EMPLOYMENT AGREEMENT
Exhibit
10.1
This
Agreement is made and entered into as of the 26th day of October, 2005, by
and
between SOUTHERN CONNECTICUT BANCORP, INC. AND THE BANK OF SOUTHERN CONNECTICUT
having a principal place of business in New Haven, Connecticut (hereinafter
referred to as the “Employers”) and Xxxx Xxxxxx Xxxxxxx, residing in Wayland,
Massachusetts (hereinafter referred to as the “Employee”).
W
I T N E
S S E T H
WHEREAS,
the Employee is experienced in the operation and management of a bank;
and
WHEREAS,
the Employers desire to secure the services of the Employee on the terms herein
set forth; and
WHEREAS,
the Employee is willing to enter into this Agreement on said terms;
NOW,
THEREFORE, in consideration of the promises and the mutual covenants herein
contained, the parties hereto, intending to be legally bound, do hereby mutually
covenant and agree as follows:
| 1. |
Employment.
The Employers agree to employ the Employee as Executive Vice President
and
Chief Administrative Officer of Southern Connecticut Bancorp, Inc.
and The
Bank of Southern Connecticut for the Term of Employment as defined
in
Section 2, and the Employee accepts said employment and agrees to
serve in
such capacity upon the terms and conditions hereinafter set
forth.
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| 2. |
Terms
of Employment.
The Term of Employment shall commence on the date first written above
and
ending on December 31, 2006. Notwithstanding the foregoing, the term
of
Employment shall end if sooner terminated as provided in Section
5.
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| 3. |
Duties
of Employment.
The Employee agrees that, so long as he shall be employed by the
Employers, the Employee shall perform all duties assigned or delegated
to
him under the by laws of the Employers or from time to time by the
Board
of Directors of the Employers consistent with his position as Executive
Vice President and Chief Administrative Officer of Southern Connecticut
Bancorp, Inc. and the Bank of Southern Connecticut or as designated
below,
and shall be responsible for and perform all acts and services customarily
associated with such position including the overall management of
the
Employers, devoting his full time, best efforts and attention to
the
advancement of the interests and business of the Employers. The Employee
shall not be engaged in or concerned with any other duties or pursuits
which are competitive or inconsistent with the interests and business
of
the Employers.
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| 4. |
Compensation.
During the Term of Employment, the Employers shall pay the Employee
as
compensation for the services to be rendered by him hereunder the
following:
|
| a. |
The
Employers shall pay to the Employee a base salary at an annual rate
of not
less than ONE HUNDRED FORTY THOUSAND DOLLARS ($140,000.00) payable
bi-weekly through December 31, 2006. Such compensation shall be payable
in
accordance with normal payroll practices of the
Employers.
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| b. |
In
addition to the base salary set forth in (a) above, the Employee
shall be
entitled to such merit bonuses reflecting job performance achievements,
and/or such other form(s) of merit compensation, as the Board of
Directors
of the Employers may in their discretion determine at the end of
each
calendar year(s) during such Term of Employment. The Board of Directors
may establish one or more individual or corporate goals for each
such
year, the achievement or which may be made a condition of the payment
of
such additional compensation to the Employee. Such goals shall be
communicated to the Employee and shall be stated to be a condition
to
payment of such additional
compensation.
|
| c. |
At
the end of each month during the term of this Agreement, the Employers
shall reimburse the Employee for reasonable travel and entertainment
expenses, bank related education, other ordinary business expenses
and
convention expenses incurred by Employee in the course of performing
his
duties for the Employers hereunder.
|
| d. |
The
Employers shall provide group life insurance, comprehensive health
insurance and Major Medical coverage for the Employee comparable
to such
coverage provided for officers of the Employers generally. The Employee
shall be eligible to participate in any profit sharing plan or Section
401(k) plan of the Employers in accordance with the terms thereof.
|
5. Termination
of Employment.
a. The
Employers shall have the right to terminate this Agreement upon the occurrence
of any one of the following events.
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| i. |
The
Employee’s conviction of a felony or any other crime involving the
Employee’s morals or honesty.
|
| ii. |
Dereliction
in the performance of the Employee’s duties
hereunder.
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| iii. |
Failure
of the Employee to adhere to the policies set forth by the Board
of
Directors of the Employers.
|
| iv. |
Failure
of the Employee to qualify for a
bond.
|
| v. |
Death,
or total disability which prevents the Employee from performing his
duties.
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b. In
the
event the Employee’s position as Executive Vice President and Chief
Administrative Operating Officer shall end or the Employee’s responsibilities
shall be significantly reduced as a result of a “Business Combination”, the
Employers shall pay the Employee a lump sum payment of an amount equal to three
times his current base annual compensation. Such payment shall be in addition
to
any compensation otherwise due the Employee under the following subparagraph
(c)
or any other provision of this Agreement. A “Business Combination” for the
purposes of this Agreement shall be defined as the sale by the Employers of
all
or substantially all of its assets, the acquisition of fifty-one (51%) of the
Employers’ outstanding voting stock, or the merger of the Employers with another
corporation as a result of which the Employers are not the surviving
entities.
c. In
the
event of a termination of employment of the Employee by the Employers (including
termination under subparagraph 5(b) above) other than a termination stated
in
subparagraph 5(a), the Employee shall be entitled to his compensation benefits
under subparagraph 4 (a) of this Agreement for the balance of the unexpired
term
of
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employment
as such term exists immediately before such termination to be paid ratably
over
the balance of said term.
