Exhibit 10.5
EMPLOYMENT AGREEMENT
This AGREEMENT (the "Agreement") is made as of November 12, 1997 (the
"Effective Date"), by and between Xxxxxxxx Financial, Inc., a New Hampshire
chartered corporation (the "Employer") and Xxxxxx X. Xxxx (the "Executive"). In
consideration of the mutual covenants contained in this Agreement, the Employer
and the Executive agree as follows:
A. Employment. The Employer agrees to employ the Executive and
the Executive agrees to be employed by the Employer on the terms and
conditions set forth in this Agreement. For the purposes of complying
with and administering its compensation obligations under this
Agreement, the Employer may, at its option, engage its subsidiary, The
Berlin City Bank (the "Bank"), to serve, for such period as the
Employer determines to be necessary, as a joint employer of the
Executive under this Agreement and the Executive accepts any such
employment by the Bank.
B. Capacity. The Executive shall serve the Employer as Senior
Executive Vice President/Chief Operating Officer, subject to election
by the Board of Directors of the Employer (the "Board of Directors").
The Executive shall also serve the Employer in such other or additional
offices as the Executive may be requested to serve by the Chief
Executive Officer (the "CEO") or the Board of Directors. In such
capacity or capacities, the Executive shall perform such services and
duties in connection with the business, affairs and operations of the
Employer as may be assigned or delegated to the Executive from time to
time by or under the authority of the CEO or the Board of Directors.
C. Term. Subject to the provisions of Section 6, the term of
employment pursuant to this Agreement (the "Term") shall be for two (2)
years from the Effective Date and shall be renewed automatically for
periods of one (1) year commencing at the first anniversary of the
Effective Date and on each subsequent anniversary thereafter, unless
either the Executive or the Employer gives written notice to the other
not less than sixty (60) days prior to the date of any such anniversary
of such party's election not to extend the Term.
D. Compensation and Benefits. The regular compensation and
benefits payable to the Executive under this Agreement shall be as
follows:
1. Salary. For all services rendered by the Executive
under this Agreement, the Employer shall pay the Executive a
salary (the "Salary") at an annual rate of $150,000, subject
to increase from time to time in the discretion of the Board
of Directors. The Salary shall be payable in periodic
installments in accordance with the Employer's usual practice
for its senior executives.
2. Bonus or Similar Incentive Programs. The Executive
shall be entitled to participate in any incentive or bonus
program established by the Board of Directors to include the
Executive's position, with such terms as may be established in
the sole discretion of the Board of Directors.
3. Regular Benefits. The Executive shall also be
entitled to participate in any employee benefit plans, medical
insurance plans, life insurance plans, disability income
plans, retirement plans, vacation plans, expense reimbursement
plans and other benefit plans which the Employer may from time
to time have in effect for all or most of its senior
executives; provided that until a package of benefit plans is
established by the Employer, the Executive shall be entitled
to participate in benefit plans in effect for all or most of
the senior executives of the Bank. Such participation shall be
subject to the terms of the applicable plan documents,
generally applicable policies of the Employer, applicable law
and the discretion of the Board of Directors or any
administrative or other committee provided for in or
contemplated by any such plan. Nothing contained in this
Agreement shall be construed to create any obligation on the
part of the Employer to establish any such plan or to maintain
the effectiveness of any such plan which may be in effect from
time to time.
4. Relocation Costs. To reduce the Executive's
expense associated with relocation, the Employer shall provide
the following to the Executive:
a) Duplicate Residence Allowance. The
Employer shall pay to the Executive a Duplicate
Residence Allowance effective for the lesser of (A)
such period as the Executive maintains residences in
both North Carolina and northern New Hampshire; or
(B) nine (9) months. The Duplicate Residence
Allowance for any month shall equal the lesser of (Y)
One Thousand Dollars ($1,000); or (Z) the Executive's
monthly rental or mortgage payment plus the cost of
electricity for a northern New Hampshire residence
for such month.
b) Relocation Allowance. In lieu of any
relocation cost reimbursement other than the
Duplicate Residence Allowance, the Employer shall pay
to the Executive (A) Fifteen Thousand Dollars
($15,000) promptly after the execution of this
Agreement; and (B) Fifteen Thousand Dollars ($15,000)
upon the Executive's relocation to a permanent
residence in northern New Hampshire.
