EMPLOYMENT AGREEMENT
BETWEEN
GREAT FALLS BANCORP,
Employer
and
XXXXXX X. XXXXX,
Employee
Dated: December 16, 1987
TABLE OF CONTENTS
Page No.
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1. Employment; Employment Period...........................................................................1
2. Nature of Duties and Services of Employee...............................................................1
3. Direct Compensation of Employee.........................................................................2
4. Expenses; Fringe Benefits of Employee...................................................................2
(a) Expenses.......................................................................................2
(b) Auto Allowance.................................................................................2
(c) Vacations; Other Fringe Benefits...............................................................3
5. Extension; Termination..................................................................................3
(a) Extension of Term..............................................................................3
(b) Termination....................................................................................3
6. Severance Pay...........................................................................................4
(a) Involuntary Termination or Non-Renewal Without Cause...........................................4
(b) Termination Upon Merger, Etc...................................................................4
(c) "Cause" Defined................................................................................5
7. Salary Continuation in the Event of Disability; Termination of
Employment due to Disability............................................................................5
(a) Initial Salary Continuation....................................................................5
(b) Subsequent Salary Continuation.................................................................6
(c) Reinstatement..................................................................................6
(d) Recovery and Recurrence........................................................................6
(e) Termination of Employment due to Disability....................................................8
(f) Determination of Disability Status.............................................................8
(g) Age Limitation on Salary Continuation Disability Benefit.......................................9
8. Confidential Information................................................................................9
9. Noncompetition Covenant.................................................................................9
10. Miscellaneous..........................................................................................10
(a) Entire Agreement..............................................................................10
(b) Governing Law.................................................................................10
(c) No Waiver.....................................................................................10
(d) Notices.......................................................................................10
(e) Captions......................................................................................10
(f) Binding Effect; Assignment....................................................................11
(g) Survival......................................................................................11
EMPLOYMENT AGREEMENT
AGREEMENT, made the 16th day of December, 1987, but effective for all
purposes as of the 1st day of January, 1988, by and between GREAT FALLS BANCORP,
a New Jersey corporation having its principal place of business at 00 Xxxxx
Xxxxxxxxx, Xxxxxx, Xxx Xxxxxx 00000 (hereinafter called the "Corporation"); and
XXXXXX X. XXXXX, residing at 00 Xxxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000
(hereinafter called the "Employee").
W I T N E S S E T H:
WHEREAS, the Employee is employed by the Corporation; and
WHEREAS, the Corporation desires to continue to employ the Employee,
and the Employee is willing to accept such continued employment, on the terms
and subject to the conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the mutual promises
and covenants hereinafter set forth, the parties hereto agree as follows:
1. Employment; Employment Period. The Corporation hereby employs the
Employee, and the Employee hereby accepts employment by the Corporation, on the
terms and subject to the conditions set forth in this Agreement. Such employment
shall be on a full-time basis for an initial period of one (1) year commencing
on January 1, 1988 (hereinafter referred to as the "Effective Date"), subject to
the provisions for extension and earlier termination as hereinafter set forth in
paragraph 5 hereof.
2. Nature of Duties and Services of Employee. The Employee shall act as
Vice President of the Corporation, subject to the direction and control of the
Chairman of the Board and President and Board of Directors of the Corporation.
The Employee shall also act as
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President and Chief Executive Officer of Great Falls Bank, the State-chartered
bank subsidiary of the Corporation (hereinafter referred to as the "Bank"),
subject to the direction and control of the Chairman of the Board and the Board
of Directors of the Bank, for the duration of the Employee's office until the
next annual reorganization meeting of the Board of Directors of the Bank and
thereafter during the term of this Agreement if and for so long as the Employee
may be elected to such position by the Board of Directors of the Bank.
3. Direct Compensation of Employee. As compensation for the Employee's
services performed hereunder from and after the Effective Date, the Employee
will be compensated on the basis of an annual salary payable at the rate of
Eighty Thousand and no/100 Dollars ($80,000). Such salary shall be payable in
equal increments on the same payroll schedule as is followed for the Bank's
salaried employees, but not less frequently than monthly. The Corporation's
obligation to pay earned compensation (i.e., compensation for services
previously rendered) will survive any termination of the Employee's employment
regardless of the circumstances or reason for termination of employment.
