EMPLOYMENT AGREEMENT
EXHIBIT
10.14
This
Employment Agreement (the “Agreement”) is entered into by and among C. Xxxx
Xxxxxxxx (“Xxxxxxxx”), Bergen Commercial Bank (now known as Greater Community
Bank) (the “Bank”) and
Greater Community Bancorp (“GCB”) as of the 31st
day of
July, 2006 (the “Effective Date”).
WHEREAS,
Xxxxxxxx, the Bank and GCB wish to modify the employment relationship between
Xxxxxxxx and the Bank and GCB on the Effective Date of this Agreement; and
WHEREAS,
as of the Effective Date of this Agreement, Xxxxxxxx will no longer serve as
Director, President and Chief Operating Officer of the Bank, as Director,
President and Chief Operating Officer of GCB, as well as all other director
and
officer positions with the Company's subsidiaries; and
WHEREAS,
Xxxxxxxx, the Bank and GCB desire to resolve all outstanding issues with respect
to the employment relationship and the separation thereof.
NOW,
THEREFORE, Xxxxxxxx, the Bank and GCB agree as follows:
1. Except
as
provided herein, this Agreement supersedes the Employment Agreement of C. Xxxx
Xxxxxxxx, dated March 2, 2005, Xxxxxxxx’x 1998 Employment Agreement, and all
other agreements between the parties to date and Xxxxxxxx shall not be entitled
to any other sums or remuneration including severance pay.
2. As
of the
Effective Date of this Agreement, Xxxxxxxx shall resign as Director, President
and Chief Operating Officer of the Bank, as Director, President and Chief
Operating Officer of GCB, as well as all other director and officer positions
with the Company's subsidiaries. For the period from July 31, 2006 through
July
31, 2007 (the “Continued Employment Period”), the Bank and GCB agree to continue
to pay Xxxxxxxx his annual salary of Three Hundred Seventy Thousand Dollars
($370,000.00), less normal withholdings and deductions, which amount is equal
to
the annual salary Xxxxxxxx was being paid immediately prior to the Effective
Date of this Agreement. Xxxxxxxx acknowledges that these sums and benefits,
and
the other sums and benefits contained herein, represent sufficient consideration
for the releases and covenants contained herein and in Exhibit A
hereto.
3. During
the Continued Employment Period, Xxxxxxxx shall continue to be provided the
following benefits maintained by the Bank and/or GCB for the benefit of its
employees:
(a) Xxxxxxxx
shall continue to be eligible to participate in the group health, medical,
and/or dental insurance plans, the group term life insurance benefits and the
group disability benefits.
(b)
Xxxxxxxx
shall continue to participate in the Supplemental Earnings Retirement Plan
(“SERP”). In accordance with the terms of the SERP and in accordance with
applicable law, the Bank and GCB hereby agree to make a contribution to the
SERP
on Xxxxxxxx’x behalf in the amount of
1
Eighty-three
Thousand Four Hundred Thirty-four Dollars (83,434.00) on January 1, 2007 or
within a reasonable time upon invoicing from the plan administrator, whichever
occurs later. No other payments shall be made on Xxxxxxxx'x behalf to the
SERP.
(c) Xxxxxxxx
shall continue to participate in the savings portion of the 401(k) Plan, but
shall be excluded from the profit sharing portion of the 401(k) Plan for
the remainder of 2006 and 2007.
(d) Xxxxxxxx
shall continue to be reimbursed in the amount of Nine Hundred Dollars ($900.00)
per month as an automobile allowance for automobile expenses, including
automobile insurance.
(e) Xxxxxxxx
shall continue to be reimbursed on a monthly basis for country club membership
fees and dues.
4. Stock
Options.
Xxxxxxxx currently has 10,250 outstanding options. The number of outstanding
options may change due to stock dividends, including the stock dividend which
is
scheduled to occur on July 31, 2006 and which it is anticipated will result
in
the issuance of an additional 256.25 options
to Xxxxxxxx, and other circumstances. These options shall continue to be
governed by the applicable agreements pursuant to which they were issued
including, but not limited to, paragraphs 4 and 11 of the Employment Agreement
of C. Xxxx Xxxxxxxx, dated March 2, 2005 and the Stock Option
Agreements.
5. Performance
of Services.
