EMPLOYMENT AGREEMENT
BETWEEN
SOMERSET HILLS BANCORP
AND
XXXX X. XXXXXXXXXX
THIS AGREEMENT, by and between Somerset Hills Bancorp, a New Jersey
corporation, having its principal office located at 000 Xxxxxxxxxx Xxxx,
Xxxxxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter referred to as the "Employer"), and
Xxxx X. Xxxxxxxxxx, residing at 00 Xxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxx Xxxxxx 00000
(hereinafter referred to as the "Employee").
RECITALS
WHEREAS, the Employer and the Employee have agreed upon the terms and
conditions by which the Employee will be employed; and
WHEREAS, the Employee represents to his knowledge, that he is not
restricted from accepting employment with the Employer by any agreement,
judgment or for any other reason; and
WHEREAS, the Employer and the Employee have agreed to formalize the terms
and conditions of the Employee's employment with the Employer.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
the Employer and the Employee do hereby agree as follows:
I. TERM OF EMPLOYMENT AND DUTIES
1.1 The Employee shall serve as Director of the Employer, as well as
Director and President of its wholly-owned subsidiary, The Bank of the Somerset
Hills (the "Bank"), and Employee hereby accepts said employment and agrees to
render such services to the Employer beginning May 15, 2001, on the terms and
conditions set forth in this Agreement. Employee is currently a member of the
Board of Directors of both the Employer and the Bank. The initial term of
employment under this Agreement shall commence on March 19, 2001 (the
"Commencement Date"), and shall terminate two (2) years from the Commencement
Date (the "Initial Employment Period"). Unless either party gives six (6) months
prior written notice of nonrenewal (a "Notice of Nonrenewal"), this Agreement
shall automatically be
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extended for an additional one (1) year period, and, for one (1) year periods
thereafter (collectively the "Renewal Period(s)"). Notices shall be sent by
Certified Mail, Return Receipt Requested as follows:
To the Employer
Somerset Hills Bancorp
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Attn: Board of Directors
To the Employee
Xxxx X. Xxxxxxxxxx
00 Xxxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
During the term of this Agreement the annual compensation of Employee shall
be no less than the base salary ("Base Salary") for the immediately preceding 12
months. (The Employees' Base Salary, together with any cash bonus which may be
awarded to Employee, hereafter called "Total Compensation"). References herein
to the term of this Agreement shall refer both to the Initial Employment Period
and any Renewal Periods.
If proper Notice of Nonrenewal is sent effective at the end of the Initial
Term or any Renewal Period, this Agreement shall terminate at the end of the
then current term without any liability of the parties hereto to the other
except for performance of their respective obligations under this Agreement and
other obligations owed arising out of the employment relationship which may be
imposed and/or required by applicable law.
1.2 During the term of this Agreement, the Employee shall perform such
executive services for the Employer that are consistent with his titles as may
from time to time be assigned to him by the Employer's Chief Executive Officer
and, in his absence, the Board of Directors.
1.3 During the term of this Agreement, Employee shall not be engaged in
gainful employment for any other employer and shall devote his full time,
energy, skill and attention to the performance of his duties and
responsibilities and shall perform them diligently, loyally and competently.
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II. COMPETITIVE ACTIVITIES
2.1 Employee agrees that during the term of his employment hereunder,
except with the express written consent of the Board of Directors of the
Employer, he will not, directly or indirectly, engage in or make any financial
investment in any firm, corporation, business entity or business enterprise
competitive with or to any business of the Employer; provided, however, that
Employee shall not thereby be precluded or prohibited from owning passive
investments, including investments in the securities of other financial
institutions of not more than five percent (5% ) of its outstanding capital
stock, so long as such ownership does not require him to devote substantial time
to management or control of the business or activities in which he has invested.