4. Expenses; Fringe Benefits of Employee.
(a) Expenses. The Employee will be promptly (but not less frequently
than monthly) reimbursed for all expenses incurred by the Employee in the
performance of his duties hereunder.
(b) Auto Allowance. The Employee will be paid a monthly non-accountable
auto allowance of Five Hundred Dollars ($500.00), which allowance shall be in
lieu of any other reimbursement by the Corporation or the Bank with respect to
the Employee's use of one or more personally-owned automobiles in the
performance of his duties hereunder.
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(c) Vacations; Other Fringe Benefits. The Employee shall be entitled to
vacations consistent with his positions with the Corporation and the Bank, and
will be included in, and subject to, any group insurance programs and other
benefits and/or policies in effect from time to time which include salaried
employees of the Corporation and/or the Bank.
5. Extension; Termination.
(a) Extension of Term. The Employee's term of employment hereunder
shall be automatically renewed for additional one-year periods unless either of
the parties gives to the other party, at least ninety (90) days prior to the end
of any calendar year (the calendar year being the employment year for purposes
of this Agreement), a notice to the effect that the notifying party does not
intend to renew the term of employment beyond the end of the employment year. In
the event either party timely gives the other party such a notice of
non-renewal, the Employee's employment pursuant to the terms hereof shall
terminate at the end of such employment year.
(b) Termination. This Agreement will terminate (i) at the close of
business on December 31, 1988, or (ii) at the close of business on December 31
of a later year in the event of one or more renewals of the term of employment
hereunder followed by a notice of non-renewal as provided in subparagraph 5(a)
above, or (iii) upon the death of the Employee, or (iv) in the event of the
Employee becomes "permanently disabled" (as defined in subparagraph 7(e) hereof)
of the Employee. This Agreement shall also be subject to termination by the
Corporation at any time during the term of this Agreement upon notice to the
Employee, subject to the Employee's rights, if any, to severance pay as provided
in paragraph 6 hereof.
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6. Severance Pay.
(a) Involuntary Termination or Non-Renewal Without Cause. In the event
that either (i) the Corporation terminates the Employee's employment hereunder
without "cause" (as defined in subparagraph 6(c) below) and without the consent
of the Employee, or (ii) the Corporation gives the Employee a notice of
non-renewal of this Agreement under subparagraph 5(a) hereof without "cause" (as
so defined) and without the consent of the Employee, then the Employee shall be
entitled to be paid severance pay in an amount equal to the Employee's annual
salary in effect at such time. Such severance pay shall be payable in twelve
(12) equal monthly installments, without interest, commencing one (1) month from
the effective date of such termination of employment hereunder.
(b) Termination Upon Merger, Etc. In the event that (i) the Corporation
terminates the Employee's employment hereunder in connection with the
consummation of a merger or other business combination transaction which
includes as an element thereof the replacement of the Chief Executive Officer of
the Bank (hereinafter referred to as the "Replacement Merger"), and (ii) such
termination of the Employee's employment is otherwise without "cause" (as
defined in subparagraph 6(c) below) and without the consent of the Employee,
then the Employee shall be entitled to be paid severance pay in an amount equal
to one and one-half times the Employee's annual salary then in effect. Such
severance pay shall be payable in eighteen (18) equal monthly installments,
without interest, commencing one (1) month from the effective date of such
termination of employment hereunder. Provided, however, that if the corporation
is willing to continue the employment of the Employee (but not as Chief
Executive Officer of the Bank) following the effective date of such a
Replacement Merger, but the Employee decides to
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resign because he is to be replaced as the Chief Executive Officer of the Bank
as a result of such Replacement Merger, then if severance pay would otherwise be
payable to the Employee because of such Replacement Merger under the first
sentence of this subparagraph 6(b), the severance pay shall be in the amount of
one (1) year's salary, rather than one and one-half (1-1/2) year's salary, and
such amount shall be payable over a period of twelve (12) months rather than
eighteen (18) months following such a termination of employment.
(c) "Cause" Defined. For purposes of this paragraph 6 and paragraph 9
hereof, the term "cause" shall mean acts of impropriety, fraud, or other
justifiable causes.
7. Salary Continuation in the Event of Disability; Termination of
Employment due to Disability.
