EXHIBIT 10.8
EMPLOYMENT AGREEMENT
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THIS AGREEMENT MADE THE 17TH DAY OF OCTOBER 1997, BY AND BETWEEN THE FIRST
NATIONAL BANK OF THE XXXXXX VALLEY, A NATIONAL BANKING CORPORATION, ORGANIZED
AND EXISTING UNDER AND BY VIRTUE OF THE LAWS OF THE UNITED STATES OF AMERICA
WITH PRINCIPAL OFFICES LOCATED AT XXXXX 00, XXXXXXXXXXXXX, XXX XXXX 00000,
HEREINAFTER (THE "BANK") AND XXXXX X. XXXXXXXXXX, RESIDING AT 00 XXXXX XXXXX,
XXXXXXXX, XXX XXXX 00000, HEREINAFTER ("XXXXXXXXXX").
WHEREAS, XXXXXXXXXX IS NOW EMPLOYED BY THE BANK AS ITS EXECUTIVE VICE
PRESIDENT, AND IS CONSIDERED AN EXECUTIVE OFFICER AS DEFINED BY THE UNITED
STATES CODE AND REGULATIONS PROMULGATED BY THE COMPTROLLER OF THE CURRENCY OF
THE UNITED STATES OF AMERICA, AND
WHEREAS, THE BOARD OF DIRECTORS OF THE BANK HAS ADOPTED SEVERAL PERSONNEL
POLICIES RELATING TO OFFICERS EMPLOYED BY THE BANK, AND
WHEREAS, THE PARTIES DESIRE TO ENTER INTO AN AGREEMENT TO INCORPORATE THESE
PERSONNEL POLICIES AS WELL AS TO SET FORTH THEIR AGREEMENT WITH RESPECT TO OTHER
ISSUES RELATING TO THE EMPLOYMENT OF XXXXXXXXXX AS EXECUTIVE VICE PRESIDENT OF
THE BANK.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND AGREEMENTS
HEREINAFTER CONTAINED, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. EMPLOYMENT: THE BANK EMPLOYS AND ENGAGES XXXXXXXXXX AS ITS EXECUTIVE
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VICE
PRESIDENT AND XXXXXXXXXX ACCEPTS AND AGREES TO EMPLOYMENT, SUBJECT TO THE
GENERAL
____________DMF ____________JVW
SUPERVISION AND PURSUANT TO THE ORDERS, ADVICE AND DIRECTION OF THE BOARD OF
DIRECTORS OF THE BANK. XXXXXXXXXX SHALL PERFORM SUCH OTHER DUTIES AS
CUSTOMARILY PERFORMED BY ONE HOLDING SUCH A POSITION IN THE BUSINESS OF BANKING.
2. TERM OF EMPLOYMENT: THE TERM OF THIS AGREEMENT SHALL BE A PERIOD OF
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THREE (3) YEARS, COMMENCING OCTOBER 17, 1997 AND TERMINATING OCTOBER 16, 2000,
SUBJECT HOWEVER, TO PRIOR TERMINATION AS HEREINAFTER PROVIDED. AT THE
EXPIRATION DATE OF OCTOBER 16, 2000, T HIS AGREEMENT SHALL BE CONSIDERED
AUTOMATICALLY RENEWED FOR REGULAR PERIODS OF ONE (1) YEAR, PROVIDED NEITHER
PARTY SUBMITS AN EARLIER NOTICE OF TERMINATION.
