AGREEMENT
THIS AGREEMENT ("Agreement") made the 15th day of July, 2009,
between CORNERSTONE BANK, a New Jersey chartered commercial bank (the "Bank"),
and __________________, an individual (the "Executive") (hereinafter,
collectively referred to as the "Parties").
WITNESSETH:
WHEREAS, the Bank desires to retain/continue the services of Executive
as ___________________________; and
WHEREAS, Bank and Executive desire to enter into this Agreement to set
forth and define the terms and conditions of the employment relationship between
the Bank and Executive.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
AGREEMENT:
1. EMPLOYMENT. The Executive is hereby employed as ______________________, (the
"Position") on the terms and conditions set forth in this Agreement.
2. DUTIES OF EXECUTIVE. The Executive shall perform and discharge well and
faithfully the duties set forth in the Bank's current written job description
for the Position, as it may be modified or supplemented from time to time by the
Chief Executive Officer of the Bank and/or the Bank's Board of Directors. The
Executive shall devote his/her full time, attention and energies to the business
of the Bank. During the Employment Period (as defined below), Executive will not
engage in any work, trade or business for his own account or for or on behalf of
any other person, firm or corporation other than the Bank, as an employee,
consultant, agent or otherwise. Executive may engage in non-competitive
charitable activities for reasonable periods of time each month so long as such
activities do not interfere with Executive's responsibilities under this
Agreement and so long as prior to engaging in any such activities, Executive
notifies the Bank's Senior Vice President of Human Resources of the Executive's
intention to engage in such activities, providing information about the charity
involved and Executive's proposed role, and thereafter Executive has been
notified by the Bank that he or she may engage in such activities.
3. TERM OF EMPLOYMENT. The Executive's employment under this Agreement shall be
for a period (the "Employment Period") commencing on ____________ and ending on
___________________, unless sooner terminated in accordance with this Section 5
hereof or one of the following provisions or unless the term hereof is extended
upon the occurrence of a Change in Control (as defined herein) pursuant to the
terms of Section 6 hereof.
(a) The Executive's employment under this Agreement may be terminated at any
time during the Employment Period for "Cause" (as herein defined), by action of
the Board of Directors of the Bank. As used in this Agreement, "Cause" means any
of the following events:
(i) Violation of any law, rule or regulation (other than traffic
violations or similar minor offenses) that reflects adversely on the reputation
of the Company, any felony conviction, any violation of law involving fraud,
dishonesty or moral turpitude, or which would otherwise, in the reasonable
discretion of the Bank's Board of Directors, reflect negatively on the
reputation of the Bank, or any violation of any written agreement or order with
or issued by any regulatory authority having jurisdiction over the Bank.
(ii) Executive's failure to adequately perform his duties and
responsibilities to the Bank, which performance deficiencies continue thirty
(30) days after the Bank shall have provided to the Executive written notice
setting forth the nature of the performance deficiencies, all as reasonably
determined by the Board of Directors.
(iii) Any misconduct by the Executive, whether or not constituting
criminal activity, which involves fraud, embezzlement or material dishonesty
with respect to the Bank, its business or customers.
(iv) Abuse of alcohol or other controlled substances which prevent
or interfere with Executive's personal interactions with employees, customers or
the public or Executive's performance of his duties under this Agreement.
(v) Ineligibility to serve as an officer of director of a bank or a
publicly-held corporation under any Federal or state law or regulation or order
of the Securities and Exchange Commission or any bank regulatory agency having
jurisdiction over the Bank or the Executive.
(vi) Any material breach of this Agreement.
If the Executive's employment is terminated under the provisions of this Section
3(a), then all rights of the Executive under Section 4 hereof shall cease as of
the effective date of such termination.
(b) The Executive's employment under this Agreement may be terminated at any
time during the Employment Period without "Cause" (as defined in Section 3(a)
hereof), by action of the Board of Directors of the Bank, upon giving notice of
such termination to the Executive at least thirty (30) days prior to the date
upon which such termination shall take effect. If the Executive's employment is
terminated under the provisions of this Section 3(b), then the Executive shall
be entitled to receive the compensation and benefits set forth in Section 6 or
Section 7 hereof, whichever shall be applicable.
