Exhibit 10.16
EMPLOYMENT AGREEMENT
AGREEMENT, made as of the 10th day of November, 2000, is entered into by
and among BSB Bancorp, Inc., a Delaware corporation (the "Corporation"), BSB
Bank & Trust Company, a New York chartered bank and trust company (the "Bank")
and Xxxxxx X. Xxxxx (the "Executive"). The Corporation and the Bank are
collectively referred to as the "Employers."
WHEREAS, the Employers desire to employ the Executive on the terms and
conditions set forth herein and, for purpose of effecting the same, the Boards
of Directors of the Employers (the "Boards") have approved this Employment
Agreement and authorized its execution and delivery on the Employers' behalf to
the Executive; and
WHEREAS, the Boards have duly elected the Executive to be the President and
Chief Executive Officer of the Employers; and
WHEREAS, the Boards have duly elected the Executive to serve as a member of
the Boards; and
WHEREAS, the parties desire to enter into this Agreement, setting forth the
terms and conditions for the employment relationship of the Executive with the
Employers:
NOW, THEREFORE, it is AGREED as follows:
1. Employment. The Executive shall be employed as the President and Chief
----------
Executive Officer of the Employers and shall serve in such capacity during the
Employment Term (as defined in Section 5 below). Executive agrees that, during
the Employment Term and in his capacity as President and Chief Executive Officer
or any other title(s) or position(s) to which the Executive may be elected
during the Employment Term, he will devote his full business time and energy to
the business, affairs and interests of the Employers and serve them diligently
and to the best of his ability. The duties and responsibilities to be performed
by Executive shall be those appropriate to President and Chief Executive Officer
of the Employers as in effect currently, and from time to time hereafter
specified by the Employers' by-laws or as otherwise specified by the Boards. In
addition, following his election to the Boards, the Executive will serve as a
director and as a member of any committee of either of the Boards to which he is
elected, without additional compensation.
2. Salary and Bonus.
----------------
(a) The Employers agree to pay the Executive during the Employment
Term a salary at an annual rate not less than $250,000. The Executive's salary
shall be increased in the sole and absolute discretion of the Board or
committees thereof duly authorized by the Board to so act.
(b) The salary of the Executive shall not be decreased at any time
during the Employment Term from the amount then in effect, unless the Executive
otherwise agrees in writing. Participation in deferred compensation,
discretionary bonus, retirement and other employee benefit plans and in fringe
benefits, other than salary reduction programs in which the Executive elects to
participate, shall not reduce the salary payable to the Executive under this
Section 2. The salary under this Section 2 shall be payable to the Executive
not less frequently than monthly.
(c) In addition to the annual salary that is payable to the Executive
under this Agreement, the Executive will have the opportunity to earn an annual
bonus of up to $100,000, of which up to $50,000 shall be an annual discretionary
bonus in such amount as may be authorized, declared, and paid by the Boards and
up to $50,000 shall be payable upon the attainment of specific performance
measurements for the Corporation, based upon plan or budget, as shall be
established by the Boards annually. No other compensation provided for in this
Agreement shall be deemed a substitute for such bonuses when and as declared by
the Boards.
3. Business and Relocation Expenses.
--------------------------------
(a) During the Employment Term, the Employers shall reimburse the
Executive for reasonable and customary business expenses, including the
reasonable costs of business entertainment and travel, in accordance with the
policies of the Employers, in connection with the performance of his duties
hereunder, promptly upon periodic presentation by the Executive of an itemized
account of such expenses and reasonable substantiation, in accordance with the
Employers' policies concerning reimbursement of business expenses.
(b) During the Employment Term, the Bank shall pay or reimburse the
Executive for membership dues at a club located in the Binghamton, New York area
to be used for business entertainment by the Executive.
(c) The Employers shall pay or reimburse the Executive for an
aggregate amount not in excess of $50,000 consisting of: (1) the reasonable and
customary temporary living expenses paid or incurred by the Executive in the
Binghamton, New York metropolitan area during a period of up to three months
following the date of this Agreement; (2) the reasonable and customary expenses
that the Executive pays or incurs in relocating to the Binghamton, New York
metropolitan area from Manlius, New York, including reasonable and customary
personal transportation and moving expense for household goods; (3) the
reasonable and customary costs paid or incurred by the Executive in connection
with the sale of his personal residence in Manlius, New York, including
reasonable and customary sales commissions and closing costs; (4) the reasonable
and customary costs paid or incurred by the Executive in connection with the
purchase of his personal residence in the Binghamton, New York area and (5) an
additional "tax gross-up" amount such that, after payment by the Executive of
all taxes on the amounts payable under this Section 3(c) (including taxes
imposed on the tax gross-up payment), the net after-tax amount that the
Employers pay or reimburse the Executive for is equal to the expenses and costs
referred to in subsections (1) through (4) of this Section 3(c).