2.2 Restrictive Covenants.
1. Non-Solicitation of Customers. During the term of this Agreement
and for a period of one (1) year from the date of termination, Employee shall
not actively solicit or induce any person, corporation, or other entity that is
a customer of Employer or Bank to become a customer of any other person, firm,
corporation, or other entity which directly or indirectly competes with Employer
or Bank, or approach any such person, entity, firm, corporation, or other entity
for such purpose or authorize or knowingly approve the taking of such actions by
other persons, without the prior written consent of Employer. This shall not be
deemed to prohibit (i) responding to requests for service initiated by customers
of Employer, (ii) solicitation of the public at large through television, radio,
newspapers, magazines, newsletters or Internet home pages, or (iii)
resolicitation by the competitor of persons, firms, corporations or other
entities who were customers of both Employer and the competitor on the date
hereof for those services provided to the customer by the competitor on the date
hereof.
2. Non-Solicitation of Employees. During the term of this Agreement
and for a period of one (1)
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year from the date of termination, Employee shall not solicit or induce any
person who is an employee of Employer or Bank or was such at any time within
three months prior to the date hereof to become employed by any other person,
entity, firm or corporation or approach any such employee for such purpose or
authorize or knowingly approve the taking of such actions by other persons,
without the prior written consent of Employer.
3. Non-Disclosure of Proprietary Information. Employee acknowledges
that during the course of Employee's employment with Employer, Employee
received, obtained or became aware of or had access to proprietary information,
lists and records of customers and trade secrets which are the property of
Employer and which are not known by competitors or generally by the public
("Proprietary Information") and recognizes such Proprietary Information to be
valuable and unique assets of Employer. For purposes of this subparagraph: (i)
Proprietary Information is deemed to include, without limitation, (A) marketing
materials, marketing manuals, policy manuals, procedure manuals, policy and
procedure manuals, operating manuals and procedures and product documentation,
(B) all information about pricing, products, procedures, practices, business
methods, systems, plans, strategies or personnel of Employer, (C) circumstances
surrounding the relationships with knowledge of, or information about the
customers, clients and accounts of Employer, including, but not limited to, the
identity of current active customers or prospects who have been contacted by
Employer, the expiration dates and other terms of loans or deposit or other
banking relationships, details or special product provisions or special
combinations of products, or special prices, and (D) all other information about
Employer which has not been disclosed in documents filed with the U.S.
Securities and Exchange Commission or otherwise publicly disseminated by
Employer, whether or not that information is recorded and notwithstanding the
method
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of recordation, if any; and (ii) Proprietary Information is deemed to exclude
all information legally in the public domain. Employee agrees to hold the
Proprietary Information in the strictest confidence and agrees not to use or
disclose any Proprietary Information, directly or indirectly, at any time for
any purpose, without the prior written consent of Employer or to use for
Employee's benefit or the benefit of any person, firm, corporation or other
entity (other than Employer) any Proprietary Information, and to use Employee's
best efforts to prevent such prohibited use or disclosure by any other persons.
Employee has returned all Proprietary Information in Employee's possession or
control of Employee.
4. Remedies. Employee hereby acknowledges that Employee's duties and
responsibilities under this Paragraph 2.2 are unique and extraordinary and that
irreparable injury may result to Employee in the event of a breach of the terms
and conditions of this Paragraph 2.2, which may be difficult to ascertain, and
that the award of damages would not be adequate relief to Employer. Employee
therefore agrees that in the event of Employee's breach of any of the terms or
conditions of this Paragraph 2.2, Employer shall have the right to such
equitable relief as may be appropriate under the circumstances, in addition to
any other remedies to which the Employer may be entitled at law.