3. COMPENSATION: THE BANK SHALL PAY XXXXXXXXXX, AND XXXXXXXXXX SHALL
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ACCEPT FROM THE BANK IN FULL PAYMENT FOR HIS SERVICES AS EXECUTIVE VICE
PRESIDENT, BASE COMPENSATION AT THE RATE OF ONE HUNDRED FIFTEEN THOUSAND
($115,000.00) DOLLARS PAYABLE AT THE RATE OF FOUR THOUSAND FOUR HUNDRED TWENTY
THREE DOLLARS AND EIGHT CENTS ($4,423.08) PER PAY PERIOD WHILE THIS AGREEMENT
SHALL BE IN FORCE ("BASE COMPENSATION"). XXXXXXXXXX WILL ALSO SERVE AS A
DIRECTOR OF THE FIRST NATIONAL BANK OF THE XXXXXX VALLEY. AS A DIRECTOR,
XXXXXXXXXX WILL BE ENTITLED TO ALL COMPENSATION AND BENEFITS OF BOARD MEMBERS
WHO ARE ALSO EXECUTIVES OF THE COMPANY, SPECIFICALLY ANNUAL DIRECTORS' FEES.
ADDITIONALLY, XXXXXXXXXX WILL BE A MEMBER OF THE SENIOR MANAGEMENT COMMITTEE OF
THE FIRST NATIONAL BANK OF THE XXXXXX VALLEY AND WILL REPORT DIRECTLY TO XXXX X.
XXXXXXXXX, PRESIDENT AND C.E.O. OR HIS SUCCESSOR. XX. XXXXXXXXXX'X COMPENSATION
WILL BE REVIEWED ON OCTOBER 17, 1998 AND IN ADHERENCE WITH THE BANK'S NORMAL
COMPENSATION REVIEW PROGRAM THEREAFTER. CURRENTLY, EXECUTIVE VICE PRESIDENTS ARE
REVIEWED FOR SALARY ACTION EVERY TWENTY FOUR (24) MONTHS.
__________DMF __________JVW
4. BENEFITS: XXXXXXXXXX SHALL PARTICIPATE IN ALL GENERALLY AVAILABLE
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EMPLOYEE BENEFIT PLANS AND PROGRAMS FOR SENIOR OFFICERS OF THE BANK OF EVERY
NATURE AND SHALL, IN FACT, BE ENTITLED TO PARTICIPATE IN AND BE A MEMBER OF ALL
SUCH BENEFIT PLANS AND, WHERE SUCH PLANS ARE "PROPORTIONATE TO COMPENSATION"
PLANS, IN PROPORTION TO HIS COMPENSATION HEREUNDER. BENEFIT PLANS SHALL
INCLUDE, BUT NOT BE LIMITED TO GROUP LIFE, DISABILITY, HOSPITALIZATION AND MAJOR
MEDICAL INSURANCE COVERAGE, STOCK OPTIONS, STOCK PURCHASE OR BONUS PLANS,
RETIREMENT PROGRAMS, PROFIT SHARING ARRANGEMENTS AND OTHER INCENTIVE
COMPENSATION PLANS. XXXXXXXXXX'X ELIGIBLE DEPENDENTS SHALL ALSO BE COVERED UNDER
ANY SUCH PLANS AND BENEFIT PROGRAMS TO THE EXTENT THAT DEPENDENTS OF OTHER
EMPLOYEES ARE SIMILARLY PROVIDED FOR.
ANNUAL GOLF DUES AND FEES FOR MEMBERSHIP AT THE POWELTON CLUB OF NEWBURGH
WILL BE REIMBURSED BY THE BANK.
XXXXXXXXXX SHALL BE PROVIDED WITH A COMPANY AUTOMOBILE UNDER ARRANGEMENTS
AT LEAST EQUIVALENT TO THOSE CURRENTLY IN EFFECT WITH RESPECT TO OTHER BANK
SENIOR EXECUTIVES.
XXXXXXXXXX IS AUTHORIZED TO INCUR REASONABLE EXPENSES FOR PROMOTING THE
BUSINESS OF THE BANK. UPON SUBMISSION OF PROPER DOCUMENTS, THE BANK SHALL
REIMBURSE HIM FOR ALL EXPENSES INCLUDING ENTERTAINMENT, TRAVEL AND MISCELLANEOUS
OTHER EXPENSES REASONABLE INCURRED IN PROMOTING THE BUSINESS OF THE BANK AND IN
PERFORMING HIS DUTIES AS AN OFFICER OF THE BANK.