4. Participation in Retirement and Employee Benefit Plans; Fringe
--------------------------------------------------------------
Benefits; Stock Option.
----------------------
(a) During the Employment Term, the Executive shall be eligible to
participate in all incentive, bonus, management recognition, equity
compensation, retirement, deferred compensation, fringe benefit or welfare
benefit plans of the Employers that are applicable to executive employees of the
Employers generally, including plans providing for stock options, restricted
stock, employee stock purchases, pension or retirement income, retirement
savings, employee stock ownership, deferred compensation and medical,
prescription drug, dental, disability, employee life, group life, accidental
death and travel accident insurance that the Employers may adopt or maintain for
the benefit of executive employees of the Employers during the Employment Term,
in accordance with the terms of such plans.
(b) The Corporation shall enter into a written option agreement with
the Executive pursuant to which the Executive will have the right to purchase
100,000 shares of the Corporation's Common Stock, par value $.01 per share (the
"Stock"), pursuant to the Corporation's 1996 Long-Term Incentive and Capital
Accumulation Plan, as amended, and on substantially the terms and conditions
that are set out in the Option Term Sheet that is attached as an Exhibit to this
Agreement. The Corporation may grant additional options to the Executive in
accordance with the terms of the Corporation's 1996 Long-Term Incentive and
Capital Accumulation Plan.
5. Term. The term of employment under this Agreement shall commence on
----
the date of this Agreement and shall end on November 10, 2003, provided that the
Employers may extend the term of employment under this Agreement for one
additional year on any annual anniversary of the date of this Agreement, by
giving written notice of such extension to the Executive not less than 30 days
in advance of any such anniversary date. The initial term of employment and all
such renewed terms of employment under this Agreement are collectively referred
to herein as the "Employment Term".
6. Standards. The Executive shall perform his duties and responsibilities
---------
under this Agreement in accordance with such reasonable standards as may be
established from time to time by the Board and communicated
in writing to the Executive. The reasonableness of such standards shall be
measured against standards for executive performance generally prevailing in the
financial institutions industry.
7. Voluntary Absences; Vacations. The Executive shall be entitled,
-----------------------------
without loss of pay, to absent himself voluntarily for reasonable periods of
time from the performance of his duties and responsibilities under this
Agreement. All such voluntary absences shall count as paid vacation time,
unless the Board otherwise approves. The Executive shall be entitled to paid
vacation days totaling 20 business days per year. The timing of paid vacations
shall be scheduled in a reasonable manner by the Executive.
8. Termination of Employment.
-------------------------
(a) (i) Subject to the other provisions of this
Agreement, the Employers may terminate the Executive's employment at any time.
(ii) The Executive shall have no right to receive compensation
or other benefits for any period after he voluntarily terminates of his
employment without "Good Reason" (as defined below) or the Employers
involuntarily terminate his employment for "Cause" (as defined below).
(iii) The parties acknowledge and agree that damages that will
result to the Executive for involuntary termination without Cause or termination
by the Executive with "Good Reason" (as defined below) shall be extremely
difficult or impossible to establish or prove, and agree that, subject to
Section 11 of this Agreement, the Employers shall be obligated, following such
termination, to:
(A) except as provided in (B) below, continue to pay to
the Executive (subject to applicable payroll or other taxes required to be
withheld) compensation in accordance with Section 2(a) hereof for the remaining
term of this Agreement; or
(B) if such involuntary termination without Cause is
effected at the request or direction of an acquiring party in connection with a
"Change in Control" (as defined below), or if such involuntary termination
without Cause or termination by the Executive for Good Reason occurs during the
12-month period following a Change in Control, pay the Executive on or before
the last day of the Executive's employment with the Employers a lump sum cash
amount (subject to applicable payroll or other taxes required to be withheld)
equal to 2.99 times the average annual cash compensation paid by the Employers
to the Executive during the five calendar years (or such lesser period during
which the Executive was employed by the Employers) preceding the calendar year
in which the Change in Control occurs, such average amount to be determined in
accordance with the provisions of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code") and proposed or final regulations thereunder (but
disregarding any non-cash compensation paid to the Executive during such
period).