(c) If the Executive dies, the Executive's employment under this Agreement
shall be deemed terminated as of the date of the Executive's death, and
notwithstanding any other language to the contrary in this Agreement, all rights
of the Executive under Section 4 hereof shall cease as of the date of such
termination and any benefits payable to the Executive shall be determined in
accordance with the retirement and insurance programs of the Bank then in
effect.
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(d) If the Executive is incapacitated by accident, sickness, or otherwise so
as to render the Executive mentally or physically incapable of performing the
services required of the Executive under Section 2 of this Agreement for a
continuous period of ninety (90) consecutive calendar days or for 120 calendar
days (whether or not consecutive) in any twelve (12) month period, then, upon
the expiration of such period or at any time thereafter, by action of the Board
of Directors of the Bank, the Executive's employment under this Agreement may be
terminated immediately upon giving the Executive notice to that effect. If the
Executive's employment is terminated under the provisions of this Section 3(d),
then all rights of the Executive under Section 4 hereof shall cease as of the
last business day of the week in which such termination occurs and any benefits
payable to the Executive shall be determined in accordance with the retirement
and insurance programs of the Bank then in effect.
(e) The Executive may resign for "Good Reason" (as herein defined). As used
in this Agreement, "Good Reason" means any of the following:
(i) Any demotion of the Executive to a position of lesser
responsibility or authority than the Position, except for termination of the
Executive's employment pursuant to the provisions of Section 3(a), (c) or (d)
hereof;
(ii) Any assignment to the Executive of duties materially
inconsistent with the Position;
(iii) Any reassignment of the Executive which necessitates or
requires the Executive to relocate the Executive's principal residence.
Executive will be considered to be required to relocate if the Executive's
assigned location (currently, the Bank's headquarters located at 0000 Xxxxxxxxx
Xxxxx, Xx. Xxxxxx, XX 08054) is moved and the executive's daily commute to or
from Executive's principal residence as of the date of this Agreement (
__________________________ ) would be increased by more than twenty (20) miles
one way (regardless of where Executive actually resides from and after the date
hereof);
(iv) Any reduction in the Executive's annual base salary in effect on
the date hereof or as the same may be increased from time to time, except
insofar as such reduction, on a percentage basis (not to exceed ten (10%)
percent), is applied equally to all other Executive Vice Presidents of the Bank;
(v) Following a "Change in Control," any failure of the Bank to
provide the Executive with benefits at least as favorable as those enjoyed by
the Executive under any of the retirement, life insurance, medical, health and
accident, disability or other employee plans of the Bank in which the Executive
participated at the time of the Change in Control, or the taking of any action
that would materially reduce any of such benefits in effect at the time of the
Change in Control;
(vi) Any material failure to obtain a satisfactory agreement from any
successor to assume and agree to perform this Agreement, as contemplated in
Section 15 hereof; or
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(vii) Any breach of a material provision of this Agreement on the
part of the Bank.
(f) Provided that the Executive has given the Bank written notice of any
event constituting Good Reason and such event remains uncured for thirty (30)
days after such notice, Executive may, at the option of the Executive, resign
from employment with the Bank under this Agreement by delivering notice in
writing (the "Notice of Termination") to the Bank (or its successor), and the
provisions of either Section 6 or Section 7 hereof shall thereupon apply.
Section 6 shall apply where "Good Reason" resulted from or occurred
contemporaneous with or after a Change in Control as defined by Section 5
hereof. Section 7 shall apply in all other instances where "Good Reason" exists.
Should Executive resign for any reason other than those defined above as Good
Reason, it shall be considered a voluntary resignation and all rights of
Executive to any compensation hereunder shall cease as of the date of such
voluntary resignation, and Executive shall only be entitled to be paid any
compensation earned up to the date of such termination.
4. EMPLOYMENT PERIOD COMPENSATION.
(a) BASE SALARY. For services performed by the Executive under this
Agreement, the Bank shall pay (or cause to be paid to) the Executive a base
salary, during the Employment Period, of $____________________, with adjustments
thereafter as determined by the Board of Directors of the Bank, consistent with
this Agreement.
(b) BONUS. The Board of Directors of the Bank, at its complete discretion,
may award Executive bonuses during the term of this Agreement. Nothing herein
shall require the award of any bonus to Executive.
