EXHIBIT 10.6
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EMPLOYMENT AGREEMENT
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Agreement made December 10, 1998 by and between Citizens Savings Bank
& Trust Company, a banking institution organized and existing under the
laws of the State of Vermont with its principal office in St. Johnsbury,
Vermont (hereinafter the "Bank") and Xxxxx X. Xxxx of St. Johnsbury
(hereinafter "Employee").
1. Employment. The Bank hereby employees Employee and Employee hereby
accepts employment in the capacity of President and Chief Executive
Officer of the Bank, all in accordance with the terms and conditions
hereof.
2. Term. The term of this Agreement shall commence on January 1, 1999
(the "Commencement Date") and shall continue for a period of three
years (the "Employment Period"), unless sooner terminated as herein
provided.
Prior to the end of the first year of the Employment Period,
and prior to each subsequent anniversary of the Commencement Date,
either party may give the other party written notice of their
intention not to renew or extend the Agreement. If no such notice is
given, the Employment period will be extended for an additional year
without further action and the dates contained herein will be
automatically adjusted accordingly. If such notice is given by
either party, this Agreement shall terminate at the end of the then
current Employment Period.
3. Time and Efforts. Employee shall diligently and conscientiously
devote his full and exclusive time and attention and best efforts in
discharging his duties as the Bank's President and Chief Executive
Officer. This provision shall not be deemed to prohibit the Employee
from serving, with the consent of the Bank, as an outside director of
any corporation including the performance of duties customarily
incidental to such service.
4. Board of Directors. Employee shall at all times discharge his duties
in connection with and under the supervision of the Bank's Board of
Directors.
5. Compensation
a. Salary. The Bank shall pay the Employee as compensation for
his services on an annual salary of One Hundred Twenty-Five
Thousand Dollars ($125,000.00) beginning on January 1, 1999,
payable in equal bi-weekly installments ("Base Salary").
Thereafter the Bas Salary shall be determined in accordance
with the provisions of Subsection f hereof. If the Employee is
elected or appointed as a Director of the Bank, the Employee
shall serve in such capacity without further compensation.
b. Automobile. The Bank recognized the Employee's need for an
automobile for business purposes and therefore shall provide
the Employee with an automobile, including all related
maintenance, repairs, insurance, taxes, fuel and other costs.
c. Health, Disability Insurance. The Bank shall provide Employee
with coverage for health insurance, short-term disability,
long-term disability, accidental death and dismemberment as
provided in the Bank's standard plan as the same may be adopted
or amended form time to time.
d. Life Insurance. The Bank shall provide Employee with
supplemental life insurance Coverage on his life in an amount
not less then two times Employee's Base Salary.
e. Pension Plan. The Employee is eligible to participate in the
Bank's 401K Pension Plan and the Bank shall make contributions
to such plan in Employee's behalf as provided in the terms of
said plan.
f. Salary Increase. Each December, the Compensation Committee of
the Board will review the Employee's Base Salary and at the
option of the Board of Directors may increase the Base Salary
of the Employee.
g. Incentive Bonus. The Bank, at the option of the Board of
Directors and at such Board's total discretion as to amount and
time of payment, may pay Employee, an incentive bonus.
6. Non-Compete
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The Employee agrees that if he resigns from the Ban's employ,
or is terminated pursuant to the provisions of Section 7 hereof, he
will not compete within a fifteen (15) mile radius of the main office
of the Bank for a period of one year. Employee further agrees not to
publish, disclose or use, on his own behalf or on behalf of any third
party, any confidential information, customer lists, or business
secrets related to Bank's business, without the prior written
authorization of Bank. Upon termination of his employment with Bank,
Employee shall return to Bank all data, records, customer lists,
notes, correspondence, or any other documents or copies thereof,
which came into Employee's possession and are related to Bank's
business
7. Termination.
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a. Employee's Disability. If the Employee is prevented from
rendering services or performing his duties because of illness,
incapacity or injury for a period of One Hundred Eighty (180)
consecutive days during the term of this Agreement, the Bank
may terminate this Agreement by giving ten (10) days written
notice to the Employee.
b. Termination for Cause. The Employee may be terminated for
cause if a regulatory agency requires his dismissal or if he is
guilty of insubordination, disloyalty, misconduct or similar
action or if he is involved in any illegal act which causes
monetary harm to the Bank.
8. Miscellaneous
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a. Governing Law. This Agreement shall be governed by and
interpreted according to the law of the State of Vermont.
b. Successor and Assigns. This Agreement shall not be assignable
but shall be binding upon and inure to the benefit of the
parties hereto and any successors in interest to the Bank.
c. Severability. In the event that any provision hereof shalt be
declared invalid or unenforceable by any court such invalidity
shall not affect the validity or enforceability of the
remainder of this Agreement.
d. Entire Agreement. This Agreement supercedes all previous
agreements between Employee and the Bank and contains the
entire understanding and agreement between the parties with
respect to its subject matter. This Agreement cannot be
amended, modified or supplemented in any respect, except by
subsequent written agreement entered into by both parties.
e. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
f. Headings. The headings have been inserted for convenience only
and are not to be considered when construing the provisions of
the Agreement.
IN WITNESS WHEREOF, this agreement is entered into this 10th day of
December, 1998.
EMPLOYEE
/S/ Xxxxxx X. Xxxxxxx /S/ Xxxxx X. Xxxx
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Witness Xxxxx X. Xxxx
CITIZENS SAVINGS BANK & TRUST COMPANY
/S/ Xxxxxx X. Xxxxxxx /S/ Xxxxxxxxx X. Xxxxx
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Witness Chairman
/S/ Xxxxxx X. Xxxxxxx
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Director
/S/ Xxxxxxxx X. Xxxxx XX
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Director
/S/ Xxxxxxx X. Xxxxx Xx.
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Director
/S/ Xxxxxx X. Xxxxx
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Director
/S/ J. R. Xxxxxx Xxxxxxxx
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Director
