EXHIBIT 10.14
EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of the 12th day of February,
2003, by and between THE BANK OF SOUTHERN CONNECTICUT, INC., having its
principal place of business in New Haven, Connecticut (hereinafter referred to
as the "Employer") and XXXXXXX X. XXXXXXXX, residing in Woodbridge, Connecticut
(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 Employer desires 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 a agree as follows:
1. Employment. The Employer agrees to employ the Employee as President
and Chief Operating Officer of the Employer 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.
2. Term of Employment. The Term of Employment shall commence on
February 12, 2003, and shall end on December 31, 2004. Notwithstanding the
foregoing, the term of Employment shall end if sooner terminated as provided in
Section 5.
3. Duties of Employment. The Employee agrees that, so long as he shall
be employed by the Employer, the Employee shall perform all duties assigned or
delegated to him under the by laws of the Employer or from time to time by the
Board of Directors of the Employer consistent with his position as President and
Chief Operating Officer of the Employer 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 Employer, devoting his
full time, best efforts and attention to the advancement of the interests and
business of the Employer. The Employee shall also serve as a member of the Board
of Directors of the Employer. 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 Employer. It is understood that the Employee may
have other directorships which may, from time to time, require minor portions of
his time but which shall not interfere or be inconsistent with his duties
hereunder; PROVIDED, HOWEVER, that each such directorship shall be subject to
the approval of the Board of Directors of the Employer, which approval shall not
be unreasonably withheld. In the event of the retirement or termination for any
reason of the Chief Executive Officer of the Employer, the Employer agrees to
give consideration to selecting the Employee as Chief Executive Officer.
4. Compensation. During the Term of Employment, the Employer shall pay
to the Employee as compensation for the services to be rendered by him hereunder
the following:
(a) The Employer shall pay to the Employee a base salary at
the rate of ONE HUNDRED THIRTY THOUSAND DOLLARS ($130,000.00) through December
31, 2003. The Employee shall receive an increase in base salary commencing on
January 1, 2004 for the balance of the Term of Employment as the Board of
Directors of the Employer shall determine but such increase shall be no less
than five per cent (5%) of his previous base salary. Such compensation shall be
payable in accordance with normal payroll practices of the Employer.
(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 Employer may in its 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 of which may be made a
condition to 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 Employer 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 Employer hereunder.
(d) The Employer shall provide group life insurance,
comprehensive health insurance and Major Medical coverage for the Employee
comparable to such coverage provided for officers of the Employer generally. The
Employee shall be eligible to participate in any profit sharing plan or Section
401(k) plan of the Employer in accordance with the terms thereof.
(e) The Employer shall pay for the lease payments, insurance
and personal property tax on the Employee's present car and for all other car
expenses related to the business activities of the Employer.
(f) The Employer shall pay the monthly membership fee of the
Employee at the Quinnipiack Club in New Haven, Connecticut.
5. Termination of Employment.
(a) The Employer shall have the right to terminate this
Agreement upon the occurrence of any one of the following events:
(1) The Employee's conviction of a felony or any other
crime involving the Employee's morals or honesty.
(2) Dereliction in the performance of the Employee's duties
hereunder.
(3) Failure of the Employee to adhere to the policies set
forth by the Board of Directors of the Employer.
(4) Failure of the Employee to qualify for a bond.
(5) Death, total disability, or drug abuse or alcoholism,
which prevents the Employee from performing his functions under this Agreement.
(b) In the event the Employee's position as President and
Chief Operating Officer shall end or the Employee's responsibilities shall be
significantly reduced as a result of a "Business Combination", the Employer
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 purposes of
this Agreement shall be defined as the sale by the Employer of all or
substantially all of its assets, the acquisition of fifty-one percent (51%) of
the Employer's outstanding voting stock, or the merger of the Employer with
another corporation as a result of which the Employer is not the surviving
entity.
(c) In the event of a termination of employment of the
Employee by the Employer (including a 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 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.
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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 Employer and the Chief Executive
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.
7. Incentive Stock Options. Upon commencement of employment, the
Employer 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 at the market price on the date of the commencement of the Employee's
employment 20,000 shares of common stock in Southern Connecticut Bancorp, Inc.
under the stock option plan adopted for employees of the Employer.
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 Employer, 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 Employer, and, in the case of
the Employer, 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.
9. Successors and Assigns. The rights and obligations of the Employer
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 Employer, including, without limitation, any corporation, individual or
other person or entity which may acquire all or substantially all of the assets
and business of Employer, or of any division of the Employer for which the
Employee has primary management responsibility, or with or into which the
Employer may be consolidated or merged or any surviving corporation in any
merger involving the Employer.
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 provided that any such dispute shall first be
submitted to the Employer's 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.
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.
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 the
Agreement.
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IN WITNESS WHEREOF, Employer has caused this Agreement to be executed
by a duly authorized officer and Employee has hereunto set his hand, the day
first above written.
Witnesses: EMPLOYER:
THE BANK OF SOUTHERN CONNECTICUT, INC.
Xxxxx X. Xxxxx, April 25, 2003 By /S/ Xxxxx Xxxxxx, April 25, 2003
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Xxxxx Xxxxxx
Its Vice Chairman
EMPLOYEE:
Xxxxx X. Xxxxx, April 25, 2003 By /S/ Xxxxxxx X. Xxxxxxxx, April 25, 2003
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XXXXXXX X. XXXXXXXX
STATE OF CONNECTICUT )
) ss.:
COUNTY OF NEW HAVEN )
On this the 25th day of April, 2003, before me, Xxxxxxxxx X. Xxxxxx, the
undersigned officer, personally appeared Xxxxx X. Xxxxxx, 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.
By /S/ Xxxxxxxxx X. Xxxxxx, April 25, 2003
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Xxxxxxxxx X. Xxxxxx
Commissioner of the Superior Court/
Notary Public
STATE OF CONNECTICUT )
) ss.:
COUNTY OF NEW HAVEN )
On this the 25th day of April, 2003, before me, Xxxxxxxxx X. Xxxxxx, the
undersigned officer, personally appeared XXXXXXX 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.
By /S/ Xxxxxxxxx X. Xxxxxx, April 25, 2003
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Xxxxxxxxx X. Xxxxxx
Commissioner of the Superior Court/
Notary Public
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