(c) OTHER BENEFITS. Benefits, including insurance, vacation, retirement, and
other fringe benefits, shall be the standard benefits of the Bank as they shall
exist from time-to-time. Executive's eligibility for and the terms of his
participation in such benefit plans is governed by the terms and conditions of
those plans, and by the policies of the Bank. Interpretation and application of
a plan to particular circumstances will be made by the Bank and/or the plan's
administrator and is within the Bank's and/or administrator's sole and absolute
discretion.
(d) STOCK-BASED COMPENSATION. Executive shall be eligible to participate in
any Stock-Based Compensation plan adopted by the Board of Directors and made
applicable to all other Employees of the Bank. Said participation shall be
governed by and subject to the terms of the plan. The Board shall have the right
to determine the level of Executive's participation in any such plan.
5. CHANGE IN CONTROL.
(a) As used in this Agreement, "Change in Control" means a change of control
of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as enacted and in force on the date
hereof, whether or not Cornerstone Financial Corporation (the "Company"), the
parent holding company of the Bank, is then subject to such reporting
requirement; provided, however, that, without limitation, such a Change in
Control shall be deemed to have occurred if:
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(i) Any "person" (including a group acting in concert, as the term
"person" is defined in Section 13(d) of the Exchange Act, as enacted and in
force on the date hereof) becomes the beneficial owner" (as that term is defined
in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange
Act) of securities of the Company representing thirty-five ( 35%) percent or
more of the combined voting power of the Company's then outstanding voting
securities;
(ii) There occurs a merger, consolidation or other business
combination or reorganization to which the Company is a party, whether or not
approved in advance by the Board of Directors of the Company in which (A) the
members of the Board of Directors of the Company immediately preceding the
consummation of such transaction do not constitute a majority of the members of
the Board of Directors of the resulting corporation and of any parent
corporation thereof immediately after the consummation of such transaction, and
(B) the shareholders of the Company immediately before such transaction do not
hold fifty-one (51%) percent or more of the voting power of securities of the
resulting corporation;
(iii) There occurs a sale, exchange, transfer, or other disposition
of substantially all of the assets of the Company, on a consolidated basis, to
another entity, whether or not approved in advance by the Board of Directors of
the Company, and thereafter the shareholders of the Company immediately before
such transaction do not hold fifty-one (51%) percent or more of the voting power
of securities of the acquiring entity;
(iv) A plan of liquidation or dissolution of the Company, other than
pursuant to bankruptcy or insolvency, is adopted; or
(v) During a period of two (2) consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the Company
cease to constitute a majority of such Board (unless the election or nomination
of each new director was approved by a vote of at least fifty-one (51%) of
directors who were directors at the beginning of such period).
6. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT AFTER CHANGE IN CONTROL.
(a) In the event that during the eighteen (18) month period following a
Change in Control (i) Executive resigns from employment hereunder for Good
Reason or (ii) Executive's employment is terminated without Cause or other than
as set forth in Sections 3(c) and (d), Executive shall be absolutely entitled to
receive the amounts and benefits set forth in this Section. Notwithstanding the
provisions of Section 3 hereof, following a Change in Control, this Agreement
shall be deemed to have a term of eighteen (18) months from the consummation of
such Change in Control.
(b) Provided that Executive executes a release of the Bank, the Company, and
their respective subsidiaries, directors, employees and agents in the form
reasonably acceptable to Bank (the "Release"), for a period of eighteen (18)
months from the date of termination of employment, Executive shall be paid
Executive's base salary at termination (or, where greater, Executive's base
salary prior to any reduction thereof resulting in Good Reason for resignation),
said amounts to be paid in equal monthly installments, beginning on the later of
thirty (30) days following (i) the date of termination of employment, or (ii)
the receipt by the Bank of the approval of payment of such amounts by any
applicable regulatory agency, to the extent such approval is legally required at
that time, or (iii) the execution by Executive of the Release.
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(c) Provided Executive executes the Release, for a period of eighteen (18)
months from the date of termination of employment, Executive shall receive a
continuation of the medical insurance benefits in effect with respect to
Executive at the time of his termination, or, if the Bank cannot provide such
benefits because Executive is no longer an employee, a dollar amount which after
any applicable taxes paid by the Executive net of deductions is equal to the
cost to Executive of obtaining such benefits (or substantially similar
benefits).
