EXHIBIT 10(a)
AGREEMENT
AGREEMENT, dated as of August 18, 1995 ("Agreement"), among Xxxx X.
Xxxxxx ("Xxxxxx"), Growth Financial Corporation, a New Jersey corporation
("GFC") and Growth Bank, a New Jersey-chartered bank, wholly owned by GFC
("Growth").
WHEREAS, Potter, GFC and Growth entered into an Employment Agreement
dated as of March 20, 1989 (the "Employment Agreement");
WHEREAS, Potter, GFC and Growth subsequently entered into a Memorandum
of Understanding dated April 27, 1994 (the "Memorandum") concerning the terms
and conditions of Potter's continued employment with GFC and Growth; and
WHEREAS, GFC and Growth are about to enter into an Agreement and Plan of
Merger (the "Merger Agreement") with HUBCO, Inc. ("Hubco") and Xxxxxx United
Bank (the "Bank"), pursuant to which GFC shall be merged with and into Hubco
(the "Merger");
WHEREAS, the parties desire to enter into this Agreement to clarify the
terms and conditions of the Memorandum relating to Potter, as the same is
affected by the Merger; and
WHEREAS, Hubco and the Bank are unwilling to enter into the Merger
Agreement unless and until the parties have entered into an agreement
clarifying the terms of the Memorandum, which agreement is satisfactory to
Hubco and the Bank, and may not be amended, supplemented or rescinded without
the prior written consent of Hubco and the Bank;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. NON-CANCELLABLE STOCK OPTIONS. Promptly after the execution and
delivery of the Merger Agreement, GFC shall issue to Potter non-cancellable
stock options for 84,638 shares of GFC's common stock, par value $1.00 per
share ("GFC Common Stock"), which represents 5% of the issued and outstanding
shares of GFC as of August 18, 1995, at an exercise price per share of
$10.77, which is equal to the closing price per share of GFC Common Stock as
of December 31, 1994, as supplied by the National Association of Securities
Dealers Automated Quotation System ("Nasdaq") and published in the WALL
STREET JOURNAL.
2. EMPLOYMENT; TERMINATION.
(a) EMPLOYMENT. GFC and Growth hereby agree to employ Potter and
Potter hereby accepts employment as an employee of GFC and Growth for a
period (the "Contract Period") commencing on the date hereof and ending on
the earlier of (i) the date of the Closing of the Merger Agreement, as such
term is defined in the Merger Agreement or (ii) April 26, 1996.
(b) COMPENSATION. During the Contract Period, GFC and Growth
shall pay to Potter the compensation specified in SCHEDULE A attached hereto
(the "Compensation"). The Compensation shall include the base salary and
benefits specified in SCHEDULE A, but shall not include bonuses, stock
options or any other discretionary form of compensation not specified in
SCHEDULE A. Notwithstanding the preceding sentence, Employer may pay
Executive prior to the Closing other compensation, including bonus, in
accordance with the Merger Agreement. The parties hereto acknowledge and
agree that the Compensation is equal to the level of compensation received by
Potter as of March 20, 1994. In addition, if the Closing occurs prior to
April 26, 1996, GFC and Growth shall cause Potter to be provided with the
Compensation through April 26, 1996, either by GFC and Growth directly
providing such Compensation, or by GFC and Growth obtaining a commitment from
Hubco and the Bank to provide such Compensation through April 26, 1996.
(c) TERMINATION. GFC and Growth shall have the right to terminate
Potter's employment prior to the end of the Contract Period, with or without
cause, upon 30 days' prior written notice to Potter. Potter shall have the
right to terminate his employment prior to the end of the Contract Period,
with or without cause, upon 30 days' prior written notice to GFC and Growth.
If Potter's employment is terminated by either GFC and Growth, for any
reason, prior to the end of the Contract Period (including termination at the
Closing pursuant to Section 3 hereof), GFC and Growth shall nonetheless
continue to provide Potter with the Compensation through April 26, 1996, as
severance. It is understood that the Compensation set forth herein is in
lieu of any other severance policy of the Employer. If Potter terminates his
employment for any reason prior to the end of the Contract Period, Potter
shall be entitled to no further Compensation after such termination, except
as required by COBRA or similar federal or state laws.
3. NO RIGHTS AS EMPLOYEE OF HUBCO OR THE BANK. This Agreement shall
not give Potter any rights as an employee of Hubco or the Bank. Potter
acknowledges that his employment with GFC and Growth will end at the Closing
if not earlier terminated pursuant hereto.
4. ENTIRE AGREEMENT; CHANGES. This Agreement sets forth the entire
agreement between the parties with respect to the subject matter hereof and
shall supersede all other prior written or oral agreements, including the
Employment Agreement and the Memorandum; PROVIDED, that the release set forth
in paragraph 4 of the Memorandum (copy attached) is continued and is
incorporated herein by reference as though fully set forth herein. This
Agreement shall not be amended, supplemented or rescinded in whole or in part
except by an instrument duly signed by Potter, by duly authorized
representatives of GFC and Growth and by duly authorized representatives of
Hubco and the Bank. Hubco and the Bank are intended to be third-party
beneficiaries to this Agreement.
5. SUCCESSORS IN INTEREST. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors in interest.
IN WITNESS WHEREOF, the parties have caused the foregoing to be executed
as of the date first set forth above.
GROWTH FINANCIAL CORPORATION
/s/ XXXX X. XXXXXX By: /s/ XXXXXXX XXXXXXXXX
----------------------------- --------------------------
XXXX X. XXXXXX, individually Name:
Title: VP
GROWTH BANK
By: /s/ XXXXXXX XXXXXXXXX
--------------------------
Name:
Title: EVP
SCHEDULE A
Salary - $12,500 per month (pro rate for any partial month)
Benefits - A package of benefits (chosen by Employer) with a value no
less than $2,517 per month (pro rate for any partial month)