III. COMPENSATION AND OTHER BENEFITS
3.1 Compensation. For the first year of the Initial Employment Period,
("IEP"), Employer shall pay Employee a Base Salary of $130,000 per year and be
eligible for a cash bonus in an amount to be decided by the Employer, payable,
if at all, no later than the last day of the first year of the IEP. Both Base
Salary, as well as any cash bonus for each subsequent year of the IEP and the
Renewal Periods shall be as determined by the Board of Directors of the Employer
but Base Salary shall always be in an amount equal to or greater than the amount
paid as Base Salary during the previous year increased (but
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not decreased) by a percentage equal to the percentage increase in the Consumer
Price Index for all urban consumers for Xxx Xxxx, Xxx Xxxx, Xxxxxxxxxxxx Xxx
Xxxxxx (0000-00 = 100), as issued by the Bureau of Labor Statistics of the U.S.
Department of Labor ("CPI"), from the first day of the immediately preceding
twelve months of employment to the first day of the then current term. The Base
Salary shall be payable in equal weekly installments or in such other
installments as may be agreed upon by the Employer and Employee.
3.2 Life Insurance. Employer shall maintain at its sole expense one or more
life insurance policies on Employee's life with a face value totaling two (2)
times Employee's Base Salary for the most recently completed year of employment,
with the beneficiary or beneficiaries to be selected by Employee.
3.3 401(K) Plan. Employee is eligible for full participation in Employer's
401(K) Plan in accordance with the terms of such plan and, if permitted under
such plan, Employer will waive any waiting periods for participation.
IV. PARTICIPATION IN RETIREMENT AND MEDICAL PLANS; FRINGE BENEFITS,
VACATIONS
4.1 The Employee shall be entitled to participate in all plans and benefit
programs of the Employer in effect for its executive personnel from time to
time, including, but not limited to pension, profit-sharing, or other retirement
benefits and life, medical, dental and disability insurance and hospitalization
or reimbursement plans, or other plans that the Employer may hereafter adopt for
the benefit of their employees. The foregoing notwithstanding, Employee's
severance benefits shall be limited solely to those severance benefits expressly
provided for in this Agreement.
4.2 Employee shall be entitled to five (5) weeks' vacation each year, three
floating holidays plus reasonable sick days.
4.3 (a) If the Employee shall become disabled or incapacitated to the
extent that he is unable to perform any of his material duties, he shall
nevertheless continue to receive the following
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percentages of his Base Salary, in addition to any benefits which may be in
effect for employees of the Employer under Section 4.1 of this Agreement, for
the following periods of his disability: 100% for the first 6 months, 60% for
the next 6 months, and 50% thereafter for the remaining portion of the current
employment term (Employee may also purchase increased benefits at his own
expense). Upon returning to active duty, the Employee's full Base Salary as set
forth in this Agreement shall be reinstated. In the event that said Employee
returns to active employment on other than a full-time basis, then his Base
Salary (as set forth in Section 3.1 of this Agreement) shall be reduced in
proportion to the time spent in said employment.
4.3 (b) There shall be deducted from the amounts paid to Employee hereunder
during any period of disability, as described in Section 4.3(a) hereof, any
amounts actually paid to Employee pursuant to any disability insurance or other
similar such program which the Employer has instituted or may institute on
behalf of their employees for the purpose of compensating Employee in the event
of disability, including workmen's compensation benefits and social security
disability benefits and for which the Employer has paid. Employee shall have the
duty to apply for such benefits and shall provide to the Employer the right to
set off from any amounts so received the amount of payments made hereunder.
4.3 (c) For purposes of this Agreement, Employee shall be deemed disabled
or incapacitated if the Employee, due to physical or mental illness, shall have
been absent from his duties with the Employer on a full-time basis for six
consecutive months during which time Employee will be paid in full; provided,
that if Employee shall not agree with a determination to terminate him because
of disability or incapacity, the question of the Employee's ability shall be
submitted to an impartial and reputable physician selected by the parties hereto
and such physician's determination on the question of disability or incapacity
shall be binding.
4.4 If Employee's employment hereunder is terminated by reason of his
death, then:
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(a) The Employer will pay Employee's beneficiary or beneficiaries, or
his estate, as the case may be, the Employee's Base Salary for a period equal to
the longer of (a) 60 days or (b) the end of the calendar quarter in which the
death occurs.
