ROCKVILLE BANK ADVISORY AGREEMENT
Exhibit 10.1
ROCKVILLE BANK
This Advisory Agreement (this “Agreement”) is made and entered into as of the 26th
day of January, 2011, by and between Rockville Bank, a Connecticut bank (the “Bank”), and Xxxxxxx
X. XxXxxx (the “Advisor”).
WITNESSETH:
WHEREAS, the Advisor will have served as President and Chief Executive Officer (“CEO”) of the
Bank from 1980 until his anticipated retirement at the annual shareholders’ meeting on April 26,
2011, as a member of the board of directors of the Bank from 1981 until the present and as
President, Chief Executive Officer and a Director of Rockville Financial, Inc. from 2004 until
April 26, 2011, and thereby gained unprecedented familiarity and insight into the Bank, its
operations and relationships with the communities it grew to serve; and
WHEREAS, the Bank desires to retain the Advisor in an advisory capacity to advise his
successor as President and CEO and perform the services described below; and
WHEREAS, the Advisor is willing to provide such services to the Bank on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Bank and the Advisor hereby agree as follows:
1. Definitions.
(a) Advisory Period means the period commencing on the Effective Date and ending on the
twenty-four (24) month anniversary of such date, or as may be extended by mutual agreement of the
parties in a written amendment hereto.
(b) “Material Breach” means one of the following events in which the Advisor: (A) willfully
fails and continues to fail to substantially perform his material duties under this Agreement
(other than any failure resulting from the Advisor’s incapacity due to physical or mental injury or
illness or Disability or any failure after the issuance of a notice of termination by Advisor)
which failure is demonstrably and materially damaging to the financial condition or reputation of
the Bank or its affiliates, and which failure continues for more than 48 hours after a written
demand for substantial performance is delivered to the Advisor from the Board of Directors of the
Bank (the “Board”); (B) commits an act involving moral turpitude in the course of his services for
the Bank, its subsidiaries, affiliates or predecessors; (C) engages in willful misconduct with
respect to Bank business that is demonstrably and materially damaging to the financial
1
condition or reputation of the Bank or its affiliates; (D) breaches his fiduciary duty to the
Bank for personal profit; (E) willfully violates, in any material respect, any banking law, rule or
regulation (or enforcement action, if any, to which the Bank becomes subject) with respect to his
performance of services for the Bank; or (F) materially violates one or more material terms of this
Agreement in a manner that is demonstrably and materially damaging to the financial condition or
reputation of the Bank or its affiliates, and which material violation the Advisor fails to cure
during a 20-day period following the date on which the Advisor receives written notice from the
Board of the material breach specifying the particulars of the breach in detail; provided that the
20-day period shall be extended for a reasonable period of time if Advisor takes, and continues to
take with commercially reasonable diligence, remedial steps the effect of which would be to cure
the material breach within such reasonable period of time. The termination of this Agreement shall
not be deemed to be for “Material Breach” within the meaning of this Section unless and until there
shall have been delivered to the Advisor a copy of a notice from the Board specifying the
particulars of the “Material Breach” in detail.
(c) “Disability” shall mean the inability to perform, despite reasonable accommodation,
substantially all of his services under this Agreement due to any physical or mental injury or
disease. Disability shall be deemed to have occurred if the Advisor has not performed his duties
hereunder for a continuous period of six months due to any physical or mental injury or disease
that prevents the Advisor from performing substantially all of his services. The existence of such
physical or mental injury or disease shall be determined by a physician selected by the Bank, and
the physician shall certify the existence or absence of such injury or disease to the Bank and the
Advisor. For purposes of this Section, the Advisor shall be deemed to have not performed his duties
hereunder for six months if he has not, within any continuous six-month period, attended to
substantially all of his duties as directed by the CEO during that period.
(d) Effective Date means April 26, 2011.