5. Taxation of Payments and Benefits. The Employer
shall undertake to make deductions, withholdings and tax
reports with respect to payments and benefits under this
Agreement to the extent that it reasonably and in good faith
believes that it is required to make such deductions,
withholdings and tax reports. Payments under this Agreement
shall be in amounts net of any such deductions or
withholdings. Nothing in this Agreement shall be construed to
require the Employer to make any payments to compensate the
Executive for any adverse tax effect associated with any
payments or benefits or for any deduction or withholding from
any payment or benefit.
6. Exclusivity of Salary and Benefits. Unless
approved by the Board of Directors, the Executive shall not be
entitled to any payments or benefits other than those provided
under this Agreement.
E. Extent of Service. During the Executive's employment under
this Agreement, the Executive shall, subject to the direction and
supervision of the CEO or the Board of Directors, devote the
Executive's best efforts and business judgment, skill and knowledge to
the advancement of the Employer's interests and to the discharge of the
Executive's duties and responsibilities under this Agreement. The
Executive shall not engage in any other business activity, except as
may be approved by the CEO or the Board of Directors; provided that
nothing in this Agreement shall be construed as preventing the
Executive from:
1. investing the Executive's assets in any company or
other entity in a manner not prohibited by Section 7(d) and in
such form or manner as shall not require any material
activities on the Executive's part in connection with the
operations or affairs of the companies or other entities in
which such investments are made; or
2. engaging in religious, charitable or other
community or non-profit activities that do not impair the
Executive's ability to fulfill the Executive's duties and
responsibilities under this Agreement.
F. Termination and Termination Benefits. Notwithstanding the
provisions of Section 3, the Executive's employment under this
Agreement shall terminate under the following circumstances set forth
in this Section 6.
1. Termination by the Employer for Cause. The
Executive's employment under this Agreement may be terminated
for cause without further liability on the part of the
Employer effective immediately upon a majority vote of the
Board of Directors and written notice to the Executive. Only
the following shall constitute "cause" for such termination:
a) dishonest statements or acts of the
Executive with respect to the business of the
Employer or any affiliate of the Employer;
b) the commission by or indictment of the
Executive for (A) a felony or (B) any misdemeanor
involving moral turpitude, deceit, dishonesty or
fraud ("indictment," for these purposes, meaning an
indictment, probable cause hearing or any other
procedure pursuant to which an initial determination
of probable or reasonable cause with respect to such
offense is made);
c) material failure to perform to the
reasonable satisfaction of the Board of Directors a
substantial portion of the Executive's duties and
responsibilities assigned or delegated under this
Agreement, which failure continues, in the reasonable
judgment of the Board of Directors, for sixty (60)
days after written notice given to the Executive by
the Board of Directors;
d) gross negligence, willful misconduct or
insubordination of the Executive with respect to the
Employer or any affiliate of the Employer; or
e) material breach by the Executive of any
of the Executive's obligations under this Agreement.
2. Termination by the Executive. The Executive's
employment under this Agreement may be terminated by the
Executive by written notice to the Board of Directors or the
CEO at least thirty (30) days prior to such termination.
3. Termination by the Employer Without Cause. Subject
to the payment of Termination Benefits pursuant to Section
6(d), the Executive's employment under this Agreement may be
terminated by the Employer without cause upon written notice
to the Executive by a majority vote of the Board of Directors.
4. Certain Termination Benefits. Unless otherwise
specifically provided in this Agreement or otherwise required
by law, all compensation and benefits payable to the Executive
under this Agreement shall terminate on the date of
termination of the Executive's employment under this
Agreement. Notwithstanding the foregoing, in the event of
termination of the Executive's employment with the Employer
pursuant to Section 6(c) above, the Employer shall provide to
the Executive the following termination benefits ("Termination
Benefits"):
a) continuation of the Executive's Salary at
the rate then in effect pursuant to Section 4(a); and
b) continuation of group health plan
benefits to the extent authorized by and consistent
with 29 U.S.C. Section 1161 et seq. (commonly known
as "COBRA"), with the cost of the regular premium for
such benefits shared in the same relative proportion
by the Employer and the Executive as in effect on the
date of termination.