(d) If the payments and benefits pursuant to this Section 6, either alone or
together with other payments and benefits which Executive has the right to
receive from the Bank, would constitute a "parachute payment" under Section 280G
of the Internal Revenue Code (the "Code"), the payments and benefits pursuant to
this Section 6 shall be reduced or revised, in the manner determined by
Executive, by the amount, if any, which is the minimum necessary to result in no
portion of the payments and benefits under this Section 6 or any other payment
or benefit plan or agreement between executive and the Bank or its affiliates
being non-deductible to the Bank (or its successor) pursuant to Section 280G of
the Code and subject to the excise tax imposed under Section 4999 of the Code.
The determination of any reduction in the payments and benefits to be made
pursuant to this Section 6 shall be based upon the opinion of the Company's
independent public accountants and paid for by the Company.
(e) Notwithstanding any other provision of this Section, no cash payments
shall be made to Executive pursuant to this Section unless and until he has
experienced a "separation from service" with the Bank and its affiliates, within
the meaning of Code Section 409A. In addition, if the Executive was a "specified
employee" within the meaning of Code Section 409A on the December 31 preceding
the separation from service, such cash payments shall be suspended for a period
of six (6) months from the date of such separation from service, but only to the
extent that such cash payment(s) is not exempt from Code Section 409A (e.g.
under the short term deferral, two (2) times or non-taxable exemptions). Any
cash payments so suspended shall be made in a single lump sum as soon as
practicable following the expiration of such six-month period. For purposes of
this and all other non-qualified deferred compensation plans of the Bank, the
specified employee effective date shall be January 1 of each year.
(f) Benefits paid pursuant to Section 6(f), to the extent of payments made
from the date of termination of Executive's employment through March 15th of the
calendar year following such termination, are intended to constitute separate
payments for purposes of Treas. Reg. Section 1.409A-2(b)(2) and thus payable
pursuant to the "short term deferral" rule set forth in Treas. Reg. Section
1.409A-1(b)(4); to the extent such payments are made following said March 15th,
they are intended to constitute separate payments for purposes of Treas. Reg.
Section 1.409A-2(b)(2) made upon an involuntary seperation from service and
payable pursuant to Treas. Reg. Section 1.409A-1(b)(9)(iii), to the maximum
extent permitted by said provision.
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7. RIGHTS IN EVENT OF TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR EXECUTIVE'S
RESIGNATION FOR GOOD REASON, IN ABSENCE OF CHANGE IN CONTROL.
(a) In the event that Executive's employment is terminated by the Bank during
the Employment Period without Cause or other than as set forth in Sections 3(c)
and (d), or Executive resigns for Good Reason, in either event prior to the
occurrence of a Change in Control, Executive shall be entitled to receive the
amounts and benefits set forth in this Section.
(b) Provided Executive executes the Release, for a period of time equal to
the time from the date of termination of employment to end of Employment Period,
BUT IN NO EVENT greater than twelve (12) months nor less than three (3) months,
from the date of termination of employment (the "Severance Period"), Executive
shall be paid his base salary at termination (or, where greater, his base salary
prior to any reduction thereof resulting in Good Reason for resignation), said
amounts to be paid in equal monthly installments, beginning on the later of (i)
thirty (30) days following the date of termination of employment or (ii) the
receipt by the Bank of the approval of payment of such amounts by any applicable
regulatory agency, to the extent such approval is legally required at that time,
or (iii) Executive's execution of the Release.
(c) Provided Executive executes the Release, for the duration of the
Severance Period, Executive shall receive a continuation of the medical
insurance benefits in effect with respect to Executive at the time of his
termination, or, if the Bank cannot provide such benefits because Executive is
no longer an employee, a dollar amount which after any applicable taxes is equal
to the cost to Executive of obtaining such benefits (or substantially similar
benefits).
(d) Executive shall not be required to mitigate the amount of any payment
provided for in this Section by seeking employment or otherwise.