(e) Notice of Termination means a written notice, which shall indicate the specific
termination provision relied upon in this Agreement and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of Advisor’s engagement under
the provision so indicated, given to the non-terminating party, in the case of Advisor, at least
thirty (30) days prior to the date of termination of services and, in the case of Bank, at least
thirty (30) days prior to the date of termination of services if terminated pursuant to Section
2(b) below (termination for Material Breach), otherwise no advance notice from Bank is required.
2. Term and Termination of Agreement.
The term of this Agreement shall be the Advisory Period, unless this Agreement is otherwise
terminated pursuant to this Section. Any termination by the Bank or the Advisor of this Agreement
shall be communicated by Notice of Termination to the other.
(a) Termination for Death or Disability Prior to the End of the Advisory Period. If,
during the Advisory Period, this Agreement is terminated on account of the Advisor’s death or
Disability, the Advisor shall receive any unpaid Fees (as defined in Section 4(b) below) calculated
2
through the date of death or the date this Agreement is terminated due to Disability and the
reimbursement of any unreimbursed reimbursable expenses under this Agreement incurred by Advisor
calculated through the date of death or termination due to Disability, in each case within thirty
days of the date of death or termination.
(b) Termination for Material Breach Prior to the End of the Advisory Period. If,
during the Advisory Period, the Bank terminates this Agreement for Cause, the Advisor shall receive
from the Bank any unpaid Fees and the payment of any unreimbursed reimbursable expenses under this
Agreement incurred by Advisor calculated through the date of the termination within thirty days of
the date of the termination.
(c) Termination by the Bank Without Material Breach Prior to the End of the Advisory
Period. If, during the Advisory Period, this Agreement is terminated by the Bank other than due
to a Material Breach, then the Advisor shall receive from the Bank any unpaid Fees payable and
calculated through the end of the Advisory Period, when such Fees otherwise would have been paid to
Advisor had such termination not occurred, and the payment of any unreimbursed reimbursable
expenses under this Agreement incurred by Advisor calculated through the date of the termination
within thirty days of the date of the termination.
(d) Termination by Advisor. If, during the Advisory Period, this Agreement is
terminated by Advisor other than due to a material violation by the Bank of this Agreement, the
Advisor shall receive from the Bank any unpaid Fees and the payment of any unreimbursed
reimbursable expenses under this Agreement incurred by Advisor calculated through the date of the
termination within thirty days of the date of the termination. If, during the Advisory Period,
this Agreement is terminated by the Advisor due to a material violation by the Bank of this
Agreement, then the Advisor shall receive from the Bank any unpaid Fees payable and calculated
through the end of the Advisory period, when such Fees otherwise would have been paid to Advisor
had such termination not occurred, and the payment of any unreimbursed reimbursable expenses under
this Agreement incurred by Advisor calculated through the date of the termination within thirty
days of the date of the termination. For purposes of this Agreement, a material violation by the
Bank of this Agreement will be deemed to have occurred upon the occurrence of either of the
following circumstances provided the Advisor shall have given written notice of such circumstances
within a period not to exceed 30 days of the initial existence of such circumstance(s) and the Bank
shall not have remedied such circumstance(s) within 10 days after receipt of such notice: (i) the
failure by the Bank to pay to Advisor any compensation due hereunder when due; or (ii) any failure
by the Bank to perform any material obligation under, or breach by the Bank of any material
provision of, this Agreement.
3. Title, Authority, Position and Duties.
(a) The Advisor’s title with each of Rockville Financial Inc. and the Bank during the Advisory
Period will be “Vice Chairman — Public Affairs”. In this capacity, the Advisor’s services will be
to focus on market outreach and provide business development, industry and community public
relations and occasional ombudsman efforts. The Advisor’s expected duties may include preparation
and delivery of marketing messages, serving as a spokesman on selected occasions and appearing at
events on behalf of the Bank all as reasonably requested or approved by the CEO, a
3
senior executive designated by the CEO or the Chairman. Advisor’s services under this
Agreement are in addition to his service as a full voting member on the Board of Directors of each
institution. The Advisor will serve on the committees of the Board of Directors of the Bank (and
its holding company) as determined pursuant to the Board’s then standard practices.