(b) The Employer will cause to be continued, at the Employer's expense,
medical and dental insurance, hospitalization and reimbursement plans, and other
health plans adopted by the Employer for the benefit of its Employees from time
to time, substantially identical to the coverage maintained by the Employee, for
the members of Employee's immediate family. This coverage will cease twelve (12)
months from the date of death.
(c) Employee's beneficiary or beneficiaries, or his estate, as the case
may be, will have a period of up to twelve (12) months (or such longer period as
may be specified in any program or applicable option agreement) from the date of
death within which to exercise any outstanding options Employee held at the time
of his death for the purchase of any securities of the Employer, all of which
options will become fully vested and exercisable by said beneficiary,
beneficiaries or estate on the date of his death. Such options will expire at
the end of the twelve (12) month period (or such longer period as may be
specified in any program or applicable option agreement).
V. ADDITIONAL COMPENSATION AND BENEFITS
5.1 During the term of the Agreement, Employee will be entitled to
participate in and receive the benefits of any stock option, profit sharing, or
other plans, benefits and privileges given to employees and executives of the
Employer or their subsidiaries and affiliates which may come into existence
hereafter, to the extent commensurate with his then duties and responsibilities,
as fixed by the Board of Directors of the Employer or any Committee of such
Board or of the Employer selected for such purpose; and, to the extent Employee
is otherwise eligible and-qualifies, to so participate in and receive such
benefits or privileges. The Employer shall not make any changes in such plans,
benefits or privileges which would adversely affect Employee's rights or
benefits thereunder, unless such change occurs
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pursuant to a program applicable to all executive officers (Senior Vice
President or above) of the Employer and does not result in a proportionately
greater adverse change in the rights of or benefits to Employee as compared with
any other executive officer of the Employer. Nothing paid to Employee under any
plan or arrangement presently in effect or made available in the future shall be
deemed to be in lieu of Total Compensation payable to Employee pursuant to
Section 3.1 hereof.
VI. EXPENSES
6.1 Employer shall at its sole expense provide Employee with an appropriate
automobile allowance. Employer shall reimburse the Employee or otherwise provide
for or pay for all reasonable expenses incurred by Employee in furtherance or in
connection with the business of the Employer including, but not by way of
limitation, traveling expenses, and all reasonable entertainment expenses
(whether incurred at the Employee's residence, while traveling, or otherwise)
subject to such reasonable limitations as may be established by the Board of
Directors of the Employer. If such expenses are paid in the first instance by
Employee, Employer will reimburse the Employee therefor. The Employee shall be
entitled to receive reimbursement for such expenses incurred by him in
connection with the performance of his duties herein within fifteen (15) days
after delivery by him of an itemized statement.
VII. TERMINATION
7.1 The Employer shall have the right, at any time upon prior written
Notice of Termination satisfying the requirements of Section 7.6(c) hereunder,
to terminate Employee's employment hereunder, for just cause. For the purpose of
this Agreement, "termination for just cause" shall mean termination for willful
misconduct, breach of fiduciary duty to the Employer or the Bank involving
personal profit, conviction of a felony, or willful violation of any material
law, rule or regulation (other than traffic violations or similar offenses),
removal of the Employee from office and/or permanent prohibition of Employee
from participating in the conduct of the Employer's affairs by an order issued
by the FRB or by the Department, willful violation of a final cease-and-desist
order, willful or intentional breach by
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Employee of his duties hereunder, or persistent negligence or misconduct in the
performance of such duties, all of which conduct must be significantly and
demonstrably injurious to the Employer. For purposes of this paragraph, no act
or failure to act on Employee'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 Employer; provided,
however, that any act or omission to act on the Employee's part in reliance upon
an opinion of counsel to the Employer or counsel to the Employee shall not be
deemed to be willful. Employee shall not be deemed to have been terminated for
just cause unless and until there shall have been delivered to him a copy of a
certification by a majority of the non-officer members of the Board of Directors
of Employer finding that, in the good faith opinion of such majority, Employee
was guilty of conduct which was deemed to be just cause and specifying the
particulars thereof in detail, after reasonable notice to Employee and an
opportunity for him, together with counsel to Employee, to be heard before such
majority and to cure any such breach or failure to the reasonable satisfaction
of the Employer.