The amounts payable hereunder shall not be reduced by the Executive's
earnings from other employment or self-employment after termination of his
employment with the Employers. The Executive agrees that, except for such other
payments and benefits to which the Executive may be entitled as expressly
provided by the terms of this Agreement, the payments provided for under this
Section 8(a)(iii) shall constitute liquidated damages and shall be in complete
satisfaction of the Employers' obligations under this Agreement.
(iv) In addition to the liquidated damages above described that are
payable to the Executive, subject to Section 11 of this Agreement, in the event
of any such termination without Cause or termination with Good Reason, during
the period in which payments are required to be made under Section 8(a)(iii)(A)
above, or for three years in the case of a termination described in Section
8(a)(iii)(B) above, or such longer period as may be provided by the terms of the
appropriate plan, the Employers shall continue in effect all medical,
prescription drug, dental, disability, employee life, group life and accidental
death insurance and other employee welfare plans for the benefit of the
Executive and, if applicable, the Executive's family, which would have been
provided to them in accordance with Section 4 of this Agreement if the
Executive's employment had not been terminated; provided, however, that if the
Executive is eligible to receive medical, prescription drug or dental
benefits under an employee benefits plan sponsored by a subsequent employer, the
medical prescription drug and dental benefits described herein shall be
secondary to those provided under such other plan during such applicable period
of eligibility.
(v) Subject to Section 11 of this Agreement, in the event of any such
termination without Cause or termination with Good Reason, if upon the date of
termination of the Executive's employment the Executive holds any options with
respect to stock of Corporation, all such options will immediately become
exercisable upon such date and will be exercisable for not less than three
months thereafter. To the extent such acceleration of vesting or exercisability
of such options is not permissible under the terms of any plan pursuant to which
the options were granted, Employers will pay to Executive, in a lump sum, within
three month after termination of employment, an amount equal to the excess, if
any, of the aggregate fair market value of all stock of Corporation subject to
such options, determined on the date of termination of employment, over the
aggregate option price of such stock, and Executive will surrender all such
options unexercised. For the purposes of this Agreement, in the event that such
stock is listed on an established national or regional stock exchange, is
admitted to quotation on the Nasdaq Stock Market, or is publicly traded in an
established securities market, in determining the fair market value of the
stock, Employers shall use the average of the closing prices of such stock on
such exchange or in such market (the highest such closing price if there is more
than one such exchange or market) on the five trading dates immediately before
the date of termination (or, if there is no such closing price, then the Board
shall use the mean between the highest bid and lowest asked prices or between
the high and low prices on such date), or, if no sale of the Stock has been made
on one or more of such dates, on the next preceding day on which any such sale
shall have been made.
(vi) For purposes of this Agreement:
"Cause" shall mean the Executive's personal dishonesty, willful
misconduct, breach of fiduciary duty involving personal profit, willful failure
to perform stated duties, willful violation of any law, rule, or regulation
(other than traffic violations or similar offenses) or final cease-and-desist
order of the Federal Deposit Insurance Corporation ("FDIC") or a material breach
of any provisions of this Agreement. For purposes of this paragraph, no act, or
failure to act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith and without reasonable
belief that his action or omission was in the best interest of the Employers;
provided that any act or omission to act on the Executive's behalf in reliance
upon an opinion of counsel satisfactory to the Employers shall not be deemed to
be willful.
"Good Reason" shall mean:
(1) the assignment to the Executive by the Employers of duties
materially inconsistent with the Executive's position, duties, responsibilities,
and status as President and Chief Executive Officer of the Employers, a material
adverse change in the Executive's titles or offices, any removal of the
Executive from or any failure to reelect the Executive to any of such officer
positions, except in connection with the termination of his employment for
Cause, or any action that would have a material adverse effect on the physical
conditions in which or location at which the Executive performs his employment
duties;
(2) a reduction by the Employers in the Executive's salary under
Section 2(a) without the Executive's consent; or
(3) any other action or inaction that constitutes a material
breach by the Employers or either of them of this Agreement.