(b) The Advisor’s position will be non-executive in nature, with the Advisor’s authority being
equal to but no greater than that of other Board members of Rockville Financial, Inc. and of the
Bank. The Advisor will report to the CEO or a person designated by the CEO.
(c) The Advisor will also serve as a board member, and a member of the grants committee of the
Rockville Bank Foundation. Additionally, the Advisor will provide advice and counseling to the CEO
or to his designees, from time to time as reasonably requested. The Advisor agrees to use his best
efforts to advance the interests of the Bank during the Advisory Period.
(d) The Bank understands that Advisor may continue to be involved in other business or
volunteer activities during the Advisory Period, including working with and/or being a member,
trustee, or director of any professional organization, community service organization, non-profit
organization or bank industry organization or the like, provided those activities do not conflict
with Advisor’s Non-Compete Obligations (as defined in Section 5(b) of this Agreement) or other
business or ethical conflicts.
(e) The Advisor will not have a required minimum number of hours of work or a set work
schedule during the Advisory Period; provided, however, the number of hours during which bona fide
services may be performed on behalf of Rockville Financial, Inc., the Bank, Rockville Bank
Foundation and/or any of their affiliates or subsidiaries during the Advisory Period shall not
exceed, in the aggregate, an average of eight hours per week, and in no event shall Advisor perform
services in excess of 20% of the average level of bona fide services he performed (whether as an
employee or independent contractor) over the 36-month period immediately preceding the commencement
of the Advisory Period (as further provided in Section 10 below).
4. Compensation.
| During the Advisory Period, the Advisor shall be compensated by the Bank as follows: |
(a) The Bank shall pay to the Advisor for his services, on a monthly basis, compensation at a
rate calculated on the basis of $96,000 per annum ($8,000 per month) (the “Retainer”).
(b) The Bank additionally shall pay to the Advisor, on a monthly basis, the sum of $500 (the
“Transportation Charge”) to cover all local transportation-related expenses to be incurred by
Advisor in the provision of services hereunder (this being defined as travel to any location in the
States of Connecticut or Massachusetts) (the Retainer and the Transportation Charge are
collectively referred to as the “Fees”). In addition, the Bank shall
reimburse the Advisor for his ordinary and necessary business expenses (other than local
transportation-related expenses), incurred in connection with the performance of his services for
the Bank under this Agreement up to $500 per month, in each case in accordance with Bank policy.
4
(c) The Advisor shall not be an employee and shall not be entitled, based upon this Agreement
or the services to be rendered pursuant hereto, to participate in any of the Bank’s employee plans
or benefits programs as offered by the Bank from time to time.
(d) The Advisor will determine the methods, details and means of providing the services
required hereunder. The Advisor shall perform such services at any place or location and at such
times as the Advisor shall determine. Additionally, to the extent required for his duties as a
Board or committee member, the Bank will provide office space for the use of the Advisor at 00 Xxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000 and will provide minimal administrative support for such
duties through staff selected by the CEO or a person designated by the CEO.
(e) Advisor shall receive as additional compensation any fee or other compensation paid by
Rockville Financial, Inc., the Bank, Rockville Bank Foundation or any of their respective
affiliates or subsidiaries to or on behalf of any other member of any board or committee of which
the Advisor also is a member, in accordance with the standard compensation practices of such boards
or committees.
(f) Any Fees, reimbursements or other compensation paid by Rockville Financial, Inc., the
Bank, Rockville Bank Foundation or any of their respective affiliates or subsidiaries are exclusive
of any Connecticut sales and use tax, if any, due thereon. The payor of such compensation shall be
solely responsible for the proper and timely reporting and remittance of such taxes, and shall
indemnify, defend and hold harmless Advisor from and against any such taxes, interest and penalties
assessed or claimed by the State of Connecticut based upon the compensation paid hereunder.
(g) The Bank shall pay the monthly Fees due for any monthly period hereunder on or before the
first day of such monthly period, and any reimbursement of expenses shall be paid within twenty
days of the submission by Advisor of a written request for same with adequate substantiation. Any
amounts required to be paid hereunder, if not paid when due, shall bear interest at the lower of
the rate of one percent per month or the legal maximum until paid in full, and the Bank agrees to
pay Advisor’s costs of collection, including reasonable attorneys’ fees, in the event of
nonpayment.