7.2 In the event employment is terminated for just cause pursuant to
Section 7.1 hereof, Employee shall have no right to compensation or other
benefits for any period after such date of termination. If Employee is
terminated by the Employer other than for just cause pursuant to Section 7.1
hereof and prior to a change in control of the Employer as defined in Section
7.6(b) hereof, Employee's right to compensation and other benefits under this
Agreement shall be as set forth in Sections 7.7(a) and (c) hereof. If Employee
is terminated by the Employer other than for just cause pursuant to Section 7.1
hereof or Employee's employment is terminated by death, and after a change in
control of the Employer as defined in Section 7.6(b) hereof, Employee's right to
compensation and other benefits under this Agreement shall be as set forth in
Sections 7.7(b) and (c) hereof.
7.3 Employee shall have the right, upon prior written Notice of Termination
of not less than thirty (30) days satisfying the requirements of Section 7.6(c)
hereof, to terminate his employment
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hereunder, but in such event, Employee shall have no right after the date of
termination to compensation or other benefits as provided in this Agreement,
unless such termination is for Good Reason, as defined pursuant to Section
7.6(a) hereof. If Employee provides a Notice of Termination for Good Reason, as
defined, the date of termination shall be the date on which a Notice of
Termination is given.
7.4 If Employee is suspended from office and/or temporarily prohibited from
participating in the conduct of the Employer's affairs pursuant to notice served
by the Federal Reserve Board ("FRB") or by the Department of Banking and
Insurance of the State of New Jersey ("Department"), the Employer's obligations
under this Agreement shall be suspended as of the date of service, unless stayed
by appropriate proceedings. Total Compensation and benefits, however, shall
continue to be paid to Employee unless FRB or Department cites personal conduct
of Employee which would permit termination for just cause. If the charges in the
notice are dismissed, and/or the notice from FRB or Department is rescinded,
Employer shall: (i) pay Employee all of the benefits withheld while contract
obligations were suspended and (ii) reinstate any of its obligations which were
suspended.
7.5 In the event that Employee is terminated in a manner which violates the
provisions of Section 7.1, as determined by a court of competent jurisdiction,
Employee shall be entitled to reimbursement for all reasonable costs, including
attorneys' fees, incurred by Employee in challenging such termination. Such
reimbursement shall be in addition to all rights to which Employee is otherwise
entitled under this Agreement.
7.6 (a) Employee may terminate his employment hereunder for Good Reason.
For purposes of this Agreement, "Good Reason" shall mean (A) a proven failure by
Employer to comply with any material provision of this Agreement, which failure
has not been cured within ten (10) days after a notice of such noncompliance has
been given by Employee to the Employer, or without Employee's express written
consent, the assignment to Employee of any duties inconsistent with Employee's
positions, duties, responsibilities and status with the Employer; (B) subsequent
to a change in control of
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the Employer as defined in Section 7.6(b) hereof and without Employee's express
written consent, the assignment to Employee of any duties inconsistent with
Employee's positions, duties, responsibilities and status with the Employer
immediately prior to a change in control of the Employer, or a change in
Employee's reporting responsibilities, titles or offices as in effect
immediately prior to a change in control of the Employer, any removal of
Employee from, or any failure to re-elect Employee to, any of the positions held
by Employee, except in connection with a termination of employment for just
cause, disability, death or retirement or pursuant to Section 7.1 hereof, a
reduction by the Employer in Employee's Total Compensation as in effect
immediately prior to a change in control or as the same may be increased from
time to time, or the requirement that Employee be relocated to an office which
is more than 25 miles from the current principal executive office of the
Employer, or the failure of the Employer to continue in effect any bonus,
benefit or compensation plan, life insurance plan, health and accident plan or
disability plan in which Employee is participating at the time of a change in
control of the Employer, or the taking of any action by the Employer which would
adversely affect Employee's participation in or materially reduce Employee
benefits under any of such plans unless specifically agreed by Employee in
writing; (C) subsequent to a Change in Control, service on the Employee by the
Employer of a Notice of Nonrenewal pursuant to Section 1.1; or (D) any purported
termination of Employee's employment which is not effected pursuant to a Notice
of Termination satisfying the requirements of paragraph (c) hereof (and for
purposes of this Agreement, no such purported termination shall be effective).