The Termination Benefits set forth in (i) and (ii) above shall continue
effective until the expiration of the Term; provided that in the event that the
Executive commences any employment or self-employment during the period during
which the Executive is entitled to receive Termination Benefits (the
"Termination Benefits Period"), the remaining amount of Salary due pursuant to
Section 6(d)(i) for the period from the commencement of such employment or
self-employment to the end of the Termination Benefits Period shall be reduced
by one-half of the salary or other cash compensation the Executive receives from
such employment or self-employment attributable to services performed during the
Termination Benefits Period and, if the Executive receives benefits from such
employment or self-employment comparable to those benefits provided by the
Employer, the payments provided under Section 6(d)(ii) shall cease effective as
of the date of commencement of such employment or self-employment. The
Employer's liability for Salary continuation pursuant to Section 6(d)(i) shall
be reduced by the amount of any severance pay due or otherwise paid to the
Executive pursuant to any severance pay plan or stay bonus plan of the Employer.
Notwithstanding the foregoing, nothing in this Section 6(d) shall be construed
to affect the Executive's right to receive COBRA continuation entirely at the
Executive's own cost to the extent that the Executive may continue to be
entitled to COBRA continuation after the Executive's right to cost sharing under
Section 6(d)(ii) ceases. The Executive shall be obligated to give prompt notice
of the date of commencement of any employment or self-employment during the
Termination Benefits Period and shall respond promptly to any reasonable
inquiries concerning any employment or self-employment in which the Executive
engages during the Termination Benefits Period.
1. Disability. If the Executive shall be disabled so as to be unable to
perform the essential functions of the Executive's then existing position or
positions under this Agreement with or without reasonable accommodation, the
Board of Directors by a majority vote may remove the Executive from any
responsibilities and/or reassign the Executive to another position with the
Employer for the remainder of the Term or during the period of such disability.
Notwithstanding any such removal or reassignment, the Executive shall continue
to receive the Executive's full Salary (less any disability pay or sick pay
benefits to which the Executive may be entitled under the Employer's policies)
and benefits under Section 4 of this Agreement (except to the extent that the
Executive may be ineligible for one or more such benefits under applicable plan
terms) for a period of time equal to the lesser of (i) one (1) year; or (ii) the
remainder of the Term. If any question shall arise as to whether during any
period the Executive is disabled so as to be unable to perform the essential
functions of the Executive's then existing position or positions with or without
reasonable accommodation, the Executive may, and at the request of the Employer
shall, submit to the Employer a certification in reasonable detail by a
physician selected by the Employer to whom the Executive or the Executive's
guardian has no reasonable objection as to whether the Executive is so disabled
or how long such disability is expected to continue, and such certification
shall for the purposes of this Agreement be conclusive of the issue. The
Executive shall cooperate with any reasonable request of the physician in
connection with such certification. If such question shall arise and the
Executive shall fail to submit such certification, the Employer's determination
of such issue shall be binding on the Executive. Nothing in this Section 6(e)
shall be construed to waive the Executive's rights, if any, under existing law
including, without limitation, the Family and Medical Leave Act of 1993, 29
U.S.C. Section 2601 et seq. and the Americans with Disabilities Act, 42 U.S.C.
Section 12101 et seq.
2. Termination Following a Change of Control. If there is a Change of
Control, as defined in Section 6(f)(i) below, during the Term, the provisions of
this Section 6(f) shall apply and shall continue to apply throughout the
remainder of the Term. If (1) the Executive's employment is terminated by the
Employer or the Executive following the occurrence of any of the events listed
in Section 6(f)(ii) below or the Executive's employment is terminated without
cause (in accordance with Section 6(c) above); and (2) such termination occurs
both within twelve (12) months following a Change of Control and during the
Term, then the Employer shall provide the Executive (or the Executive's estate,
if applicable) with Termination Benefits for two (2) years from the date of
termination of the Executive's employment. To the extent that Termination
Benefits would otherwise be due to the Executive, this Section 6(f) shall not be
construed to require the provision of any additional pay or benefits to the
Executive.
