EMPLOYMENT AGREEMENT
THIS AGREEMENT, entered into as of this 30th day of September, 1997,
by and between FIRST REPUBLIC BANK, a Pennsylvania banking corporation
("Bank"), and XXXXXX X. XxXXXXXXX ("Executive"),
WHEREAS, Bank desires to employ Executive as Executive Vice
President subject to the terms of this Agreement, and
WHEREAS, Executive desires to be employed in such capacity by Bank;
NOW THEREFORE, in consideration of the mutual promises contained
herein, and other good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound hereby, the
parties agree as follows:
1. Term. This Agreement shall commence on September 30, 1997 and
shall continue until terminated pursuant to the terms hereof.
2. Duties. The Bank hereby appoints Executive as Executive Vice
President of the Bank pursuant to the terms hereof. Executive shall
faithfully perform such duties as are customarily required of Executive Vice
President and shall devote his entire time, energy and attention to those
duties and to such other duties as may be assigned to him by the Chief
Executive Officer and the Board of Directors of the Bank (the "Board").
3. Compensation.
(a) Regular Compensation. For all services rendered by
Executive under this Agreement, Bank shall pay Executive in accordance with
the normal payment practices of Bank an annual salary of One Hundred Thousand
and 00/100 Dollars ($100,000.00) together with such interim increases during
the term of this Agreement approved by the Board or its compensation or
similar committee provided that eligibility for such increase in no way
guarantees any such increases, the grantors or withholding of which is
totally within the discretion of the Board or its committees.
(b) Compensation Plans. Executive shall be eligible to
participate in any bonus, stock purchase or grant, stock option, deferred
compensation or other compensation plans presently or hereafter maintained by
the Bank for its senior executives. Eligibility in no way guarantees
Executive's receipt of any bonus, stock grant, stock option or other
compensation pursuant to such plans, the granting of which is, and shall be,
in the sole discretion of the Board or its designated Compensation Committee
or any committee performing a similar function. Executive shall also be
eligible to participate in any retirement or savings plan presently or
hereafter maintained for the benefit of all employees of Bank.
(c) Benefits. Bank shall maintain such basic medical,
hospitalization, group life insurance, long-term disability and major medical
insurance coverage for Executive and his dependents as it maintains for its
Executives from time to time. Executive shall be entitled to a vacation in
accordance with policies set by the Board of Directors of the Bank ("Board").
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(d ) Automobile Allowance. During the term of this Agreement,
Executive shall have a monthly automobile allowance of $600.00 plus
reimbursement for reasonable operating and significant maintenance expenses,
expenses for parking convenient to the Bank and use of a car telephone, as
long as such telephone is used primarily for business use.
(e) Travel Expense. During the term of this Agreement,
Executive shall be reimbursed for normal and reasonable travel expenses
incurred on behalf of the Bank.
(f) Entertainment Expense. Executive will be reimbursed for
all reasonable expenses incurred by Executive in fulfillment of his duties on
behalf of the Bank, including entertainment, business meals and the like.
(g) Approvals. All expenses incurred by the Executive under
subparagraphs (e) and (f) hereof must be approved by the President or
Chairman of the Bank.
4. Termination.
(a) The Bank may terminate this agreement by giving twelve
(12) months written notice to the Executive; and upon the giving of such
notice all rights, duties and obligations hereunder shall cease and terminate
except as provided in Paragraphs 5, 6 and 7 hereof and except that Executive
shall continue to be paid his salary compensation only until the expiration
of the said twelve (12) month period.
(b) This Agreement shall automatically terminate upon the
death of Executive.
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(c) This Agreement shall automatically terminate upon
Executive's "total disability". The term "total disability" shall have the
same meaning as ascribed to it in the Bank's long-term disability insurance
policy.
(d) In the event Executive is found to have engaged in gross
misconduct detrimental to the Bank or in the event Executive is indicted for
a criminal offense involving moral turpitude, Bank may terminate Executive
for cause immediately by sending written notice to such effect to the
Executive.
(e) The Executive may terminate this Agreement at any time
upon thirty (30) days written notice to Bank and upon the lapse of said
thirty (30) day period all rights duties and obligations of the parties
hereunder shall cease and terminate except as provided in Paragraphs 5, 6 and
7 hereof.
(f) Termination shall not prejudice any remedy that the
terminating party may have, either at law, in equity, or under this agreement.