(b) For purposes of this Agreement, a "Change in Control" of the
Employer shall be deemed to occur (i) upon a Change in Control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A or Item 1a of Form 8-K promulgated under the Securities Exchange
Act of 1934 ("Exchange Act"); or (ii) if any "person" (including as such term is
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act, but excluding the
Employer and its
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subsidiaries or an employee benefit plan of the Employer (or any fiduciary
thereof) or a corporation controlled by the Employer's shareholders in
substantially the same character and proportions as their ownership of stock of
the Employer, or an underwriter temporarily holding securities pursuant to an
offering of such securities) is or becomes the beneficial owner, directly or
indirectly, of securities of the Employer representing twenty-five percent (25%)
or more of the combined voting power of the Employer's outstanding securities
then entitled to vote for the election of directors; or (iii) if during any
period of two (2) consecutive years, individuals who at the beginning of such
period constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof (excluding, for purposes of this
calculation, any director who dies during such period); provided, however, if
the election or appointment of any new director was approved by the Incumbent
Board, such new director shall constitute a member of the Incumbent Board; or
(iv) if the Employer shall meet the delisting criteria of any exchange on which
its shares are or become listed, or any successor exchange in respect of the
number of publicly-held shares or the number of shareholders holding one hundred
(100) shares or more; (v) if the Board shall approve 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), (ii), (iii) or (iv) above or
that the shareholders of the Employer receive or retain stock having less than
51% combined voting power of the company resulting from such transaction in
substantially the same proportions as their prior ownership of the Employer.
(c) Any termination of Employee's employment by the Employer or by
Employee shall be communicated by written Notice of Termination to the other
party hereto. For purposes of this Agreement, a "Notice of Termination" shall
mean a dated notice which shall (i) indicate the specific termination provision
in this Agreement relied upon; (ii) set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Employee's
employment under the provision so indicated (if applicable); (iii) specify a
date of termination, which shall be not less than thirty (30) nor
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more than ninety (90) days after such Notice of Termination is given, except in
the case of the Employer's termination of Employee's employment for just cause
pursuant to Section 7.1 hereof, in which case the Notice of Termination may
specify a date of termination as of the date such Notice of Termination is
given, or, in the case of Employee's termination of his employment pursuant to
Section 7.3, in which case the date of termination shall be thirty (30) days
from the date of notice; and (iv) be given in the manner specified in Section
8.3 hereof.
(d) Employee shall not be required to mitigate the amount of any
payment provided for in Section 7.7 by seeking other employment or otherwise.