(e) Notwithstanding any other provision of this Section, no cash payments
shall be made to Executive pursuant to this Section unless and until he has
experienced a "separation from service" with the Bank and its affiliates, within
the meaning of Code Section 409A. In addition, if the Executive was a "specified
employee" within the meaning of Code Section 409A on the December 31 preceding
the separation from service, such cash payments shall be suspended for a period
of six (6) months from the date of such separation from service, but only to the
extent that such cash payment(s) is not exempt from Code Section 409A (e.g.
under the short term deferral, two (2) times or non-taxable exemptions). Any
cash payments so suspended shall be made in a single lump sum as soon as
practicable following the expiration of such six (6) month period. For purposes
of this and all other non-qualified deferred compensation plans of the Bank, the
specified employee effective date shall be January 1 of each year.
(f) Benefits paid pursuant to Section 7(e), to the extent of payments made
from the date of termination of Executive's employment through March 15th of the
calendar year following such termination, are intended to constitute separate
payments for purposes of Treas. Reg. Section 1.409A-2(b)(2) and thus payable
pursuant to the "short term deferral" rule set forth in Treas. Reg. Section
1.409A-1(b)(4); to the extent such payments are made following said March 15th,
they are intended to constitute separate payments for purposes of Treas. Reg.
Section 1.409A-2(b)(2) made upon an involuntary separation from service and
payable pursuant to Treas. Reg. Section 1.409A-1(b)(9)(iii), to the maximum
extent permitted by said provision.
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8. POST EMPLOYMENT COVENANTS.
(a) TRADE SECRETS AND CONFIDENTIAL INFORMATION. During the course of
Executive's employment with the Bank, certain business records and information
which the parties hereto acknowledge as Trade Secrets and Confidential
Information shall be made available by the Bank to Executive.
(i) These Trade Secrets, which are not readily able to be compiled
from any publicly available source, include, but are not limited to the
following:
(A) Customer lists (including address, phone number and
contact person); mailing lists; customer information;
referral sources; advertising, solicitation, communications,
public relations, and marketing
plans/strategies/systems/techniques; banking products,
pricing and discounting formulas, financial information and
forecasts, schedules, lists, forms or calculations;
invoices; and customer preferences or history.
(B) Computer programs, and software; product design
concepts, details and specifications; logos and trademarks;
website, networking, and Internet forms and procedures;
business or technical processes, systems, methods, machines,
inventions or discoveries; policy & procedure manuals;
training manuals; forms; methods or procedures of operation;
financing, research and/or development strategies and
technologies; and all written or oral confidential or
proprietary information of the Bank, whether originated,
used, implemented, modified, developed, or disseminated by
the Bank in the course of its business operations.
(ii) The Bank's confidential information includes, but is not limited
to, the information set forth in subsections (i) and (ii) above.
(iii) During the term of this Agreement and thereafter, Executive
shall (i) keep confidential, and not disclose to any party, nor use or copy for
executive's own behalf, or for the benefit of any person or entity other than
the Bank the Bank's Confidential Information and Trade Secrets, and (ii) refrain
from using any Confidential Information or Trade Secrets of the Bank except in
furtherance of the Bank's business and in a manner expressly permitted by the
Bank in writing.
(b) EMPLOYEE SOLICITATION. The Executive agrees that during the term of his
employment with the Bank and for the one (1) year period following the
termination thereof (for whatever reason) he shall not, whether directly or
indirectly, in any way for his own account or for the account of any other
person, venture, firm, business, corporation or enterprise, offer employment
to any employee of the Bank or attempt to induce or entice any regular or
temporary employee of the Bank to leave the employ of the Bank.
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(c) CUSTOMER SOLICITATION. Executive agrees, that in the event Executive's
employment terminates, regardless of the reason for said termination or the
party instituting the termination, Executive will not, directly or indirectly,
individually, or as partner or as agent, independent contractor, employee or
stockholder of any corporation, or for any business entity of any nature, for a
period of one (1) year from the termination of employment, regardless of the
reason for employment termination call upon, solicit, or be solicited, or
otherwise contact, service, sell to or perform any work for any Customer or
prospective Customer with which the Bank had a business relationship or
attempted to establish a business relationship during the twelve (12) months
prior to Executive's termination, nor during such period shall Executive solicit
customers or employees of the Bank or any of its affiliates to cease doing
business, in whole or in part, with the Bank, or any of its affiliates. The term
"Customer" as used in this subparagraph includes any person or entity conducting
banking business with the Bank, and includes branches, plants, divisions,
headquarters, sales offices, research centers, campuses or any other locations
of the customer, its parent, affiliates or subsidiaries and individuals employed
by the Customer subsequently engaged in business enterprises elsewhere.