5. Further Obligations of the Advisor.
(a) Confidentiality. Unless he obtains the prior written consent of the Bank, the
Advisor shall at all times, both during and following the Advisory Period, keep confidential and
shall refrain from using for the benefit of himself, or any person or entity other than the Bank or
its subsidiaries or affiliates, any material document or information obtained from the Bank or its
subsidiaries, affiliates or predecessors, in the course of his employment with any of them
concerning its properties, operations or business (unless such document or information is readily
5
ascertainable from public or published information or trade sources or has otherwise been made
available to the public through no fault of his own) until the same ceases to be material (or
becomes so ascertainable or available); provided, however, that nothing herein shall prevent the
Advisor, with or without the Bank’s consent, from participating in or disclosing documents or
information in connection with any judicial or administrative investigation, inquiry or proceeding
or the Bank’s public reporting requirements to the extent that such participation or disclosure is
required under applicable law or Advisor has received written advice from his legal counsel that
such participation or disclosure may be required under applicable law.
(b) Non-Compete and Non-Solicitation. The Advisor hereby covenants and agrees that,
for the Advisory Period (whether or not this Agreement is terminated within the Advisory Period
provided the Bank satisfies its financial obligations under this Agreement) he shall not, without
the written consent of the Bank, either directly or indirectly, the following comprising the
Advisor’s non-competition and non-solicitation obligations (“Non-Compete Obligations”):
(i) solicit or accept employment or become affiliated with, or provide services for
compensation in any capacity whatsoever to, any savings bank, savings and loan association,
bank, trust company, bank holding company, savings and loan holding company, or other
similar institution that maintains a branch office in Hartford, New London, Tolland or
Xxxxxxx Counties, Connecticut (each a “Competing Bank”);
(ii) solicit, offer employment to, or take any other action intended, or that a
reasonable person acting in like circumstances would expect, to have the effect of causing
any officer or employee of the Bank or any of its subsidiaries or affiliates to terminate
his or her employment and accept employment or become affiliated with, or provide services
for compensation in any capacity whatsoever to, a Competing Bank;
(iii) provide any information, advice or recommendation with respect to any such
officer or employee to a Competing Bank, which is intended, or that a reasonable person
acting in like circumstances would expect, to have the effect of causing any officer or
employee of the Bank or any of its subsidiaries or affiliates to terminate his or her
employment and accept employment or become affiliated with, or provide services for
compensation in any capacity whatsoever to, a Competing Bank; or
(iv) solicit, provide any information, advice or recommendation or take any other
action intended, or that a reasonable person acting in like circumstances would expect, to
have the effect of causing any customer of the Bank to terminate an existing relationship
with the Bank.
Notwithstanding the foregoing, Advisor may, if requested, provide a written letter of
recommendation or an oral reference on behalf of an individual who then is employed or formerly was
employed by the Bank. It is further agreed that the ownership of not more than one percent of the
equity securities of any company having securities listed on an exchange or regularly traded in the
over-the-counter market shall not, of itself, be deemed a violation of the provisions of this
Section 5(b).
6
6. Equitable Relief.
The Advisor acknowledges and agrees that in the event of conduct by the Advisor inconsistent
with any of the provisions of Sections 5(a) and 5(b) hereof, the Bank may suffer irreparable harm
for which monetary damages alone will constitute an insufficient remedy. Consequently, in the event
of any such conduct, the Bank may, in addition to other rights and remedies existing in its favor,
apply to any court of law or equity of competent jurisdiction for injunctive or other relief in
order to enforce, or prevent any violations of, the provisions hereof, in each case without the
requirement of posting a bond or proving actual damages.
