the Bank or Parent, absent Just
Cause, Employee shall be paid
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an amount equal to two (2.0) times the total taxable compensation paid to the
Employee during the calendar year period ending on the December 31 prior to such
Change in Control plus the costs associated with maintaining the benefits
participation in effect as of the date of such Change in Control for a period of
two years from the date of such termination of employment. Said sum shall be
paid, at the option of Employee, either in one (1) lump sum within thirty (30)
days of such termination or in periodic payments over the next 24 month period
following such termination of employment, as if Employee's employment had not
been terminated, and such payments shall be in lieu of any other future payments
which the Employee would be otherwise entitled to receive under Section 9 of
this Agreement. Notwithstanding the forgoing, all sums payable hereunder shall
be reduced in such manner and to such extent so that no such payments made
hereunder when aggregated with all other payments to be made to the Employee by
the Bank or the Parent shall be deemed an "excess parachute payment" in
accordance with Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code") and regulations promulgated thereunder, and would be subject to the
excise tax provided at Section 4999(a) of the Code. The term "control" or
"Change in Control" shall refer to: (i) the sale of all, or a material portion,
of the assets of the Bank or Parent; (ii) the merger or recapitalization of the
Bank or Parent whereby the Bank or the Parent is not the surviving entity; (iii)
a change in control of the Bank or Parent, as otherwise defined or determined by
the Office of Thrift Supervision ("OTS") or regulations promulgated by it; or
(iv) the acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder) of twenty-five percent (25%) or more of the outstanding voting
securities of the Bank or Parent by any person, trust, entity or group other
than by Roebling Financial Corp., Inc., the holding company of the Bank. This
limitation shall not apply to the purchase of shares by underwriters in
connection with a public offering of Parent or Bank stock, or the purchase of
shares of up to 25% of any class of securities of the Bank or Parent by a
tax-qualified employee stock benefit plan. The term "person" refers to an
individual or a corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization or any other
form of entity not specifically listed herein. A Change in Control shall not
include a transaction whereby Roebling Financial Corp., MHC shall merge into the
Bank or Parent and a new parent holding company of the Bank is formed. The
provisions of this Section 12(a) shall survive the expiration of this Agreement
occurring after a Change in Control.
(b) Notwithstanding any other provision of this Agreement to the
contrary, Employee may voluntarily terminate his employment during the term of
this Agreement following a change in control of the Bank or Parent, and Employee
shall thereupon be entitled to receive the payment described in Section 12(a) of
this Agreement, upon the occurrence, or within ninety (90) days thereafter, of
any
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of the following events, which have not been consented to in advance by the
Employee in writing: (i) if Employee would be required to move his personal
residence or perform his principal executive functions more than thirty-five
(35) miles from the Employee's primary office as of the signing of this
Agreement; (ii) if in the organizational structure of the Bank, Employee would
be required to report to a person or persons other than the Board of Directors;
(iii) if the Bank should fail to maintain Employee's base compensation in effect
as of the date of the Change in Control and the existing employee benefits
plans, including material fringe benefit, stock option and retirement plans;
(iv) if Employee would be assigned duties and responsibilities other than those
normally associated with his position as referenced at Section 1, herein; or (v)
if Employee's responsibilities or authority have in any way been materially
diminished or reduced. The provisions of this Section 12(b) shall survive the
expiration of this Agreement occurring after a Change in Control.
13. Successors and Assigns.
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(a) This Agreement shall inure to the benefit of and be binding upon
any corporate or other successor of the Bank or Parent which shall acquire,
directly or indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the Bank or Parent.
(b) Since the Bank is contracting for the unique and personal skills of
the Employee, the Employee shall be precluded from assigning or delegating his
rights or duties hereunder without first obtaining the written consent of the
Bank.
14. Amendments. No amendments or additions to this Agreement shall be
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binding upon the parties hereto unless made in writing and signed by both
parties, except as herein otherwise specifically provided.
15. Applicable Law. This agreement shall be governed all respects
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whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of New Jersey, except to the extent that Federal law shall be
deemed to apply.
16. Severability. The provisions of this Agreement shall be deemed
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severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
17. Arbitration. Any controversy or claim arising out of or relating to
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this Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the rules then in effect of the district office of the American
Arbitration Association ("AAA") nearest to the home office of the Bank, and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof, except to the extend that the parties may otherwise reach a mutual
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settlement of such issue. Further, the settlement of the dispute to be approved
by the Board of the Bank may include a provision for the reimbursement by the
Bank to the Employee for all reasonable costs and expenses, including reasonable
attorneys' fees, arising from such dispute, proceedings or actions, or the Board
of the Bank or the Parent may authorize such reimbursement of such reasonable
costs and expenses by separate action upon a written action and determination of
the Board following settlement of the dispute. Such reimbursement shall be paid
within ten (10) days of Employee furnishing to the Bank or Parent evidence,
which may be in the form, among other things, of a canceled check or receipt, of
any costs or expenses incurred by Employee. The provisions of this Section 17
shall survive the expiration of this Agreement.
18. Entire Agreement. This Agreement together with any understanding or
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modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
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