"Change in Control" shall mean a change of control of the Corporation
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"), or such item thereof which may hereafter
pertain to the same subject; provided that, and notwithstanding the foregoing, a
Change in Control shall be deemed to have occurred if (i) any "person" (as that
term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes
the beneficial owner, directly or indirectly, of securities of Corporation
representing 25% or more of the
combined voting power of Corporation's then outstanding securities unless,
immediately after such transaction, persons who were stockholders of the
Corporation immediately before such transaction own at least 75% of the capital
stock or other equity interests of such person, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Boards cease for any reason to constitute at least a majority thereof unless
the election of each Director, who was not a Director at the beginning of such
period, was approved by a vote of at least two-thirds of the Directors then
still in office who were Directors at the beginning of the period, (iii)
Corporation shall cease to be a publicly owned corporation, or (iv) any merger
or consolidation of Corporation with or into another entity shall occur as a
result of which the stockholders of Corporation do not retain or acquire 75% or
more of the capital stock of the resulting entity.
(b) The Executive shall have no right to terminate his employment
under this Agreement before the end of the Employment Term, unless (i) such
termination is approved by the Boards or (ii) such termination is with "Good
Reason" as defined above.
(c) During the Employment Term and following termination of the
Executive's employment with the Employers, the Employers shall be entitled, in
addition to their other legal remedies, to enjoin the employment of the
Executive with any significant competitor of the Employers (or either of them)
for a period of one year or the then remaining Employment Term plus six months,
whichever is less. The term "significant competitor" shall mean any commercial
bank, savings bank, savings and loan association, mortgage banking company or a
holding company affiliate of any of the foregoing which, at the date of its
employment of the Executive, has an office out of which the Executive would be
primarily based that is located within 100 miles of the Bank's office located at
00-00 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx. If any court or other tribunal
having jurisdiction to determine the validity or enforceability of this
paragraph determines that, strictly applied, it would be invalid or
unenforceable, the definition of "significant competitor" and the time
provisions used shall be deemed modified to the extent necessary (but only to
that extent) so that the restrictions in that subsection, as modified, will be
valid and enforceable.
(d) In the event the employment of the Executive is terminated by the
Employers without Cause or by the Executive for Good Reason under Section 8(a)
hereof and the Employers fail to make timely payment of the amounts then owed to
the Executive under this Agreement, the Executive shall be entitled to
reimbursement for all reasonable costs, including attorneys' fees, incurred by
the Executive in taking action to collect such amounts or otherwise to enforce
this Agreement, plus interest on such amounts at the rate of one percent above
the prime rate (defined as the base rate on corporate loans at large U.S. money
center commercial banks as published by The Wall Street Journal), compounded
monthly, for the period from the date of employment termination until payment is
made to the Executive. Such reimbursement and interest shall be in addition to
all amounts to which the Executive is otherwise entitled to under this
Agreement.
(e) In the event of the Executive's death during the Employment Term,
his estate shall be entitled to receive any unpaid salary or other compensation
owing to the Executive. This Agreement shall thereupon terminate, except that
any vested rights of the Executive shall then be exercised by his estate.
(f) In the event the Executive becomes disabled during the Employment
Term under circumstances that would entitle him to benefits under the Employers'
long-term disability plan and, as a result of such disability, he is unable to
perform his duties hereunder for an uninterrupted period of more than six
months, the Employers may terminate the Executive's employment without liability
under Section 8(a) hereof and this Agreement shall thereupon terminate. Any
such termination shall not affect the Executive's rights to benefits pursuant to
any applicable long-term disability plan of the Employers.
(g) Notwithstanding any other provision of this Agreement to the
contrary, Executive shall not be entitled to any payment or benefit under this
Agreement (including, without limitation, pursuant to the provisions of Section
8(a) hereof), that, in the reasonable opinion of the independent certified
public accountants of the Employers, would prevent any transaction entered into
or to be entered into by the Corporation or the Bank from qualifying as a
"pooling of interests" for accounting purposes.
(h) Notwithstanding any other provision in this Agreement, (i) the
Employers may terminate or suspend this Agreement and the employment of the
Executive hereunder, as if such termination were for Cause under Section 8(a)
hereof, to the extent required by the applicable laws of the State of New York
related to banking, by applicable federal law relating to deposit insurance or
bank holding companies or by regulations or orders issued by the New York State
Banking Department, the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation or other state or federal banking
regulatory agency having jurisdiction over the Corporation or the Bank and (ii)
no payment shall be required to be made to or for the benefit of the Executive
under this Agreement to the extent such payment is prohibited by applicable law,
regulation or order issued by a banking agency or a court of competent
jurisdiction; provided, that it shall be the Employers' burden to prove that any
such action was so required.