7. Successors.
This Agreement and all rights of the Advisor shall inure to the benefit of and be enforceable
by the Advisor’s personal or legal representatives, estates, executors, administrators, heirs and
beneficiaries. All amounts payable to the Advisor hereunder shall be paid, in the event of the
Advisor’s death, to the Advisor’s estate, heirs and representatives, and, except as provided in
this Section, no party may assign this Agreement or any rights, interests, or obligations hereunder
without the prior written approval of the other party. Subject to the preceding sentence, this
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
8. Severability and Enforcement.
The provisions of this Agreement shall be regarded as divisible, and if any such provisions or
any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the
validity and enforceability of the remainder of such provisions or parts hereof and the
applicability hereof shall not be affected hereby. It is expressly understood and agreed that
although the Advisor and the Bank consider the restrictions contained herein to be reasonable, if a
final judicial determination is made by a court of competent jurisdiction that the time or
territory or any other restriction contained in this Agreement is an unenforceable restriction
against Advisor, the provisions of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such
restriction cannot be amended so as to make it enforceable, such finding shall not affect the
enforceability of any of the other restrictions contained herein.
9. Amendment.
This Agreement may not be amended or modified at any time except by a written instrument
executed by the Bank and the Advisor.
10. Independent Contractor; Effect on Prior Separation from Service.
The parties agree that the Advisor will retire as an employee of the Bank and its affiliates
and subsidiaries as of the Effective Date, and will not be acting as an employee during the
7
Advisory Period under this Agreement, and that the Bank shall not be required to withhold
from amounts to be paid to the Advisor hereunder any federal, state or local withholding or other
taxes, or make any contributions for social security, Medicare or the like. The parties agree that
Advisor will separate from service (within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (“Code”)) with the Bank effective April 26, 2011, and that the duties as
Advisor will not impact the date of such separation from service. Without limitation, the
expectation of the parties is that the level of bona fide services to be performed by Advisor for
the Bank during the Advisory Period shall permanently decrease to a level equal to 20% or less of
the average level of bona fide services he performed (whether as an employee or an independent
contractor) over the immediately preceding 36-month period.
11. Dispute Resolution.
(a) In the event of any dispute, claim, question or disagreement arising out of or relating to
this Agreement or the breach hereof, the parties hereto shall use their best efforts to settle such
dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with
each other, in good faith, and, recognizing their mutual interests, attempt to reach a just and
equitable solution satisfactory to both parties.
(b) If they do not reach such a solution within a period of thirty (30) days, then the parties
agree first to endeavor in good faith to amicably settle their dispute by mediation under the
Commercial Mediation Rules of the American Arbitration Association (the “AAA”), before resorting to
arbitration. Thereafter, any unresolved controversy or claim arising out of or relating to this
Agreement or any alleged breach hereof, upon notice by any party to the other, shall be submitted
to and finally settled by arbitration in accordance with the Commercial Arbitration Rules (the
“Rules”) of the AAA in effect at the time demand for arbitration is made by any such party. The
parties shall mutually agree upon a single arbitrator within thirty (30) days of such demand. In
the event that the parties are unable to so agree within such thirty (30) day period, then within
the following thirty (30) day period, one arbitrator shall be named by each party. A third
arbitrator shall be named by the two arbitrators so chosen within ten (10) days after the
appointment of the first two arbitrators. In the event that the third arbitrator is not agreed
upon, he or she shall be named by the AAA. Arbitration shall occur in Hartford, Connecticut or such
other location as may be mutually agreed to by the parties.
(c) The award determined by the panel of arbitrators shall be final and binding, and judgment
may be entered based upon such award in any court of law having competent jurisdiction. The award
is subject to confirmation, modification, correction or vacation only as explicitly provided for
in Title 9 of the United States Code. The prevailing party may be awarded pre- and post-award
interest, and may be awarded attorney’s fees incurred in connection with the arbitration, in each
case in the discretion of the arbitrators. The parties acknowledge that this Agreement evidences a
transaction involving interstate commerce. The United States Arbitration Act and the Rules shall
govern the interpretation, enforcement, and proceedings pursuant to this Section. Any provisional
remedy which would be available from a court of law shall be available from the arbitrators to the
parties to this Agreement pending arbitration. Either party may make an application to the
arbitrators seeking injunctive relief to maintain the status quo, or may seek from a court of
competent jurisdiction any interim or provisional relief that may be necessary to protect
8
the rights and property of that party, until such times as the arbitration award is rendered
or the controversy otherwise resolved.