(d) Executive agrees, that in the event Executive's employment terminates,
regardless of the reason for said termination or the party instituting the
termination, Executive will not, directly or indirectly, individually, or as
partner or as agent, independent contractor, employee or stockholder of any
corporation, or for any business entity of any nature, for the period set forth
below (the "Covenant Period"), directly or indirectly own, manage, operate,
control, be employed by, participate in, render services to, or be connected in
any manner with the ownership, management, operation or control of another
insured depository institution that offers products or services similar or
equivalent to those offered by the Bank in the geographic area in which the Bank
is conducting such business at the date of termination of Executive's
employment. Executive acknowledges that it shall be a violation of this
subparagraph for Executive to conduct any business referred to herein within the
area referred to above, including but not limited to advertising or soliciting
or otherwise servicing in any way Customers within said area, even though
Executive, or its affiliated business, may be located outside said area.
Executive acknowledges the geographic scope of the Bank's business as presently
comprising all of the eight (8) southern counties of New Jersey, inclusive of
Atlantic, Burlington, Camden, Cape May, Cumberland, Gloucester, Ocean, and Salem
Counties and acknowledges that in light of his duties for the Bank, the
geographic scope of this Agreement is reasonable. In the event Executive's
termination of employment happens on or after the occurrence of a Change in
Control, the Covenant Period shall be one (1) year from the date of termination,
and otherwise the Covenant Period shall be sixty (60) days. The Executive
acknowledges that these restrictions will not render him unable to find or
undertake gainful employment appropriate to his skills and experience.
(e) SEVERABILITY. The parties acknowledge that subsections (a), (b), (c) and
(d) above are severable, and the invalidity or unenforceability of any
subparagraph or portion thereof will not impair the enforceability of the
remaining subparagraphs or portions.
(f) RESORT TO COURTS.
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(i) In the event the Bank is obligated to resort to the courts for
the enforcement of any of the covenants contained in this agreement, Executive
agrees that the term of said covenants shall continue and the period of
post-employment restrictions referred to above shall be extended by a period of
time equal to that period beginning when any violation of said covenant
commenced and ending when the activities constituting such violation shall have
finally been terminated in good faith, or when there has been a final
adjudication by the trial court as to the enforcement of the covenant(s),
whichever is earlier.
(ii) Executive also agrees that, in the event of his breach of this
Section 8, Employer shall be entitled to reimbursement of the full amount of the
Severance set forth in Sections 6 and/or 7 of this Agreement which has been paid
to Executive as of the date of the discovery of such breach and, further, the
Employer shall have no further obligation to pay him any remaining portion of
said Severance, if any. Notwithstanding such breach, the covenants contained in
Sections 6 and/or 7 and the remaining promises and covenants, including the
release in Section 2 of this Agreement shall remain in full force and effect.
(iii) Executive agrees that the Employer may also recover from him,
in the event of a breach of any provision of Section 8, monetary relief in the
amount of all damages, costs, and expenses, including attorneys' fees incurred
as a result of the breach and/or in the enforcement of Section 8. Nothing
contained herein shall be construed as prohibiting the Employer from pursuing
any other remedies available for such breach or threatened breach.
(g) MODIFICATION. Executive further agrees that if any portion of the
covenants set forth in this Agreement or the application thereof, is construed
to be invalid or unenforceable, the remainder of the covenant or covenants shall
then be given full force and effect without regard to the invalid or
unenforceable portions thereof, whether because of the area covered, the
duration thereof, or the scope thereof. Executive further agrees that the court
making such determination shall have the power to reduce the area and/or
duration, and/or limit the scope thereof and the covenant(s) as thereafter
reformed shall be enforceable in its reduced form and binding upon Executive.