__________DMF __________JVW
5. PERFORMANCE OF DUTIES: XXXXXXXXXX AGREES THAT HE WILL AT ALL TIMES
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FAITHFULLY, INDUSTRIOUSLY, AND TO THE BEST OF HIS ABILITY, EXPERIENCE AND
TALENT, PERFORM ALL OF THE DUTIES THAT MAY BE REQUIRED OF AND FROM HIM PURSUANT
TO THE EXPRESS TERMS HEREIN AND TO THE REASONABLE SATISFACTION OF THE BANK.
SUCH DUTIES SHALL BE RENDERED AT XXXXX 00, XXXXXXXXXXXXX, XXX XXXX AND AT SUCH
OTHER PLACES AS THE BANK SHALL IN GOOD FAITH REQUIRE OR AS THE INTEREST, NEEDS,
BUSINESS OR OPPORTUNITY OF THE BANK SHALL REQUIRE OR MAKE ADVISABLE.
6. TERMINATION: THIS AGREEMENT MAY BE TERMINATED BY EITHER PARTY ON
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THIRTY (30) DAYS WRITTEN NOTICE TO THE OTHER. IF THE BANK TERMINATES THIS
AGREEMENT FOR ANY REASON OTHER
THAN WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR ILLEGAL BEHAVIOR, XXXXXXXXXX SHALL
BE ENTITLED TO COMPENSATION EQUALING TWELVE (12) MONTHS OF ONE HUNDRED (100%)
PERCENT OF HIS BASE COMPENSATION RECEIVED BY HIM AT SUCH TIME; AND PAYMENT FOR
ALL VACATION DAYS NOT USED BY XXXXXXXXXX AS OF THE DATE OF TERMINATION TO BE
PAID ON A PER DIEM RATE OF COMPENSATION FOR SUCH DAYS. THIS PAYMENT SHALL BE A
LUMP-SUM TO XXXXXXXXXX NO LATER THAN THE EFFECTIVE DATE OF HIS TERMINATION.
IN ADDITION, THE BANK SHALL PROVIDE AND CONTINUE TO PROVIDE FOR THE
REMAINDER OF THE CONTRACT PERIOD, SUBJECT TO A MAXIMUM OF TWELVE (12) MONTHS AND
A MINIMUM OF THREE (3) MONTHS AFTER TERMINATION SUCH INSURANCE BENEFITS
(INCLUDING MEDICAL AND LIFE INSURANCE) AS THE BANK GENERALLY PROVIDES FOR ANY
GROUP OR CLASS OF EMPLOYEE OF WHICH THE EMPLOYEE WOULD HAVE BEEN A MEMBER IF HIS
EMPLOYMENT HAD CONTINUED.
IN ADDITION TO PROVIDING SEVERANCE PAY AND BENEFITS, AS DESCRIBED ABOVE,
THE BANK WILL ALSO PROVIDE OUT-PLACEMENT SERVICES, AT THE BANK'S EXPENSE.
__________DMF __________JVW
AS A CONDITION PRECEDENT, TO RECEIVING THE ABOVE SEVERANCE PAYMENTS AND
BENEFITS, XXXXXXXXXX WILL EXECUTE A GENERAL RELEASE OF CLAIMS AND POTENTIAL
CLAIMS AGAINST THE BANK WHICH THE BANK WILL PREPARE.
IF XXXXXXXXXX SHALL TERMINATE THIS AGREEMENT, HE SHALL BE ENTITLED TO
PAYMENT FOR VACATION DAYS NOT USED AS OF THE DATE OF TERMINATION TO BE PAID ON A
PER DIEM RATE OF COMPENSATION FOR SUCH DAYS. XXXXXXXXXX SHALL NOT BE ENTITLED
TO PAYMENT FOR VACATION DAYS IF HE FAILS TO PROVIDE THIRTY (30) DAYS NOTICE TO
THE BANK.