In
the
event of a termination under this Section 5, the Employee shall not be entitled
to any compensation and benefits under this Agreement after such termination
other than any benefits which have accrued and are unpaid upon the date of
termination.
| 6. |
Vacation.
During the Term of Employment, the Employee shall be entitled each
year to
a vacation of at least three (3) weeks, and during such time his
compensation shall be paid in full. The period of vacation selected
each
year shall be with approval of the Employers and the Chief Executive
Officer and Chief Operating Officer. Vacation time which is not taken
by
the Employee in any year may not be accumulated or carried over from
year
to year. The Employee shall be entitled to be paid for any accrued
vacation time after termination of the Employee’s employment hereunder.
Normal bank holidays, seminars or convention attendance, teaching
at
banking schools or speaking engagements shall not be considered as
part of
the Employee’s vacation period.
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| 7. |
Incentive
Stock Options.
Upon commencement of employment the Employers shall provide the Employee
incentive stock options (‘ISO’s”) within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, to purchase 20,000 shares
of
common stock in Southern Connecticut Bancorp, Inc. under the stock
option
plan adopted for employees of the
Employers.
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| 8. |
Notices.
All notices under this Agreement shall be in writing and shall be
deemed
effective when delivered in person to the Employee or to the Secretary
of
the Employers, or if mailed, postage prepaid, registered or certified
mail, addressed, in the case of the Employee, to his last known address
as
carried on the personnel records of the Employers, and, in the case
of the
Employers, to the corporate headquarters, attention of the Secretary,
or
to such other address as the party to be notified may specify by
notice to
the other party.
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| 9. |
Successors
and Assigns.
The rights and obligations of the Employers under this Agreement
shall
inure to the benefit of and shall be binding (except as to the positions
and duties of the Employee) upon the successors and assigns of the
Employers, including, without limitation, any corporation, individual
or
any person or entity which may acquire all or substantially all of
the
assets and business of the Employers, or of any division of the Employers
for which the Employee has primarily management responsibility, or
with or
into which the Employers may be consolidated or merged or any surviving
corporation in any merger involving the
Employers.
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| 10. |
Arbitration.
Any dispute which may arise between the parties hereto shall be submitted
to binding arbitration in accordance with the Rules of the American
Arbitration Association providing that such dispute shall first be
submitted to the Employers’ Board of Directors in an effort to resolve
such dispute without resort to arbitration. In any dispute which
is
submitted to arbitration, the arbitration costs and attorney’s fees of the
prevailing party shall be paid by the other
party.
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| 11. |
Severability.
If any of the terms or conditions of this Agreement shall be declared
void
or unenforceable by any court or administrative body of competent
jurisdiction, such term or condition shall be deemed severable from
the
remainder of this Agreement, and the other terms and conditions of
this
Agreement shall continue to be valid and
enforceable.
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| 12. |
Construction.
This Agreement shall be construed under the laws of the State of
Connecticut. Words of the masculine gender mean and include correlative
words of the feminine gender. Section headings are for convenience
only
and shall not be considered a part of the terms and provisions of
this
Agreement.
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IN
WITNESS WHEREOF, Employers have caused this Agreement to be executed by a duly
authorized officer and Employee has hereunto set his hand, the day first above
written.
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Witnesses:
|
EMPLOYERS:
|
SOUTHERN
CONNECTICUT BANCORP, INC.
AND
THE
BANK
OF SOUTHERN CONNECTICUT
|
/s/
Xxxxxxx Xxxxxxxx
|
By
/s/
Xxxxxx X. Xxxxxxxx
|
|
Xxxxxx
X. Xxxxxxxx
|
|
|
Chairman
and Chief Executive Officer
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EMPLOYEE:
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/s/
Xxxxxxx Xxxxxxxx
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By
/s/_John
X. Xxxxxxx
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|
XXXX
XXXXXX XXXXXXX
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|
State
of Connecticut
|
)
|
|
)
ss.:
|
|
|
County
of New Haven
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)
|
On
this
the 26th day
of
October,
2005,
before me, Xxxxxxxxx
X. Xxxxxx,
the
undersigned officer, personally appeared Xxxxxx
X. Xxxxxxxx,
known
to me (or satisfactorily proven) to be the person whose name subscribed to
the
within instrument and acknowledged that he executed the same for the purposes
therein contained, as his free act and deed.
|
/s/
Xxxxxxxxx X. Xxxxxx
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|
|
Notary
Public
|
|
State
of Connecticut
|
)
|
|
)
ss.:
|
|
|
County
of New Haven
|
)
|
On
this
the 26th
day of
October,
2005,
before me, Xxxxxxxxx
X. Xxxxxx,
the
undersigned officer, personally appeared Xxxx
Xxxxxx Xxxxxxx
known to
me (or satisfactorily proven) to be the person whose name subscribed to the
within instrument and acknowledged that he executed the same for the purposes
therein contained, as his free act and deed.
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/s/
Xxxxxxxxx X. Xxxxxx
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|
|
Notary
Public
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