EMPLOYMENT CONTRACT
This AGREEMENT is made effective as of this 31st day of January, 1999 by and
between THE YARDVILLE NATIONAL BANCORP (the "Holding Company"), a corporation
organized under the laws of the State of New Jersey, and Xxx X. Xxxxxxxxxx (the
"Executive").
RECITALS
WHEREAS, the Holding Company desires to employ and retain the services of
the Executive for the period provided in this Agreement; and
WHEREAS, Xxx X. Xxxxxxxxxx is willing to serve as an Executive; in the
employ of the Holding Company, devoting a substantial amount of time to such
employment duties as are customarily and appropriately vested in the Chairman of
the Board.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereto
agree as follows:
1. POSITION AND RESPONSIBILITIES.
During the period of his employment hereunder, Executive shall serve as
Chairman of the Board of Directors of Yardville National Bank (the "Bank")
reporting to the Board of Directors of the Bank and Yardville National Bancorp
reporting to the Board of Directors of the Holding Company (collectively, the
"Board"). During said period, it is anticipated the Executive will devote a
substantial amount of time to such duties as are customarily and appropriately
vested in the Chairman of the Board. Failure to re-elect Executive as a member
of the Board of Directors of the Bank or of the Holding Company shall constitute
a Breach of this Agreement.
2. TERMS AND DUTIES
(a) The period of the Executive's employment under this Agreement shall
commence as of January 31, 1999 and shall continue for a period of twenty-four
(24) full calendar months thereafter, unless terminated by the Bank and/or
Holding Company on account of death, disability or cause (as herein defined).
This Agreement shall be deemed to continue for an additional twelve (12) months
from each succeeding anniversary date of the Agreement, it being the intention
of the parties that, unless notice is given to the contrary by either party, the
Agreement shall be extended for an additional one year period so that there be a
full twelve month term remaining.
2
(b) This agreement is subject to approval for continuation, by the Board of
Directors of the Yardville National Bancorp, at the conclusion of each contract
period. Renewals shall be on the same terms and conditions as set forth herein,
except for such modification of compensation and benefits as may hereafter be
agreed upon between the parties hereto from time to time.
(c) During the period of employment, the Executive shall devote substantial
time and attention to such employment and shall perform such duties as are
customarily and appropriately vested in the Chairman of the Board of Directors
of the Holding Company and Bank and from time to time may be perceived by the
Board.
3. DEFINITIONS
For purposes of the Agreement,
(a) "Cause" means any of the following:
(i) the willful commission of an act that causes or that probably will
cause substantial economic damage to the Bank or substantial injury to
the Bank's business reputation; or,
(ii) the commission of an act of fraud in the performance of the
Executive's duties; or
(iii) a continuing willful failure to perform the duties of the
Executive's position with the Bank; or,
(iv) the order of a bank regulatory agency or court requiring the
termination of the Executive's employment.
(b) "Change in Control: means any of the following:
(i) the acquisition by any person or group acting in concert of
beneficial ownership of forty percent (40%) or more of any class of
equity security of the Holding Company, or,
(ii) the approval by the Board of the sale of all or substantially all of
the assets of the Bank or Holding Company; or,
3
(iii) the approval by the Board of any merger, consolidation, issuance of
securities or purchase of assets, the result of which would be the
occurrence of any event described in clause (i) or (ii) above.
(c) "Disability" means a mental or physical illness or condition rendering
the Executive incapable of performing his normal duties for the Bank.
(d) "Willfulness" means an act or failure to act done not in good faith and
without reasonable belief that the action or omission was in the best interest
of the Bank.
4. COMPENSATION AND REIMBURSEMENT
(a) During the period of employment, the Bank, at the direction of the
Holding Company, shall pay to the Executive an annual salary of not less than
$180,000.00. Proceeds shall be paid in either bi-weekly or monthly installments
as the Executive prefers.
(b) The Executive shall be entitled to participate in or receive benefits
under any retirement plan, pension plan, profit-sharing plan, stock plan,
health-and-accident plan, medical coverage or any other employee benefit plan or
prerequisite arrangement currently available or which may hereafter be adopted
by the Holding Company for its senior executives and key management employees,
subject to and on a basis consistent with the terms, conditions and overall
administration of such plans and arrangements. Nothing paid to the Executive
under any such plan or arrangement will be deemed to be in lieu of other
compensation to which the Executive is entitled under this Agreement.