In
consideration for the payments and benefits provided in Paragraphs 2 and 3
above, Xxxxxxxx hereby agrees to provide during the Continued Employment Period
such services and perform such functions as reasonably requested by the Bank
and/or GCB and as mutually agreeable to the parties.
6. Termination
Date.
Effective July 31, 2007 (the “Termination Date”), Xxxxxxxx shall resign as an
employee and his employment by the Bank and GCB shall terminate. Xxxxxxxx hereby
agrees to execute at the time of such termination the Waiver and Release
Agreement attached hereto as Exhibit “A” and which is in the form and language
as provided in Paragraphs 7, 8, 9, 11, 12, 13, 15 and 17 hereof. Beginning
on
the Termination Date, Xxxxxxxx shall be eligible to elect continuation of
coverage under the medical/dental benefits plan the Bank and/or GCB maintains
for the benefit of their employees in accordance with the Consolidated Omnibus
Budget Reconciliation Act of 1986 (COBRA) at Xxxxxxxx’x expense.
7. Severance
Amounts.
For the
period beginning with the Termination Date and continuing through September
30,
2015, the Bank and GCB hereby agree to pay Xxxxxxxx xxxxxxxxx pay in the amount
of Twenty-Five Thousand Dollars ($25,000.00) per year, provided he signs the
release attached as Exhibit A as required by this Agreement. Such amount shall
be paid in a lump sum on or about August 1st
of each
year with a pro-rated amount being paid for the period of August and September
2015. With regard to payment for 2007, this sum shall not be paid until Xxxxxxxx
signs Exhibit A and its seven day revocation period has expired. Payments in
accordance with this Paragraph shall terminate if Xx. Xxxxxxxx becomes employed
by another person or business, which employment provides Xx. Xxxxxxxx with
eligibility to participate in any health, medical, and/or health insurance
plan.
2
8. In
consideration of the foregoing benefits, and to the extent fullest permitted
by
law, Xx. Xxxxxxxx, for himself, heirs and assigns, agrees never to xxx, in
any
way complain of, file a charge (or permit such a charge to be filed on his
behalf) or grieve against the Company, its parent corporations, or its or theirs
affiliates or subsidiaries, or its or their past, current or future officers,
directors, agents, shareholders, employees, predecessors, successors or assigns
(hereinafter collectively referred to as the “Releasees”). Xx. Xxxxxxxx releases
the Releasees of and from any and all claims, whether currently known or
unknown, and whether brought by or on behalf of Xx. Xxxxxxxx. This release
includes, without limitation by enumeration, claims for back pay, front pay,
personal injury, breach of contract, compensatory and punitive damages,
injunctive and declaratory relief, attorneys’ fees (which claim is also hereby
released by Xx. Xxxxxxxx’x attorneys) and for future damages allegedly arising
from the alleged continuation of the effects of any past action, omission or
event. This release includes any and all suits, charges, liability and damages,
in law or in equity (including, without limitation by enumeration, any
complaints, claims and suits under the United State and New Jersey
Constitutions; 42 U.S.C§§
1981,
1981a, 1983, 1985, 1986 and 1988; Title VII of the Civil Rights Act of 1964,
as
amended 42 U.S.C. § 2000e et seq.;
the
Americans with Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq.;
the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621
et seq.;
the
Federal Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.;
the
Employment Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001
et seq.;
Executive Order 11246; the Conscientious Employee Protection Act, N.J.S.A.
34:19-1 et seq.;
New
Jersey employment laws; and any other law, ordinance or regulation prohibiting
discrimination in employment or otherwise regulating the employment
relationship). This release includes any and all matters in connection with,
or
based wholly partially upon, without limitation by enumeration, acts of age
or
other discrimination, retaliation, suspension, discharge, promotion, transfer,
harassment, libel, slander, infliction of emotional distress, interference
with
prospective business relationships, invasion of privacy, failure to interview,
hire or appoint, terms and conditions of employment, breach of employment
contract, wrongful discharge or constructive discharge allegedly committed
against Xx. Xxxxxxxx by the Releasees, or in any way arising directly or
indirectly out of Xx. Xxxxxxxx’x employment with and termination from GCG and/or
the Bank, up to and including the date Xx. Xxxxxxxx signs this
Agreement.