5. Payments to Executive Upon Termination.
(a) In the event of the termination of Executive's employment
pursuant to Paragraphs 4(b) or (c), as consideration for Executive's services
to Bank prior to Executive's termination, Bank shall continue to pay to
Executive, or to his estate, as the case may be, for the duration of the
Severance Period, such compensation in such manner as had been received by
Executive immediately prior to termination. The "Severance Period" shall be
a period of time commencing at the termination of employment and continuing
for ninety (90) days thereafter.
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(b) Under no other circumstances shall Bank be obligated to
pay any compensation to Executive following termination of employment
pursuant to Paragraphs 4(d) or (e) above; provided however, the provisions of
Paragraphs 5(d), 6 and 7 hereof shall continue to be effective following such
termination.
(c) Bank shall have the option to accelerate payment of the
sum(s) due during the Severance Period and to pay such sum(s) in such lump
payment(s) as Bank shall deem appropriate provided that all such payments
shall be made during the Severance Period and such number of payments shall
not be greater than would have resulted from payment in accordance with
Bank's standard practices.
(d) If the Bank terminates this Agreement under Paragraph 4(a)
above, or if Executive terminates this Agreement under Paragraph 4(e) hereof,
the Bank, at its option, may accelerate the payment of sums due to Executive
for the balance of the term of this Agreement and pay such sums in such lump
sum payments as Bank shall deem appropriate; provided that all such payments
shall be made during the twelve (12) month period following the notice of
termination of this Agreement under Paragraph 4(b) hereof and the total of
such lump sum payments shall not be less than would have resulted from
payment in accordance with the Bank's standard policies.
6. Non-Solicitation/Confidentiality.
(a) Executive agrees that he shall not solicit, entice or
contact Bank's executives for purposes of having such executives engage in
direct competition with Bank.
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(b) Executive acknowledges that, in the course of his
employment by Bank, he will have access to confidential information, trade
secrets, and unique business procedures and information which are,or may
become, the valuable property of Bank. Executive agrees not to disclose for
any reason, directly or indirectly, any confidential, trade secret or other
proprietary information, as determined by Bank in its reasonable discretion,
at any time, during or after the period Executive is employed by Bank, for
any purpose other than to perform his assigned duties on behalf of Bank.
7. Remedy.
(a) In the event that Executive breaches any provision of
Paragraph 6 of this Agreement, Executive shall forfeit immediately any right
to compensation or other payments under Paragraphs 3, 4 and 5 of this
Agreement, except for salary obligations accrued prior to such default.
(b) Bank and Executive acknowledge and agree that any breach of
Paragraph 6 of this Agreement by Executive would cause irreparable injury to
Bank and that Bank's remedy at law for any breach of any of Executive's
obligations hereunder would be inadequate, and Executive agrees and consents
that, temporary and permanent injunctive relief may be granted in any
proceeding which may be brought to enforce any provision of Paragraph 6
hereof without necessity of proof that Bank's remedy at law is inadequate.
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8. Notices. Any and all notices, designations, consents, offers,
acceptances, or any other communications provided for herein shall be given
in writing by registered or certified mail, return receipt requested at the
addresses set forth below.
If to the Bank:
0000 Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: President
If to the Executive:
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx 0X
Xxxxxx Xxxx, XX 00000
or to such other addresses as either party may designate by notice in writing
as provided herein.
9. Invalid Provisions. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and the Agreement shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.
10. Modification. No change or modification of this Agreement
shall be enforceable against any party unless the same be in writing and
signed by the party against whom enforcement is sought.
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11. Entire Agreement. This Agreement represents the entire
agreement between the parties with respect to the subject matter hereof, and
supersedes all prior agreements and understandings with respect thereto.
12. Headings. Any headings preceding the text of the several
paragraphs hereof are inserted solely for the convenience of reference and
shall not constitute a part of this Agreement, nor shall they affect its
meaning, construction or effect.
13. Successors, Assigns. This Agreement shall inure to the benefit
of and be binding upon the parties hereto, and their respective heirs,
executors, administrators, successors and, to the extent permitted herein,
assigns. Notwithstanding the foregoing, Executive may not assign his rights,
or delegate his duties, hereunder.
14. Governing Law. This Agreement shall be governed as to
validity, interpretation and effect by the law of the Commonwealth of
Pennsylvania.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands
and seals the date and year above first written.
FIRST REPUBLIC BANK
__________________________ ____________________________________
Attest: By: Xxxx X. Xxxxxxxx, President
(Assistant) Secretary
(Corporate Seal)
__________________________ ____________________________________(Seal)
Witness Xxxxxx X. XxXxxxxxx
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