(c) The Executive shall be provided by the Holding Company with an automobile
for his individual use.
(d) In addition to the salary provided for under Section 4:
(a) The Bank, at the direction of the Holding Company, shall pay for all
reasonable travel and other reasonable expenses incurred by the Executive
in performing his obligations under this Agreement.
6. TERMINATION FOR CAUSE
(a) The Executive shall not have the right to receive compensation or other
benefits provided hereunder for any period after termination for Cause, except
to the extent that Executive may be legally entitled to participate by virtue of
COBRA or any other State or Federal Law concerning employee rights to benefits
upon termination.
4
(c) The Executive shall not be deemed to have been terminated for Cause
unless and until there is delivered to him a copy of a resolution duly adopted
by the affirmative vote of not less than two-thirds of the full Board at a
meeting of such Board called and held for the purpose (after the Executive,
together with counsel, has been given the opportunity to be heard before the
Board), finding the Executive guilty of conduct set forth above in the
definition of "Cause" in Subsection 3(a) and specifying the particulars thereof
in detail.
7. CHANGE IN CONTROL
(a) In the event that within three (3) years after a Change in Control (as
herein defined), the Executive's employment is terminated by the Holding
Company, other than for death, disability or Cause, the Executive shall be
entitled to receive three year's salary at the annual salary currently being
paid, which payment shall be made in a lump sum promptly after the occurrence of
such termination.
(b) The Executive will have the option within six (6) months after a Change
in Control (as herein defined), to elect to resign his position. If the
Executive's voluntary departure is for other than death, disability or cause the
Executive shall be entitled to receive three year's salary at an annual salary
currently being paid, which payment shall be made in a lump sum promptly after
the occurrence of such voluntary resignation.
8. TERMINATION UPON DISABILITY
(a) In the event that the Executive experiences a Disability during the
period of his employment, his salary shall continue at the same rate as was in
effect on the date of the occurrence of such Disability, reduced by any
concurrent disability benefit payments provided under disability insurance
maintained by the Holding Company. If such Disability continues for a period of
six (6) consecutive months, the Holding company at its option may thereafter,
upon written notice to the Executive or his personal representative, terminate
the Executive's employment with no further notice.
5
9. OTHER TERMINATION BY THE HOLDING COMPANY
(a) In the event the Executive's employment is terminated by the Holding
Company, other than for disability, death or Cause, and in the absence of
occurrence of a Change in Control, the Executive will be entitled to payment of
the remaining term of this agreement, at the annual salary currently being paid
with said payment to be a lump sum payment upon termination.
10. TERMINATION BY THE EXECUTIVE
(a) In the event of the Executive's voluntary termination, and in the
absence of a change of a Change of Control, the Executive shall not have the
right to receive compensation or benefits as provided hereunder after such date
of termination, except to the extent that Executive may be legally entitled to
participate by virtue of COBRA or any other State or Federal Law concerning
employee rights to benefits upon termination.
11. SOURCE OF PAYMENTS
It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Bank, at
the direction of the Holding Company, as the case may be.
12. MODIFICATION AND WAIVER
This Agreement may not be modified or amended except by an instrument in
writing signed by the parties hereto.
13. NOTICES
Any notice required or permitted to be given under this Agreement shall be
sufficient if in writing and if sent by registered mail to his residence in the
case of the Executive or to its principal place of business in the case of the
Holding Company.
14. GOVERNING LAW
This Agreement and the obligations of the parties hereto shall be
interpreted, construed and enforced in accordance with the laws of the State of
New Jersey.
6
15. ENTIRE AGREEMENT
This instrument contains the entire agreement of the parties. It may not be
changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is
sought.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the
31st day of January, 1999.
ATTEST: YARDVILLE NATIONAL BANCORP
__________________________ __________________________
Xxxxxxx X. Xxxx,
President & CEO
__________________________ __________________________
F. Xxxxx Xxxxx, Chairman
Directors' Organization &
Compensation Committee
WITNESS:
__________________________ __________________________
Xxx X. Xxxxxxxxxx,
Chairman of the Board