a) Change of Control shall mean the occurrence of one or more
of the following events:
(1) any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) becomes a "beneficial owner" (as
such term is defined in Rule 13d-3 promulgated under the
Exchange Act) (other than the Employer, any trustee or other
fiduciary holding securities under an employee benefit plan of
the Employer, or any corporation owned, directly or
indirectly, by the stockholders of the Employer, in
substantially the same proportions as their ownership of stock
of the Employer), directly or indirectly, of securities of the
Employer, representing fifty percent (50%) or more of the
combined voting power of the Employer's then outstanding
securities; or
(2) persons who, as of the Effective Date,
constituted the Employer's Board of Directors (the AIncumbent
Board") cease for any reason including, without limitation, as
a result of a tender offer, proxy contest, merger or similar
transaction, to constitute at least a majority of the
Employer's Board of Directors, provided that any person
becoming a director of the Employer subsequent to the
Effective Date whose election was approved by at least a
majority of the directors then comprising the Incumbent Board
shall, for purposes of this Section 6(f), be considered a
member of the Incumbent Board; or
(3) the stockholders of the Employer approve a merger
or consolidation of the Employer with any other corporation or
other entity, other than (1) a merger or consolidation which
would result in the voting securities of the Employer
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than fifty
percent (50%) of the combined voting power of the voting
securities of the Employer or such surviving entity
outstanding immediately after such merger or consolidation or
(2) a merger or consolidation effected to implement a
recapitalization of the Employer (or similar transaction) in
which no "person" (as hereinabove defined) acquires more than
fifty percent (50%) of the combined voting power of the
Employer's then outstanding securities; or
(4) the stockholders of the Employer approve a plan
of complete liquidation of the Employer or an agreement for
the sale or disposition by of all or substantially all of the
Employer's assets.
a) The events referred to in Section 6(f)
above shall be as follows:
(5) a reduction of the Executive's salary other than
a reduction that (1) is based on the Employer's financial
performance or (2) is similar to the reduction made to the
salaries provided to all or most other senior executives of
the Employer; or
(6) a significant change in the Executive's
responsibilities and/or duties which constitutes, when
compared to the Executive's responsibilities and/or duties
before the Change of Control, a demotion.
a) The Executive shall provide the Employer
with reasonable notice and an opportunity to cure any
of the events listed in Section 6(f)(ii) and shall
not be entitled to compensation pursuant to this
Section 6(f) unless the Employer fails to cure within
a reasonable period; and
b) It is the intention of the Executive and
of the Employer that no payments by the Employer to
or for the benefit of the Executive under this
Agreement or any other agreement or plan, if any,
pursuant to which the Executive is entitled to
receive payments or benefits shall be nondeductible
to the Employer by reason of the operation of Section
280G of the Code relating to parachute payments or
any like statutory or regulatory provision.
Accordingly, and notwithstanding any other provision
of this Agreement or any such agreement or plan, if
by reason of the operation of said Section 280G or
any like statutory or regulatory provision, any such
payments exceed the amount which can be deducted by
the Employer, such payments shall be reduced to the
maximum amount which can be deducted by the Employer.
To the extent that payments exceeding such maximum
deductible amount have been made to or for the
benefit of the Executive, such excess payments shall
be refunded to the Employer with interest thereon at
the applicable Federal rate determined under Section
1274(d) of the Code, compounded annually, or at such
other rate as may be required in order that no such
payments shall be nondeductible to the Employer by
reason of the operation of said Section 280G or any
like statutory or regulatory provision. To the extent
that there is more than one method of reducing the
payments to bring them within the limitations of said
Section 280G or any like statutory or regulatory
provision, the Executive shall determine which method
shall be followed, provided that if the Executive
fails to make such determination within forty-five
(45) days after the Employer has given notice of the
need for such reduction, the Employer may determine
the method of such reduction in its sole discretion.
G. Confidential Information, Noncompetition and Cooperation.
1. Confidential Information. As used in this
Agreement, "Confidential Information" means information
belonging to the Employer which is of value to the Employer in
the course of conducting its business and the disclosure of
which could result in a competitive or other disadvantage to
the Employer. Confidential Information includes, without
limitation, financial information, reports, and forecasts;
inventions, improvements and other intellectual property;
trade secrets; know-how; designs, processes or formulae;
software; market or sales information or plans; customer
lists; and business plans, prospects and opportunities (such
as possible acquisitions or dispositions of businesses or
facilities) which have been discussed or considered by the
management of the Employer. Confidential Information includes
information developed by the Executive in the course of the
Executive's employment by the Employer, as well as other
information to which the Executive may have access in
connection with the Executive's employment. Confidential
Information also includes the confidential information of
others with which the Employer has a business relationship.
Notwithstanding the foregoing, Confidential Information does
not include information in the public domain, unless due to
breach of the Executive's duties under Section 7(b).
2. Confidentiality. The Executive understands and
agrees that the Executive's employment creates a relationship
of confidence and trust between the Executive and the Employer
with respect to all Confidential Information. At all times,
both during the Executive's employment with the Employer and
after its termination, the Executive will keep in confidence
and trust all such Confidential Information, and will not use
or disclose any such Confidential Information without the
written consent of the Employer, except as may be necessary in
the ordinary course of performing the Executive's duties to
the Employer.