10. Confidential Information.
------------------------
(a) The Executive acknowledges that the information, observations and
data obtained by the Executive concerning the business and affairs of the
Employers during the course of the Executive's employment are the property of
the Employers, including information concerning acquisition opportunities in or
reasonably related to the business or industry of the Employers of which the
Executive becomes aware during such period. Therefore, the Executive agrees
that he will not at any time (whether during or after the Employment Term)
disclose to any unauthorized person or, directly or indirectly, use for the
Executive's own account, any of such information, observations or data without
the consent of the Boards, unless and to the extent that the aforementioned
matters become generally known to and available for use by the public other than
as a direct or indirect result of the Executive's unauthorized acts or omissions
to act or the unauthorized acts or omissions to act of other employees of the
Employers. The Executive agrees to deliver to the Bank at the termination of
the Executive's employment, or at any other time the Bank may request in writing
(whether during or after the Employment Term), all memoranda, notes, plans,
records, reports and other documents, regardless of the format or media (and
copies thereof), relating to the business of the Employers and their
predecessors (including, without limitation, all acquisition prospects, lists
and contact information) which the Executive may then possess or have under the
Executive's control.
(b) The Executive acknowledges that the restrictions contained in this
Section 10 hereof are reasonable and necessary, in view of the nature of the
Employers' business, in order to protect the legitimate interests of the
Employers, and that any violation thereof would result in irreparable injury to
the Employers. Therefore, the Executive agrees that in the event of a breach or
threatened breach by the Executive of the provisions of Section 10(a) hereof,
the Employers shall be entitled to obtain from any court of competent
jurisdiction, preliminary or permanent injunctive relief restraining the
Executive from disclosing or using any such confidential information. Nothing
herein shall be construed as prohibiting the Employers from pursuing any other
remedies available to them for such breach or threatened breach, including,
without limitation, recovery of damages from the Executive.
11. Parachute Payment Limitations.
-----------------------------
(a) Notwithstanding any other provision of this Agreement or of
any other agreement, contract or understanding heretofore or hereafter entered
into by the Executive with the Corporation or the Bank or any subsidiary or
affiliate thereof, except an agreement, contract or understanding hereafter
entered into that expressly modifies or excludes application of this Section 11
(the "Other Agreements"), and notwithstanding any formal or informal plan or
other arrangement heretofore or hereafter adopted by the Corporation or the Bank
(or any subsidiary or affiliate thereof) for the direct or indirect compensation
of the Executive (including groups or classes of participants or beneficiaries
of which the Executive is a member), whether or not such compensation is
deferred, is in cash, or is in the form of a benefit to or for the Executive (a
"Benefit Plan"), if the Executive is a "disqualified individual" (as defined in
Section 280G of the Code, the Executive shall not have any right to receive any
payment or benefit under this Agreement, any Other Agreement or any Benefit Plan
(i) to the extent that such payment or benefit, taking into account all other
rights, payments or benefits to or for the Executive under this Agreement, all
Other Agreements and all Benefit Plans, would cause any payment or benefit to
the Executive under this Agreement, any Other Agreement or any Benefit Plan to
be considered a "parachute payment" within the meaning of Section 280G(b)(2) of
the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of
---
receiving a Parachute Payment, the aggregate after-tax amount received by the
Executive under this Agreement, all Other Agreements and all Benefit Plans would
be less than the maximum after-tax amount that could be received by the
Executive without causing any such payment or benefit to be considered a
Parachute Payment. In the event that the receipt of any such payment or benefit
under this Agreement, any Other Agreement or any Benefit Plan would cause the
Executive to be considered to have received a Parachute Payment that would have
the adverse after-tax effect described in clause (ii) of the preceding sentence,
then the Executive shall have the right, in the Executive's sole discretion, to
designate those rights, payments or benefits under this Agreement, any Other
Agreement and any Benefit Plan that should be reduced or eliminated so as to
avoid having the payment or benefit to the Executive under this Agreement be
deemed to be a Parachute Payment.