7.7 (a) In the event the Employee is terminated (including, without
limitation, service by the Employer of a Notice of Nonrenewal pursuant to
Section 1.1), and it is finally determined that it was without just cause, or
the Employee shall terminate his employment for Good Reason pursuant to Section
7.6, in each case prior to a Change in Control, Employee will immediately
receive a lump sum payment equal to the greater of the remaining amount due him
for the remaining term of the IEP, or two (2) times Base Salary plus two (2)
times the bonus he received in the preceding contract year;
(b) If Employee is terminated (including, without limitation, service
by the Employer of a Notice of Nonrenewal pursuant to Section 1.1), other than
for just cause, or Employee terminates his employment for Good Reason, in each
case after a Change in Control occurs, Employee will immediately be entitled to
a lump sum payment of three (3) times Base Salary and three (3) times the bonus
he received in the preceding contract year provided however that if the Employee
is employed by the Acquirer in a position and on terms acceptable to him after
the change of control for at least 2 years, he shall only be immediately
entitled to two and one-half (2 1/2) times Base Salary and bonus;
(c) In the event the Employee is terminated without just cause, or
there is a change of control and the Employee is not employed in a position and
on terms acceptable to him after the change of control for at least two years,
or Employee terminates his employment for Good Reason,
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Employee will be entitled to continue his medical and insurance coverage for the
earlier of (i) two (2) years from termination, or (ii) until he receives medical
or insurance coverage from a new employer.
VIII. MISCELLANEOUS
8.1 Anything to the contrary herein contained notwithstanding, the payment
or obligation to pay any monies, or granting of any rights or privileges to
Employee as provided in this Agreement shall not be in lieu or derogation of the
rights and privileges that Employee now has under any plan or benefit presently
outstanding.
8.2 This Agreement may not be modified, changed, amended, or altered except
in a writing signed by the Employee or by his duly authorized representative and
by a duly authorized officer of the Employer.
8.3 All notices given or required to be given herein shall be in writing or
sent by United States first-class certified or registered mail, postage prepaid,
to Employee (or to Employee's spouse or estate upon Employee's death) at
Employee's last known address, and to the Employer at their principal offices.
All such notices shall be effective when deposited in the mail in the manner
specified in this Section 8.3. Either party by a notice in writing may change or
designate the place for receipt of all such notices.
8.4 No course of conduct between Employer and Employee and no delay or
omission of Employer or Employee to exercise any right or power given under this
Agreement shall: (i) impair the subsequent exercise of any right or power or
(ii) be construed to be a waiver of any default or any acquiescence in or
consent to the curing of any default while any other default shall continue to
exist, or be construed to be a waiver of such continuing default or of any other
right or power that shall theretofore have arisen; and every power and remedy
granted by law and by this Agreement to any party hereto may be exercised from
time to time and as often as may be deemed expedient. All such rights and powers
shall be cumulative to the fullest extent permitted by law.
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IX. SUCCESSORS, NON-ASSIGNABILITY OF THE AGREEMENT
9.1 This Agreement shall inure to the benefit of and be binding upon
Employee and to the extent applicable, his heirs, assigns, executors, and
personal representatives and Employer, and their respective successors and
assigns, including, without limitation, any person, partnership, or corporation
which may acquire all or substantially all of Employer's assets and business, or
with or into which Employer may be consolidated or merged, and this provision
shall apply in the event of any subsequent merger, consolidation, or transfer.
9.2 This Agreement is personal to each of the parties and none of the
parties may assign or delegate any of its rights or obligations under this
Agreement without the prior written consent of the other parties.
X. APPLICABLE LAW
10.1 This Agreement shall be governed in all respects and be interpreted by
and under the laws of the State of New Jersey, except to the extent that such
law may be preempted by applicable Federal law, including regulations, opinions
or orders duly issued by the FRB ("Federal Law"), in which event this Agreement
shall be governed and be interpreted by and under Federal Law.
10.2 In the event of any disputes concerning the interpretation,
application or the performance or nonperformance of any rights or duties under
this Agreement, the parties agree and hereby exclusively submit to the
jurisdiction of the Superior Court of New Jersey.
*****THE NEXT PAGE IS THE SIGNATURE PAGE*****
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the 19th day of March, 2001.
WITNESS: SOMERSET HILLS BANCORP
______________________________ By:__________________________
Xxxxxxx X. XxXxxxx, Xx.
Chief Executive Officer
WITNESS:
_______________________________ _____________________________
Xxxx X. Xxxxxxxxxx
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