Exhibit 10.21
EMPLOYMENT CONTRACT
This AGREEMENT is made effective as of this twenty-fourth day of June, 2002 by
and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized
under the laws of the State of New Jersey, and Xxxxxxx X. Xxxxxx, the
("Officer").
RECITALS
WHEREAS, the Bank desires to employ and retain the services of the Officer
for the period provided in this Agreement; and
WHEREAS, the Officer is willing to serve in the employ of the Bank on a
full-time basis for said period;
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, the Officer shall serve as
First Senior Vice President and Chief Information Officer of the Yardville
National Bank (the "Bank") reporting to the President & Chief Executive Officer.
2. TERMS AND DUTIES
(A) The period of the Officer's employment agreement shall commence as
of June 24, 2002 and shall continue for a period of seven (7) full calendar
months and seven (7) days thereafter, unless terminated by the Bank on
account of death, disability or cause (as herein defined). This Agreement
is subject to approval, for continuation, by the President/Chief Executive
Officer and the Board of Directors of the Yardville National Bank, 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.
(B) During the period of employment, the Officer shall devote full time
and attention to such employment and shall perform such duties as are
customarily and appropriately vested in the First Senior Vice President and
Chief Information Officer of a commercial bank.
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 Officer's
duties; or
(iii) a continuing willful failure to perform the duties of the Officer's
position with the Bank; or
(iv) the order of a bank regulatory agency or court requiring the
termination of the Officer'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 Bank or the Bank's Holding Company, or
(ii) the approval by the Board, and appropriate regulatory authorities of
the sale of all or substantially all of the assets of the Bank or
Holding Company; or,
(iii) the approval by the Board and appropriate regulatory authorities 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 Officer 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 shall pay to the Officer
an annual salary of not less than $135,000.00, which salary shall be paid
in bi-weekly installments. The Board or a duly appointed committee shall
review such salary thereof at least annually and any adjustments in the
amount of salary on said review shall be fixed by the Board from time to
time.
(B) The Officer shall receive an annual expense stipend of $4,000.00
for associated expenses incurred for extensive travel and vehicle
maintenance in the performance of his duties as First Senior Vice President
& Chief Information Officer of a commercial bank.
5. TERMINATION FOR CAUSE
(A) The Officer 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 Officer may be legally entitled to
participate by virtue of COBRA or any other State or Federal Law concerning
employee rights to benefits upon termination.
6. TERMINATION BY THE OFFICER
(A) In the event of the Officer's voluntary termination, the Officer
shall not have the right to receive compensation or benefits as provided
hereunder after such date of termination, except to the extent that the
Officer may be legally entitled to participate by virtue of COBRA or any
other State of Federal law concerning employee rights to benefits upon
termination.
7. CHANGE IN CONTROL
(A) 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 two (2) years' 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.
(B) In the event that within three (3) years after a Change in Control
(as herein defined), the Officer's employment is terminated by the Bank,
other than for death, disability or Cause, the Officer shall be entitled to
receive two (2) years' salary at the annual salary currently being paid,
which payment shall be made in a lump sum promptly after the occurrence of
such termination.
8. TERMINATION UPON DISABILITY
(A) In the event that the Officer experiences a Disability during the
period of employment, salary shall continue at the same rate as was in
effect on the day of the occurrence of such Disability, reduced by an
concurrent disability benefit payments provided under disability insurance
maintained by the Bank. If such Disability continues for a period of six
(6) consecutive months, the Bank at its option may thereafter, upon written
notice to the Officer or personal representative, terminate the Officer's
employment with no further notice.
9. GOVERNING LAW
This Agreement and the other obligations of the parties hereto shall be
interpreted, construed and enforced in accordance with the laws of the
State of New Jersey.
10. 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 24th day of June, 2002.
ATTEST: YARDVILLE NATIONAL BANK
_____________________________________ _____________________________________
Xxxxxxx X. Xxxx
President/CEO
WITNESS
______________________________________ _____________________________________
Xxxxxxx X. Xxxxxx
First Senior Vice President