(b) All determinations required to be made under this Section 11,
including whether and when a reduction described in Section 11(a) is required
and the amount of such reduction and the assumptions to be utilized in arriving
at such determination, shall be made by PricewaterhouseCoopers LLP or such other
certified public accounting firm reasonably acceptable to the Employers as may
be designated in writing by the Executive (the "Accounting Firm") which shall
provide detailed supporting calculations both to the Employers and the Executive
as requested by the Employers. In the event that the Accounting Firm is serving
as accountant or auditor for the individual, entity or group effecting the
Change of Control, the Executive shall appoint another nationally recognized
accounting firm reasonably acceptable to the Employers to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Employers. Any determination by the
Accounting Firm shall be binding upon the Employers and the Executive.
12. Miscellaneous.
-------------
(a) No Assignment. This Agreement is personal to each of the parties
-------------
hereto. No party may assign or delegate any of his or its rights or obligations
hereunder without first obtaining the written consent of the other party hereto.
However, in the event of the death of the Executive, all of his rights to
receive payments hereunder shall become rights of his estate as provided in
Section 8(e) hereof.
(b) Other Contracts. The Executive shall not, during the Employment
---------------
Term, have any other paid employment other than with a subsidiary or affiliate
of the Employers, except with the prior written approval of the Boards.
(c) Amendments or Additions; Action by Boards. No amendments or
-----------------------------------------
additions to this Agreement shall be binding unless in writing and signed by all
parties hereto. The prior approval by the Boards shall be required in order for
the Employers to authorize any amendments or additions to this Agreement or to
give any consents or waivers of provisions of this Agreement, or to terminate
the Executive's employment with or without Cause under Section 8(a) hereof.
(d) Section Headings. The section headings used in this Agreement are
----------------
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.
(e) Severability. The provisions of this Agreement shall be deemed
------------
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
(f) Governing Law. This Agreement shall be governed by the laws of
-------------
the United States, where applicable, and otherwise by the laws of the State of
New York other than the choice of law rules thereof to the extent such rules
would require that the laws of another jurisdiction apply.
(g) Notice. For the purposes of this Agreement, notices and all other
------
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed, if to the
Employers:
BSB BANCORP, INC.
00-00 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Attention: Chairman of the Board of Directors
or if to the Executive: Xxxxxx X. Xxxxx
0000 Xxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.
(h) Counterparts. This Agreement may be executed in several
------------
counterparts, for the convenience of the parties, but shall constitute one and
the same instrument.
(i) Express Agreement of Successor Required. The Employers will
---------------------------------------
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of the Corporation or the Bank to expressly agree to honor this Agreement
without modification and to perform the respective obligations of the Employers
hereunder.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement,
or caused this Agreement to be duly executed on their behalf, as of the date and
year first above written.
Attest: BSB BANK & TRUST COMPANY
/s Xxxxx X. Xxxxxxxxx By /s/ Xxxxxx X. Xxxxx
---------------------------- -------------------------
Xxxxx X. Xxxxxxxxx
Attest: BSB BANCORP, INC.
/s Xxxxx X. Xxxxxxxxx By /s/ Xxxxxx X. Xxxxx
---------------------------- -------------------------
Xxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx
Executive
OPTION TERM SHEET
. 100,000 shares of Stock, with an exercise price of $14.50 [100% of closing
price on the grant date] per share, pursuant to the Corporation's 1996 Long-
Term Incentive and Capital Accumulation Plan (the "Plan").
. Vested and exercisable as to 40% of the shares of Stock covered by the option
as of the date of grant and as to an additional 30% of such shares on the
first and second anniversaries of the date of grant, provided that the
Executive continues to be employed by the Employers as of each such vesting
date
. Fully vested in the event of a Change in Control if the Executive's
employment is terminated by the Employers without Cause or by the Executive
for Good Reason
. Fully vested in the event of termination of employment because of death or
Disability (as defined in the Plan)
. Term 10 years, unless earlier terminated under the Plan or because of
termination of the Executive's employment
. Options terminate three months after termination of the Executive's
employment (12 months in the event of death or Disability)
. To the extent possible, will constitute incentive stock options for federal
income tax purposes (subject to a $100,000 annual limitation, based on
exercise price of options becoming vested in a calendar year). The remainder
will be nonqualified options, taxable when the Executive exercises the
options
. Nontransferable and exercisable only by the Executive, except in the event of
the Executive's death
. Limitations on exercise and other terms as set out in the Plan