3. Documents, Records, etc. All documents, records,
data, apparatus, equipment and other physical property,
whether or not pertaining to Confidential Information, which
are furnished to the Executive by the Employer or are produced
by the Executive in connection with the Executive's employment
will be and remain the sole property of the Employer. The
Executive will return to the Employer all such materials and
property as and when requested by the Employer. In any event,
the Executive will return all such materials and property
immediately upon termination of the Executive's employment for
any reason. The Executive will not retain with the Executive
any such material or property or any copies thereof after such
termination.
4. Noncompetition and Nonsolicitation. During the
Term, and for one (1) year thereafter (or during the
Termination Benefits Period, if longer), the Executive (i)
will not, directly or indirectly, whether as owner, partner,
shareholder, consultant, agent, employee, co-venturer or
otherwise, engage, participate, assist or invest in any
Competing Business (as hereinafter defined); (ii) will refrain
from directly or indirectly employing, attempting to employ,
recruiting or otherwise soliciting, inducing or influencing
any person to leave employment with the Employer (other than
terminations of employment of subordinate employees undertaken
in the course of the Executive's employment with the
Employer); and (iii) will refrain from soliciting or
encouraging any customer or supplier to terminate or otherwise
modify adversely its business relationship with the Employer;
provided, however, that the foregoing restriction shall not
apply in the event the Executive's employment under this
Agreement is terminated pursuant to Section 6(c) hereof. The
Executive understands that the restrictions set forth in this
Section 7(d) are intended to protect the Employer's interest
in its Confidential Information and established employee,
customer and supplier relationships and goodwill, and agrees
that such restrictions are reasonable and appropriate for this
purpose. For purposes of this Agreement, the term "Competing
Business" shall mean a business conducted anywhere in the
State of New Hampshire which is competitive with any business
which the Employer or any of its affiliates conducts or
proposes to conduct at any time during the employment of the
Executive. Notwithstanding the foregoing, the Executive may
own up to one percent (1%) of the outstanding stock of a
publicly held corporation which constitutes or is affiliated
with a Competing Business. Nowithstanding the foregoing, in
the event that the Executive becomes entitled to Termination
Benefits pursuant to Section 6(f) ("Termination Following a
Change of Control"), this Section 7(d) shall not apply to the
Executive with respect to the Executive's activities during
any period following the termination of the Executive's
employment.
5. Third-Party Agreements and Rights. The Executive
hereby confirms that the Executive is not bound by the terms
of any agreement with any previous employer or other party
which restricts in any way the Executive's use or disclosure
of information or the Executive's engagement in any business.
The Executive represents to the Employer that the Executive's
execution of this Agreement, the Executive's employment with
the Employer and the performance of the Executive's proposed
duties for the Employer will not violate any obligations the
Executive may have to any such previous employer or other
party. In the Executive's work for the Employer, the Executive
will not disclose or make use of any information in violation
of any agreements with or rights of any such previous employer
or other party, and the Executive will not bring to the
premises of the Employer any copies or other tangible
embodiments of non-public information belonging to or obtained
from any such previous employment or other party.
6. Litigation and Regulatory Cooperation. During and
after the Executive's employment, the Executive shall
cooperate fully with the Employer in the defense or
prosecution of any claims or actions now in existence or which
may be brought in the future against or on behalf of the
Employer which relate to events or occurrences that transpired
while the Executive was employed by the Employer. The
Executive's full cooperation in connection with such claims or
actions shall include, but not be limited to, being available
to meet with counsel to prepare for discovery or trial and to
act as a witness on behalf of the Employer at mutually
convenient times. During and after the Executive's employment,
the Executive also shall cooperate fully with the Employer in
connection with any investigation or review of any federal,
state or local regulatory authority as any such investigation
or review relates to events or occurrences that transpired
while the Executive was employed by the Employer. The Employer
shall reimburse the Executive for any reasonable out-of-pocket
expenses incurred in connection with the Executive's
performance of obligations pursuant to this Section 7(f).
7. Injunction. The Executive agrees that it would be
difficult to measure any damages caused to the Employer which
might result from any breach by the Executive of the promises
set forth in this Section 7, and that in any event money
damages would be an inadequate remedy for any such breach.
Accordingly, subject to Section 8 of this Agreement, the
Executive agrees that if the Executive breaches, or proposes
to breach, any portion of this Agreement, the Employer shall
be entitled, in addition to all other remedies that it may
have, to an injunction or other appropriate equitable relief
to restrain any such breach without showing or proving any
actual damage to the Employer.