(a) Initial Salary Continuation. If the Employee is unable to perform
his duties of employment under this Agreement by reason of injury or sickness,
then the Employee's salary, and all other forms of compensation and benefits
hereunder (except for the auto allowance described in subparagraph 4(b) above),
shall be continued in full for a period of six (6) months (hereinafter referred
to as the "Initial Disability Period") from the date on which the Employee is
first unable to continue his services to the Corporation. Provided, however,
that the Corporation's obligation to continue the Employee's compensation in the
event of disability shall be reduced by any and all of the following benefits
(such benefits being hereinafter sometimes referred to collectively as the
"Reduction Amounts") which the Employee shall be entitled to receive during such
Initial Disability Period:
i) Federal Social Security disability benefits;
ii) New Jersey State temporary disability benefits;
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iii) proceeds payable under any long-term disability income
insurance policies covering the Employee for which the Corporation has paid the
premiums (it being understood that the Corporation may, but is not required, to
maintain such insurance on the Employee);
iv) loss of income benefits payable under the New Jersey
No-Fault automobile insurance laws;
v) workers' compensation benefits payable to the Employee;
and/or
vi) any similar benefits receivable by the Employee from any
source for which the Corporation has paid the premiums or other expense of
maintaining the program under which such payments are made, or any governmental
program funded, in whole or in part or directly or indirectly, by taxes or other
contributions made by the Corporation (provided, however, that benefits
receivable by the Employee under any plan or program by reason of retirement, as
opposed to disability, shall not be treated as such similar benefits).
(b) Subsequent Salary Continuation. If the Employee remains unable to
perform his duties of employment hereunder by reason of injury or sickness
beyond the Initial Disability Period, then the Corporation shall continue to pay
the Employee's compensation at the rate of Fifty Percent (50%) of the Employee's
annual rate of base compensation in effect at the time of commencement of the
disability, reduced by the Reduction Amounts, for an additional period of up to
six (6) months (hereinafter referred to as the "Subsequent Disability Period").
(c) Reinstatement. The Employee's full compensation and other benefits
hereunder shall be reinstated immediately upon the Employee's return to
employment during the Initial Disability Period or the Subsequent Disability
Period and the discharge of his full duties of employment hereunder.
(d) Recovery and Recurrence. If the Employee, having been disabled and
having received salary continuation payments from the Corporation as described
above, subsequently returns to active employment and renders services to the
Corporation, prior to a termination of employment due to disability as provided
in subparagraph 7(e) below, and the Employee later
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suffers a recurrence of disability arising out of or contributed to by the same
cause or causes as existed during or led to the original period(s) of
disability, then for purposes of this Agreement, the salary continuation amounts
set forth herein shall be computed by taking into account the level(s) and
duration of such payments to the Employee during the prior period(s) of
disability. If the cause of the subsequent disability is entirely unrelated to
the cause or causes of the prior disability, then the salary continuation
amounts set forth above shall be computed without regard to the prior
disability. If there is in effect a disability insurance policy on the Employee
for which the Corporation pays the premiums, and if the insurance company
issuing such policy deems the Employee to have made a recovery so that the
subsequent disability is subject to new maximum benefit and elimination periods,
then the subsequent disability shall be treated as entirely unrelated to the
cause of the prior disability for purposes hereof. Similarly, if there is in
effect such insurance and such insurance company deems the Employee not to have
recovered so that the subsequent disability is treated as recurrent and thus
subject to the original maximum benefit period and no new elimination period is
imposed, then the subsequent disability shall be treated as arising out of or
contributed to by the same cause or causes as existed during or led to the
original period(s) of disability. In the event that there is more than one
company insuring the Employee under disability income policies for which the
Corporation pays the premiums and there is disagreement between the insurance
companies with respect to whether there was a recovery qualifying for new
maximum benefit and elimination periods, then unless otherwise determined by the
Corporation if any such insurance company deems the disability to be recurrent
and a continuation of the original disability, the subsequent disability shall
be treated
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for purposes hereof as arising out of or contributed to by the same cause or
causes as existed during or led to the original period(s) of disability.