9. INTELLECTUAL PROPERTY. Executive agrees to disclose and assign, and does
hereby assign, full and absolute right, title and interest to the Bank of any
and all ideas, designs, inventions, discoveries, banking products, and
improvements made by Executive for the Bank or otherwise related in any way to
his duties, of any kind or nature whatsoever, at any time during his employment
with the Bank (together with any and all works of authorship described in the
following sentence, referred to as "Intellectual Property"). Executive further
agrees that any work of authorship made by Executive for the Bank, or otherwise
related in any way to his duties, shall be deemed a "work made for hire" and the
Bank shall be the sole author of such work and the owner of all of the rights
comprised in the copyright of such work. To the extent the Bank is not
considered to be the sole author of any such work notwithstanding this
provision, the Executive hereby assigns full and absolute right, title and
interest in and to such works to the Bank and agrees to take all necessary and
or prudent steps to assist the Bank in perfecting its interests and rights
thereto.
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10. NOTICES. Any notice required or permitted to be given under this Agreement
shall be deemed properly given if in writing and if mailed by registered or
certified mail, postage prepaid with return receipt requested, if to the
Executive to the last principal residence of the Executive shown on the payroll
records of the Bank, and in the case of notices to the Bank, to Cornerstone
Bank, 0000 Xxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000 Attn:
_______________.
11. WAIVER. No provision of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by the Executive and an executive officer of the Bank
specifically designated by the Board of Directors of the Bank. No waiver by any
party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
12. CONSTRUCTION OF TERMS. The language of all parts of this Agreement shall in
all cases be construed as a whole, according to its fair meaning, and not
strictly for or against any of the Parties, notwithstanding any statutory or
common law provisions which would suggest otherwise.
13. ASSIGNMENT. This Agreement shall not be assignable by either party hereto,
except by the Bank to any successor in interest to the business of the Bank.
14. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties relating to the subject matter of this Agreement and supersedes any
prior agreement of the parties.
15. SUCCESSORS, BINDING AGREEMENT.
(a) The Bank will require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) to all or substantially all of
the business and/or assets of the Bank to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Bank would be
required to perform it if no such succession had taken place. Failure by the
Bank to obtain such assumption and agreement prior to the effectiveness of any
such succession shall constitute a breach of this Agreement and the provisions
of Section 6 hereof shall apply. As used in this Agreement, "the Bank" shall
mean the Bank as hereinbefore defined and any successor to the respective
business and/or assets of the Bank as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.
(b) This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators, heirs,
distributees, devisees, and legatees, but only to the extent of benefits
actually and specifically conferred by this Agreement to Executive under the
applicable circumstances.
16. TERMINATION. Any termination of the Executive's employment under this
Agreement or of this Agreement shall not affect the provisions of Sections 6, 7,
8 or 9 hereof which shall survive any such termination and remain in full force
and effect in accordance with their respective terms.
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17. COOPERATION COVENANT. Both during and after the Employment Period, the
Executive shall cooperate fully with the Bank and with any legal counsel, expert
or consultant it may retain to assist it in connection with any judicial
proceeding, arbitration, administrative proceeding, governmental investigation
or inquiry or internal audit in which the Bank or any affiliate thereof,
including the Bank, may be or become involved, including full disclosure of all
relevant information and truthfully testifying on the Bank's behalf (or, at the
request of the Bank, on behalf of such affiliate of the Bank, including the
Bank) in connection with any such proceeding or investigation.
18. REPRESENTATION OF EXECUTIVE. As an inducement to entering into this
Agreement, the Executive represents to the Bank that his execution of and
performance under this Agreement will not constitute a violation by him of any
written or other contract, understanding, arrangement, duties or other
obligation pertaining to his performance of personal services, solicitation of
employees or customers, or other conduct on his part contemplated by this
Agreement.
19. VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
20. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the domestic laws (but not the law of conflict of laws) of the
State of New Jersey.
21. HEADINGS. The headings of the Sections of this Agreement are for convenience
only and shall not control or affect the meaning or construction or limit the
scope or intent of any of the provisions of this Agreement.
22. EFFECTIVE DATE; TERMINATION OF PRIOR AGREEMENT. This Agreement shall become
effective immediately, upon the execution and delivery of this Agreement by the
parties hereto. Upon the execution and delivery of this Agreement by the parties
hereto, any prior agreement relating to the subject matter hereof shall be
automatically terminated and be of no further force or effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CORNERSTONE BANK
By: /s/
----------------------
Date: _______________
EXECUTIVE
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Date: --------------------
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