7. OPTION IN THE EVENT OF MERGER OR SALE: IN THE EVENT THAT THE BANK
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SHALL CEASE TO OPERATE AS AN "INDEPENDENT" BANK OR PART OF AN "INDEPENDENT"
BANKING GROUP, WHETHER BY
SALE, MERGER OR OTHERWISE, THEN AND IN THAT EVENT XXXXXXXXXX SHALL HAVE THE
OPTION TO TERMINATE THIS AGREEMENT IMMEDIATELY OR TO ELECT TO CONTINUE
EMPLOYMENT. IN THE EVENT THAT XXXXXXXXXX ELECTS TO TERMINATE THIS AGREEMENT, HE
SHALL BE ENTITLED TO RECEIVE PAYMENT EQUAL TO ONE (1) YEAR OF BASE COMPENSATION
THAN IN EFFECT EITHER IN A LUMP-SUM PAYMENT PAYABLE NO LATER THAN THIRTY (30)
DAYS FROM THE EFFECTIVE DATE OF TERMINATION, OR MONTHLY PAYMENTS OVER A PERIOD
OF TIME CHOSEN BY XXXXXXXXXX AND IN NO EVENT EXCEEDING ONE (1) YEAR.
8. CONTRACT TERMS TO BE EXCLUSIVE: THIS WRITTEN AGREEMENT CONTAINS THE
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ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ANY AND ALL OTHER AGREEMENTS
BETWEEN THE PARTIES. THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER OF THEM HAS
MADE ANY REPRESENTATION WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR
ANY REPRESENTATIONS INDUCING THE EXECUTION AND DELIVERY HEREOF EXCEPT SUCH
REPRESENTATIONS AS ARE SPECIFICALLY SET FORTH HEREIN
__________DMF __________JVW
AND EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT HE OR IT HAS RELIED ON HIS OR
ITS OWN JUDGEMENT IN ENTERING INTO THE SAME. THE PARTIES HERETO FURTHER
ACKNOWLEDGE THAT ANY STATEMENTS OR REPRESENTATIONS THAT MAY HAVE HERETOFORE BEEN
MADE BY EITHER OF THEM TO THE OTHER ARE VOID AND OF NO EFFECT AND THAT NEITHER
OF THEM HAS RELIED THEREON IN CONNECTION WITH HIS OR ITS DEALING WITH THE OTHER.
9. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING: IT IS FURTHER
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AGREED THAT NO WAIVER OR MODIFICATION OF THIS AGREEMENT OR OF ANY COVENANT,
CONDITION, OR LIMITATION HEREIN CONTAINED SHALL BE VALID UNLESS IN WRITING AND
DULY EXECUTED BY THE PARTY TO BE CHARGED THEREWITH AND THAT NO EVIDENCE OF ANY
WAIVER OR MODIFICATION SHALL BE OFFERED OR RECEIVED IN EVIDENCE IN ANY
PROCEEDINGS, ARBITRATION, OR LITIGATION BETWEEN THE PARTIES HERETO ARISING OUT
OF OR AFFECTING THIS AGREEMENT, OR THE RIGHTS OR OBLIGATIONS OF ANY PARTY
HEREUNDER, UNLESS SUCH
WAIVER OR MODIFICATION IS IN WRITING DULY EXECUTED AS AFORESAID, AND THE PARTIES
FURTHER AGREE THAT PROVISIONS OF THIS PARAGRAPH MAY NOT BE WAIVED EXCEPT AS
HEREIN SET FORTH. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, IN THE EVENT THAT THIS AGREEMENT IS RENEWED AS PROVIDED HEREIN, THE
APPROVAL OF A NEW RATE OF COMPENSATION OTHER BENEFITS FOR XXXXXXXXXX AS
ESTABLISHED BY THE BOARD OF DIRECTORS OF THE BANK SHALL BE CONSIDERED TO BE AN
AMENDMENT TO THIS AGREEMENT, BUT THAT ALL OTHER TERMS AND PROVISIONS OF THIS
AGREEMENT SHALL GOVERN IN ALL RESPECTS IN SUBSEQUENT YEARS.