(e) Termination of Employment due to Disability. If the Employee's
disability continues for longer than the end of the Subsequent Disability Period
(or, upon mutual agreement of the Corporation and the Employee, at any earlier
time), then the Employee shall be treated as "permanently disabled" for purposes
of this Agreement, and the Employee's employment under this Agreement shall
terminate. In such event, the Corporation shall assign to the Employee at no
cost to the Employee all rights which the Corporation may then have in any
disability income insurance policies on the Employee, which policies shall then
become the property of the disabled Employee.
(f) Determination of Disability Status. If the Corporation and the
Employee disagree concerning the Employee's status of disability or fitness for
purposes of this paragraph and there is in force a disability income insurance
policy on the Employee (whether paid for by the Corporation or the Employee),
then the Employee shall be deemed to be disabled for purposes of this Agreement
if any such policy pays benefits to the Employee. If there is no such insurance
in force, and the parties disagree concerning the Employee's status, then the
Employee shall be examined by a physician appointed jointly by the parties, or
failing such joint appointment by the parties, by a physician appointed jointly
by a physician for the Corporation and a physician for the Employee, and the
decision of such physician so appointed shall be binding upon the parties. In
the event that neither the parties nor the physicians for the Corporation and
the Employee mutually agree to an examining physician, then such physician shall
be appointed by the Medical Society in the County in which the Corporation then
maintains
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its principal office. The fees and expenses of the physician so appointed shall
be paid by the Corporation. The Employee agrees to submit to and to cooperate
with any such examination; in the event the Employee does not submit to and
cooperate with any such examination, then the Corporation's determination of the
Employee's disability status shall be binding on the parties.
(g) Age Limitation on Salary Continuation Disability Benefit. In no
event shall the Corporation be required to make any salary continuation payments
to the Employee by reason of disability hereunder beyond the end of the month in
which the Employee's sixty-fifth (65th) birthday occurs.
8. Confidential Information. The Employee will not make any
unauthorized disclosure of confidential information relating to the business and
affairs of the Corporation or the Bank during the term of employment or at any
time thereafter.
9. Noncompetition Covenant. For a period of three (3) years following
any termination of employment of the Employee by reason of (a) an election by
the Employee not to renew the term of this Agreement, (b) a resignation of
employment by the Employee, or (c) an involuntary termination of the Employee's
employment hereunder for "cause" (as defined in subparagraph 6(c) hereof), the
Employee will not compete with the Corporation and/or the Bank by engaging in
the competitive conduct of the banking business. For these purposes, the
Employee's competitive conduct of the banking business shall mean being employed
by, or consulting with, a bank or any other business which is in direct
competition with the Corporation and/or the Bank from an office which is the
principal business office of the Employee and which is located within seven (7)
miles from either the main office of the Bank or any branch office
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of the Bank which is in operation at the time of such a termination of the
Employee's Employment hereunder.
10. Miscellaneous.
(a) Entire Agreement. This Agreement contains the entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof, and any agreement hereafter made between the parties shall be
ineffective to modify or terminate this Agreement or constitute a waiver of any
of the provisions hereof unless such agreement is in writing and is signed by
the party against whom enforcement of the modification, termination or waiver is
sought.
(b) Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of New Jersey.
(c) No Waiver. Neither party's failure to invoke any right,
condition or covenant in this Agreement shall be deemed to imply or constitute a
waiver of any other right, condition or covenant.
(d) Notices. All notices required under this Agreement shall
be delivered personally or sent by registered or certified mail to the
respective parties at their addresses on the first page of this Agreement, or to
such other address as may be given in like manner upon ten (10) days' prior
written notice.
(e) Captions. The captions to the paragraphs in this Agreement
are included for convenience only and are not intended to and shall not be
deemed to modify or explain any of the terms of this Agreement.
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(f) Binding Effect; Assignment. The terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, personal representatives, successors and
permitted assigns. The obligations of the Employee hereunder are personal and
non-delegable to any other person.
(g) Survival. All of the representations, warranties,
covenants and guarantees contained herein or in any amendments hereof shall
survive the termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
WITNESS: EMPLOYEE:
-------------------------- ---------------------------------------
XXXXXX X. XXXXX, Individually
ATTEST: GREAT FALLS BANCORP
By:
-------------------------- -----------------------------------
Xxxxxxx X. Xxxxx, Xx. Xxxx X. Xxxxxxxxx, President
Secretary
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