9. Xx.
Xxxxxxxx agrees not to make disparaging remarks about any of the Releasees,
or
their products or practices (including but not limited to, personnel
practices).
10. Xx.
Xxxxxxxx agrees that while he continues to be employed by GCB until July 31,
2007, he shall not serve as an officer or director or employee of any bank
holding company, bank, savings association or mortgage company with its
principal office in Bergen County and Passaic County, New Jersey, and which
offers products or services in such county, competing with those offered by
GCB
or any of its banking subsidiaries. Xx. Xxxxxxxx further agrees to abide by
the
Confidentiality Provisions contained in the March 2, 2005 Employment Agreement.
If there is a breach or threatened breach of the provisions of this paragraph
or
the prohibitions upon disclosure contained in the March 2, 2005 Employment
Agreement, Xx. Xxxxxxxx acknowledges and agrees that there may not be adequate
remedy at law for such breach and that GCB and the Bank each shall be entitled
to injunctive relief restraining him from such breach or threatened breach,
but
such relief shall not be the exclusive remedy hereunder for such
breach.
11. Xx.
Xxxxxxxx represents and promises that he has no documents (including computer
documents) or materials relating to GCB and/or the Bank or their businesses
at
his house or elsewhere, including, but not limited to,
3
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Customer
lists - electronic copies and printed
copies
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Past
and present Company e-mail correspondence, addressed to
anyone.
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Passwords
and/or security codes to access computer
assets.
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·
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Keys
to office facilities, P.O. Boxes, desks, lock boxes, etc. that are
the
property of GCB or the Bank.
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12.
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Xx.
Xxxxxxxx acknowledges that:
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(a)
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he
has read the foregoing document, understands its contents and agrees
to
its terms and conditions freely and
voluntarily;
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(b)
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he
has made an independent investigation of the facts and does not rely
on
any statements or representations by GCB, the Bank, their agents
or
representatives, in entering into this
Agreement;
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(c)
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he
has consulted with legal counsel before signing this
Agreement;
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(d)
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he
understands and agrees that this Agreement includes a final general
release and that, as stated in paragraph 6 of this Agreement, he
can make
no further claims against any of the Releasees for any matters having
connection with the events covered
herein;
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(e)
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he
has twenty-one (21) days from the date of receipt of this Agreement
within
which to consider it;
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(f)
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he
may, within seven (7) calendar days following the date he executes
this
Agreement and returns it to GCB and the Bank cancel and terminate
this
Agreement by giving written notice of his intent to terminate to
Greater
Community Bancorp at 00 Xxxxx Xxxxxxxxx, Xxxxxx, Xxx Xxxxxx 00000
and
Greater Community Bank at 00 Xxxxx Xxxxxxxxx, Xxxxxx, Xxx Xxxxxx
00000 and
by returning to GCB and the Bank the amount specified in paragraph
2 of
this Agreement, to the extent he has already received that payment,
and
this Agreement shall not become effective or enforceable until the
seven-day period has expired. TIME IS OF THE ESSENCE WITH REGARD
TO THIS
SUBPARAGRAPH; and
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(g)
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he
wants no further claims.
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13. The
parties understand and agree that any breach by any of them of any of the
foregoing covenants shall entitle them to bring an action for failure to comply
with the terms of this Agreement and, further, should the non-breaching party
prevail in such action, the non-breaching party shall be entitled to recover
its
or his actual reasonable attorneys’ fees and costs as part of such action. In
addition, the parties agree that the remedy at law for breach of this Agreement
shall be inadequate and that the non-breaching party shall be entitled to
injunctive relief and any other remedy or relief ordered by a
court.
14. Xx.
Xxxxxxxx, GCB and the Bank each acknowledge that this Agreement is a joint
product and shall not be construed against any party on the grounds of sole
authorship. Xx. Xxxxxxxx hereby authorizes and ratifies all that his attorneys,
if any, may have done or may do in the effectuation of this Agreement.
4
15. Neither
the signing of this Agreement nor any actions taken by GCB or the Bank in
compliance with the terms of this Agreement constitute an admission that they
have acted wrongfully toward, unlawfully discriminated against, or wrongfully
discharged Xxxxxxxx or that they have violated any federal, state or local
law,
Executive Order or regulation or that they have breached an employment contract
with Xx. Xxxxxxxx.