12. Notice.
Any communication required or permitted to be given under this Agreement, including but not
limited to any notice, direction, designation, consent, instruction, objection or waiver, shall be
in writing and shall be deemed to have been given at such time as it is delivered personally, or
five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return
receipt requested, addressed to such party at the address listed below or at such other address as
one such party may by written notice specify to the other party:
If to the Advisor:
Xxxxxxx X. XxXxxx
00 Xxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000
00 Xxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000
with a copy to:
Xxxx X. Xxxxxxxxx, Esq.
Xxxxxxx & Xxxxxxx LLP
Xxx Xxxxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxxxxxx & Xxxxxxx LLP
Xxx Xxxxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
If to the Bank:
Rockville Bank
0000 Xxxxxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx, Chairman
0000 Xxxxxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx, Chairman
13. Waiver.
Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof
shall not be deemed a waiver of such term, covenant or condition. A waiver of any provision of this
Agreement must be made in writing, designated as a waiver, and signed by the party against whom its
enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any one or
more times shall not be deemed a waiver or relinquishment of such right or power at any other time
or times.
14. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same Agreement.
9
15. Governing Law.
This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of Connecticut applicable to contracts entered into and to be performed entirely within
the State of Connecticut, except to the extent that federal law controls.
16. Headings and Construction.
The headings of sections in this Agreement are for convenience of reference only and are not
intended to qualify the meaning of any section. Any reference to a Section herein shall refer to
a section of this Agreement, unless otherwise stated.
17. Indemnification.
The Bank shall indemnify, hold harmless and defend Advisor from and against any and all
liabilities, actions, administrative proceedings, suits, causes of action, taxes, interest,
penalties, fines, damages, fees (including reasonable attorneys’ fees) and costs (collectively,
the “Costs”), imposed, claimed, or incurred against or by Advisor, arising directly or indirectly
from (i) any act or omission to act taken by Advisor at the direction of Rockville Financial,
Inc., the Bank, or any of their respective affiliates or subsidiaries, or in furtherance of this
Agreement (except to the extent such Costs are the direct result of Advisor’s willful misconduct
or bad faith conduct not reasonably believed by him to be in the best interests of the Bank),
and/or (ii) the enforcement of this indemnity.
18. Entire Agreement: Modifications; Survival.
This Agreement contains the entire agreement of the parties relating to the subject matter
hereof, and supersedes in its entirety any and all prior agreements, understandings or
representations relating to the subject matter hereof. No modifications of this Agreement shall be
valid unless made in writing and signed by the parties hereto. Notwithstanding the foregoing,
nothing in this Agreement shall be construed to supersede, limit, modify, amend or otherwise impact
the rights of Advisor under any other agreements or understandings that Advisor has with Rockville
Financial, Inc., the Bank and/or any of their respective affiliates or subsidiaries, including but
not limited to an Employment Agreement for Xxxxxxx X. XxXxxx as Amended and Restated as of January
5, 2009, or under any benefit plans or programs in which Advisor is a participant or is or may
become eligible to be a participant. Any payment obligation incurred by a party prior to or as of
the termination or expiration of this Agreement, and Sections 2, 4(f), 4(g), and 5 through 18 of
this Agreement, shall survive the termination or expiration of this Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
THE NEXT PAGE IS THE SIGNATURE PAGE.]
THE NEXT PAGE IS THE SIGNATURE PAGE.]
10
IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed by its duly authorized
officer and the Advisor has hereunto set his hand, all as of the day and year first above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
/s/ Xxxxxxx X. XxXxxx
Xxxxxxx X. XxXxxx, Advisor
Xxxxxxx X. XxXxxx, Advisor
| ROCKVILLE BANK |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx Xx. | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Chairman of the Board of Directors | |||
11