H. Arbitration of Disputes. Any controversy or claim arising
out of or relating to this Agreement or the breach thereof or otherwise
arising out of the Executive's employment or the termination of that
employment (including, without limitation, any claims of unlawful
employment discrimination whether based on age or otherwise) shall, to
the fullest extent permitted by law, be settled by arbitration in any
forum and form agreed upon by the parties or, in the absence of such an
agreement, under the auspices of the American Arbitration Association
("AAA") in Boston, Massachusetts in accordance with the Employment
Dispute Resolution Rules of the AAA, including, but not limited to, the
rules and procedures applicable to the selection of arbitrators. In the
event that any person or entity other than the Executive or the
Employer may be a party with regard to any such controversy or claim,
such controversy or claim shall be submitted to arbitration subject to
such other person or entity's agreement. Judgment upon the award
rendered by the arbitrator may be entered in any court having
jurisdiction thereof. This Section 8 shall be specifically enforceable.
Notwithstanding the foregoing, this Section 8 shall not preclude either
party from pursuing a court action for the sole purpose of obtaining a
temporary restraining order or a preliminary injunction in
circumstances in which such relief is appropriate; provided that any
other relief shall be pursued through an arbitration proceeding
pursuant to this Section 8.
I. Consent to Jurisdiction. To the extent that any court
action is permitted consistent with or to enforce Section 8 of this
Agreement, the parties hereby consent to the jurisdiction of the
Superior Court of the State of New Hampshire and the United States
District Court for the District of New Hampshire. Accordingly, with
respect to any such court action, the Executive (a) submits to the
personal jurisdiction of such courts; (b) consents to service of
process; and (c) waives any other requirement (whether imposed by
statute, rule of court, or otherwise) with respect to personal
jurisdiction or service of process.
J. Integration. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof
and supersedes all prior agreements between the parties with respect to
any related subject matter.
K. Assignment; Successors and Assigns, etc. Neither the
Employer nor the Executive may make any assignment of this Agreement or
any interest herein, by operation of law or otherwise, without the
prior written consent of the other party; provided that the Employer
may assign its rights under this Agreement without the consent of the
Executive in the event that the Employer shall effect a reorganization,
consolidate with or merge into any other corporation, partnership,
organization or other entity, or transfer all or substantially all of
its properties or assets to any other corporation, partnership,
organization or other entity. This Agreement shall inure to the benefit
of and be binding upon the Employer and the Executive, their respective
successors, executors, administrators, heirs and permitted assigns.
L. Enforceability. If any portion or provision of this
Agreement (including, without limitation, any portion or provision of
any section of this Agreement) shall to any extent be declared illegal
or unenforceable by a court of competent jurisdiction, then the
remainder of this Agreement, or the application of such portion or
provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and
each portion and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
M. Waiver. No waiver of any provision hereof shall be
effective unless made in writing and signed by the waiving party. The
failure of any party to require the performance of any term or
obligation of this Agreement, or the waiver by any party of any breach
of this Agreement, shall not prevent any subsequent enforcement of such
term or obligation or be deemed a waiver of any subsequent breach.
N. Notices. Any notices, requests, demands and other
communications provided for by this Agreement shall be sufficient if in
writing and delivered in person or sent by a nationally recognized
overnight courier service or by registered or certified mail, postage
prepaid, return receipt requested, to the Executive at the last address
the Executive has filed in writing with the Employer or, in the case of
the Employer, at its main offices, attention of the Board of Directors
or the CEO, and shall be effective on the date of delivery in person or
by courier or three (3) days after the date mailed.
O. Amendment. This Agreement may be amended or modified only
by a written instrument signed by the Executive and by a duly
authorized representative of the Employer.
P. Governing Law. This is a New Hampshire contract and shall
be construed under and be governed in all respects by the laws of the
State of New Hampshire, without giving effect to the conflict of laws
principles of such State.
Q. Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be
taken to be an original; but such counterparts shall together
constitute one and the same document.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Employer, by its duly authorized officer, and by the
Executive, as of the Effective Date.
XXXXXXXX FINANCIAL, INC.
Attest:
By: /S/ Xxxxxxx X. Xxxxxxxx
-----------------------
By: /S/ Xxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxx
------------------- Title: President and CEO
Name: Xxx X. Xxxxx
Title: Assistant to the Office of the
Chairman of the Board
EMPLOYEE
/S/ Xxxxxx X. Xxxx
-------------------
Xxxxxx X. Xxxx