16. Should
any of the provisions of this Agreement be rendered invalid by a court or
government agency or competent jurisdiction, it is agreed that this shall not
in
any way affect the enforceability of the other provisions of this Agreement,
which shall remain in full force and effect provided, however, that if the
release of claims and covenant not to xxx in Paragraph 8 above is held to be
invalid or enforceable by GCB or the Bank, then this Agreement shall be void
in
its entirety and GCB and the Bank shall be entitled to the return of all sums
paid pursuant to Paragraph 2, hereunder. This Agreement constitutes the complete
understanding between Xxxxxxxx, GCB and the Bank. No other promises or
agreements shall be binding unless signed by these parties.
17. The
parties agree to execute any further documents deemed necessary or advisable
to
GCB and the Bank to perfect or better document the matters herein.
18. Except
to
the extent preempted by Federal law, the laws of the State of New Jersey shall
govern this Agreement in all respects, whether as to its validity, construction,
capacity, performance or otherwise.
19. This
Agreement shall be personal to and binding on Xxxxxxxx, his agents, attorneys,
personal representatives, executors, administrators, heirs, beneficiaries,
successors, and assigns, and shall be binding on the Bank and GCB and any and
all of their successors, purchasers, and assigns.
20. The
parties acknowledge and agree that to the extent required by law, this Agreement
may be filed with federal agencies, including but not limited to the Securities
and Exchange Commission.
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Date:
July
10, 2006
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/s/
C. Xxxx Xxxxxxxx
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C.
Xxxx Xxxxxxxx
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GREATER
COMMUNITY BANK
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Date:
July
10, 2006
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/s/
Xxxxxxx X. Xxxxx
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Xxxxxxx
X. Xxxxx, Director
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Date:July
10, 2006
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/s/
Xxxxxxx X. Xxxxx
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Xxxxxxx
X. Xxxxx, Director and
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Chairman
of the Compensation Committee
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5
EXHIBIT
A
WAIVER
AND RELEASE AGREEMENT
In
consideration of the benefits received by me in the Employment Agreement, dated
July 31, 2006, and to the extent fullest permitted by law, I, C. Xxxx Xxxxxxxx,
for myself, my heirs and assigns, agree never to xxx, in any way complain of,
file a charge (or permit such a charge to be filed on my behalf) or grieve
against the Company, its parent corporations, or its or theirs affiliates or
subsidiaries, or its or their past, current or future officers, directors,
agents, shareholders, employees, predecessors, successors or assigns
(hereinafter collectively referred to as the “Releasees”). I release the
Releasees of and from any and all claims, whether currently known or unknown,
and whether brought by or on behalf of me. This release includes, without
limitation by enumeration, claims for back pay, front pay, personal injury,
breach of contract, compensatory and punitive damages, injunctive and
declaratory relief, attorneys’ fees (which claim is also hereby released by my
attorneys) and for future damages allegedly arising from the alleged
continuation of the effects of any past action, omission or event. This release
includes any and all suits, charges, liability and damages, in law or in equity
(including, without limitation by enumeration, any complaints, claims and suits
under the United State and New Jersey Constitutions; 42 U.S.C§§
1981,
1981a, 1983, 1985, 1986 and 1988; Title VII of the Civil Rights Act of 1964,
as
amended 42 U.S.C. § 2000e et seq.;
the
Americans with Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq.;
the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621
et seq.;
the
Federal Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.;
the
Employment Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001
et seq.;
Executive Order 11246; the Conscientious Employee Protection Act, N.J.S.A.
34:19-1 et seq.;
New
Jersey employment laws; and any other law, ordinance or regulation prohibiting
discrimination in employment or otherwise regulating the employment
relationship). This release includes any and all matters in connection with,
or
based wholly partially upon, without limitation by enumeration, acts of age
or
other discrimination, retaliation, suspension, discharge, promotion, transfer,
harassment, libel, slander, infliction of emotional distress, interference
with
prospective business relationships, invasion of privacy, failure to interview,
hire or appoint, terms and conditions of employment, breach of employment
contract, wrongful discharge or constructive discharge allegedly committed
against me by the Releasees, or in any way arising directly or indirectly out
of
my employment with and termination from GCG and/or the Bank, up to and including
the date I sign this Agreement.
