EMPLOYMENT AGREEMENT
Exhibit
10.1
This
Agreement is made and entered into effective as of the 1st day of January, 2010 by and between SOUTHERN
CONNECTICUT BANCORP, INC. and it subsidiary, THE BANK OF SOUTHERN CONNECTICUT,
having its principal place of business in New Haven, Connecticut (hereinafter
referred to as the “Employer”) and Xxxx X. Xxxxxxx, residing in Madison,
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 agree as follows:
1. Employment: The
Employer agrees to employ the Employee as President and Chief Operating Officer
of the Employer beginning January 1, 2010, 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 January
1, 2010, and end on December 31, 2010. 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 and/or from time to time by
the independent Board of Directors of the Employer consistent with his position
as President and Chief Operating Officer. The Employee 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 understands that the
independent Board of Directors may establish an Executive Committee which will
provide advice and/or guidance, but further understands that any adverse
employment decision, up to and including termination, may only occur by vote of
the full Board of Directors. 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.
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 annual rate of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) for the
calendar year 2010. 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 salary increases and other such merit bonuses reflecting job
performance achievements, and/or such other form(s) of merit compensation, as
the independent Board of Directors of the Employer may in its discretion
determine at the end of each calendar year(s) during the Term of
Employment. The independent Board of Directors may establish one or
more individual or corporate goals for each year, the achievement of which may
be made a condition to the payment of any additional compensation to the
Employee. Such goals shall be communicated to the Employee and shall
be stated to be a condition to the payment of such additional compensation to
the Employee.
(c) At
the end of each month during the Term of Employment, the Employer shall
reimburse the Employee for reasonable business related 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 all cell phone expenses of the Employee.
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:
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(1)
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The
Employee’s conviction of a felony or any other crime involving the
Employee’s morals or honesty.
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(2)
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Dereliction
in the performance of the Employee’s duties
hereunder.
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(3)
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Failure
of the Employee to adhere to the policies set forth by the Board of
Directors of the Employer.
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(4)
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Failure
of the Employee to qualify for a
bond.
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(5)
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Death,
total disability, or drug abuse or alcoholism, which prevents the Employee
from performing his functions under this
Agreement.
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(b) Should
the Employer enter into a “Business Combination” during the Term of Employment,
the entity remaining after the “Business Combination” occurs shall pay the
Employee a lump sum payment in an amount equal to two times the total of the
Employee’s then current base annual salary plus the amount of any bonus for the
prior calendar year in the event that (i) the Employee is not offered a position
with the remaining entity at the Employee’s then current base annual salary or
(ii) the Employee is terminated, other than a termination under subparagraph 5
(a), within two years following a “Business Combination.”. In either
such event, 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 and all of the Employee’s stock options and restricted stock
previously granted to the Employee by the Employer shall immediately become
fully vested. As a condition of the closing or acquisition of stock
resulting in a “Business Combination,” the entity remaining shall agree in
writing to honor and comply with this paragraph 5(b). 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
(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
under subparagraph 5(a), the Employee shall be entitled to continuation of
benefits under subparagraph 4(e) of this Agreement for the balance of the
unexpired Term of Employment to be paid at the Employee’s option in a lump sum
or ratably over the balance of said term.
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. 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 for the
year of the Employee’s termination. 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. The
Employee shall comply with any banking regulations relating to the scheduling of
vacation time.
7. Incentive Stock
Options. No incentive stock options (“ISO’s”) within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to
purchase common stock in Southern Connecticut Bancorp, Inc. under the stock
option plan adopted for employees of the Employer have been promised the
Employee. Any further grant of stock options shall be in the sole and
absolute discretion of the Board of Directors of the Employer based upon
criteria to be established by the Board of Directors.
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 and
the Chairman of the Compensation Committee, 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 and to the Chairman of the Compensation Committee at his place of
business, 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 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 New Haven, Connecticut, in accordance with the Employment 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. A single arbitrator shall
decide each dispute. 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 or competent jurisdiction,
such term of 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 be considered a part of the terms and provisions of
the Agreement.
IN
WITNESS WHEREOF, Employer has caused this Agreement to be executed by a duly
authorized officer and Employee has hereunto set his hand, effective as of the
date first written above.
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EMPLOYER:
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SOUTHERN
CONNECTICUT BANCORP, INC.
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THE
BANK OF SOUTHERN CONNECTICUT, INC.
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BY: |
/S/
Xxxx X.
Xxxxxxxx
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XXXX
X. XXXXXXXX
Chairman,
Compensation Committee
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EMPLOYEE:
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/S/
Xxxx X.
Xxxxxxx
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Xxxx
X. Xxxxxxx
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