__________DMF __________JVW
10. CONTRACT GOVERNED BY LAW OF STATE OF NEW YORK: THE PARTIES HERETO AGREE
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THAT IT IS THEIR INTENTION AND COVENANT THAT THIS AGREEMENT AND PERFORMANCE
HEREUNDER AND ALL SUITS AND SPECIAL PROCEEDINGS HEREUNDER BE CONSTRUED IN
ACCORDANCE WITH AND UNDER AND PURSUANT TO THE LAWS OF THE STATE OF NEW YORK AND
THAT IN ANY ACTION, SPECIAL PROCEEDINGS, OR OTHER PROCEEDING THAT MAY BE BROUGHT
ARISING OUT OF, IN CONNECTION WITH, OR BY REASONS OF THIS AGREEMENT, THE LAWS OF
THE STATE OF NEW YORK SHALL BE APPLICABLE AND SHALL GOVERN TO THE EXCLUSION OF
THE LAW.
THE PARTIES AGREE THAT ANY DISPUTE OR ACTION REGARDING EITHER THIS
AGREEMENT OR XXXXXXXXXX'X EMPLOYMENT OR CESSATION OF EMPLOYMENT SHALL BE BROUGHT
IN EITHER THE SUPREME COURT OF NEW YORK COUNTY OF DUTCHESS, OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND THE PARTIES
HEREIN CONSENT TO SUCH JURISDICTION.
11. SURVIVORSHIP OF BENEFITS: THIS AGREEMENT SHALL BE BINDING ON AND INURE
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TO THE BENEFIT OF THE RESPECTIVE PARTIES HERETO AND THEIR EXECUTORS,
ADMINISTRATORS, HEIRS, SUCCESSORS, ASSIGNS, AND PERSONAL REPRESENTATIVES.
DMF __________JVW
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT THE DAY
AND YEAR FIRST WRITTEN.
THE FIRST NATIONAL BANK OF THE XXXXXX VALLEY
- BY: /S/ XXXX X. XXXXXXXXX, PRESIDENT
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/S/ XXXXX X. XXXXXXXXXX
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XXXXX X. XXXXXXXXXX
STATE OF NEW YORK )
)
COUNTY OF DUTCHESS )
ON THIS __________ DAY OF ___________, 1997, BEFORE ME, PERSONALLY
CAME XXXX X. XXXXXXXXX TO ME KNOWN, WHO BEING BY ME, DULY SWORN, DID DEPOSE AND
SAY THAT HE RESIDES AT RHINEBECK, NEW YORK; THAT HE IS THE PRESIDENT AND CEO OF
THE FIRST NATIONAL BANK OF THE XXXXXX VALLEY, THE CORPORATION DESCRIBED IN AND
WHICH EXECUTE THE ABOVE INSTRUMENT; THAT HE KNOWS THE SEAL OF SAID CORPORATION;
THAT THE SEAL AFFIXED TO SAID INSTRUMENT IS SUCH CORPORATE SEAL; THAT IT WAS SO
AFFIXED BY ORDER OF THE BOARD OF DIRECTORS OF SAID CORPORATION, AND THAT HE
SIGNED HIS NAME THERETO BY LIKE ORDER.
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NOTARY PUBLIC
STATE OF NEW YORK )
)
COUNTY OF DUTCHESS )
ON THIS 17TH DAY OF NOVEMBER , 1997, BEFORE
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ME, THE SUBSCRIBER, PERSONALLY APPEARS XXXXX X. XXXXXXXXXX, TO ME PERSONALLY
KNOWN AND KNOWN TO ME TO BE THE SAME PERSON DESCRIBED IN AND WHO EXECUTED THE
WITHIN INSTRUMENT AND HE ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME.
XXXX X. XXXXX
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NOTARY PUBLIC