I
agree
not to make disparaging remarks about any of the Releasees, or their products
or
practices (including but not limited to, personnel practices).
I
acknowledge that I continue to be bound by the covenants not to compete and
confidentiality clauses contained in the July 31, 2006 Employment Agreement.
I
represent and promise that I have no documents (including computer documents)
or
materials relating to GCB and/or the Bank or their businesses at my house or
elsewhere, including, but not limited to,
|
·
|
Customer
lists - electronic copies and printed
copies
|
|
·
|
Past
and present Company e-mail correspondence, addressed to
anyone.
|
|
·
|
Passwords
and/or security codes to access computer
assets.
|
6
|
·
|
Keys
to office facilities, P.O. Boxes, desks, lock boxes, etc. that are
the
property of GCB or the Bank.
|
I
acknowledge that:
|
(h)
|
I
have read the foregoing document, understands its content and agree
to its
terms and conditions freely and
voluntarily;
|
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(i)
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I
have made an independent investigation of the facts and does not
rely on
any statements or representations by GCB, the Bank, their agents
or
representatives, in entering into this
Agreement;
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|
(j)
|
I
have consulted with legal counsel before signing this
Agreement;
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(k)
|
I
understand and agree that this Agreement includes a final general
release
and that, as stated herein and in paragraph 8 of the Employment Agreement,
dated July 31, 2006, I can make no further claims against any of
the
Releasees for any matters having connection with the events covered
herein;
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(l)
|
I
have twenty-one (21) days from the date of receipt of this Agreement
within which to consider it;
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(m)
|
I
may, within seven (7) calendar days following the date I execute
this
Agreement and return it to GCB and the Bank cancel and terminate
this
Agreement by giving written notice of my intent to terminate to Greater
Community Bancorp at 00 Xxxxx Xxxxxxxxx, Xxxxxx, Xxx Xxxxxx 00000
and
Greater Community Bank at 00 Xxxxx Xxxxxxxxx, Xxxxxx, Xxx Xxxxxx
00000 and
by returning to GCB and the Bank the amount specified in paragraph
2 of
the Employment Agreement, dated July 31, 2006, to the extent I have
already received that payment, and this Agreement shall not become
effective or enforceable until the seven-day period has expired.
TIME IS
OF THE ESSENCE WITH REGARD TO THIS SUBPARAGRAPH;
and
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(n)
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I
want no further claims.
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I
understand and agree that any breach by me of any of the foregoing covenants
shall entitle the Bank and GCB to bring an action against me for failure to
comply with the terms of this Agreement and, further, should the non-breaching
party prevail in such action, the non-breaching party shall be entitled to
recover its or his actual reasonable attorneys’ fees and costs as part of such
action. In addition, I agree that the remedy at law for breach of this Agreement
shall be inadequate and that the non-breaching party shall be entitled to
injunctive relief and any other remedy or relief ordered by a court.
I
acknowledge that this Agreement is a joint product and shall not be construed
against any party on the grounds of sole authorship. I hereby authorize and
ratify all that my attorneys, if any, may have done or may do in the
effectuation of this Agreement.
I
understand that if any of the provisions of this Agreement are rendered invalid
by a court or government agency or competent jurisdiction, I agree that this
shall not in any way affect the enforceability of the other provisions of this
Agreement, which shall remain in full force and effect provided, however, that
if the release of claims and covenant not to xxx are held to be invalid or
enforceable by GCB or the Bank, then this Agreement shall be void in its
entirety and GCB and the Bank shall be entitled to the return of all sums paid
pursuant to Paragraph 2 of the Employment
7
Agreement
effective July 31, 2006 and hereunder. This Agreement constitutes the complete
understanding between me, GCB and the Bank. No other promises or agreements
shall be binding unless signed by these parties.
I
acknowledge that this release shall be binding upon me and my agents, attorneys,
personal representatives, executors, administrators, heirs, beneficiaries,
successors, and assigns
Except
to
the extent preempted by Federal law, I understand that the laws of the State
of
New Jersey shall govern this Agreement in all respects, whether as to its
validity, construction, capacity, performance or otherwise.
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Date:
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C.
Xxxx Xxxxxxxx
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GREATER
COMMUNITY BANK
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Date:
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By:
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Date:
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By:
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8
