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Exhibit 10.5
EMPLOYMENT CONTRACT
This AGREEMENT is made effective as of this thirty-first day of January, 2000 by
and between THE YARDVILLE NATIONAL BANK (the "Bank"), a corporation organized
under the laws of the State of New Jersey, and Xxxxxxx X.
Xxxxxxxx (the "Officer").
RECITALS
WHEREAS, the Bank desires to employ and retain the services of the
Officer for the period provided in this Agreement; and
WHEREAS, the Officer is willing to serve in the employ of the Bank on a
full-time basis for said period;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereto agree as follows:
1. POSITION AND RESPONSIBILITIES
During the period of employment hereunder, the Officer shall serve as a
Senior Vice President and Chief Technology Officer of the Yardville National
Bank (the "Bank") reporting to the Executive Vice President and Chief Financial
Officer.
2. TERMS AND DUTIES
(A) The period of the Officer's employment agreement shall commence as
of January 31, 2000 and shall continue for a period of twelve (12) full calendar
months thereafter, unless terminated by the Bank of account of death, disability
or cause (as herein defined). This Agreement is subject to approval, for
continuation, by the President/Chief Executive Officer and the Board of
Directors of the Yardville National Bank, at the conclusion of each contract
period. Renewals shall be on the same terms and conditions as set forth herein,
except for such modification of compensation and benefits as may hereafter be
agreed upon between the parties hereto from time to time.
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(B) During the period of employment, the Officer shall devote full time
and attention to such employment and shall perform such duties as are
customarily and appropriately vested in a Senior Vice President and Chief
Technology Officer of a commercial bank.
3. DEFINITIONS
For purposes of the Agreement,
(A) "Cause" means any of the following:
(i) the willful commission of an act that causes or that
probably will cause substantial economic damage to the Bank or
substantial injury to the Bank's business reputation; or,
(ii) the commission of an act of fraud in the performance of
the Officer's duties; or
(iii) a continuing willful failure to perform the duties of
the Officer's position with the Bank; or
(iv) the order of a bank regulatory agency or court requiring
the termination of the Officer's employment.
(B) "Change in Control": means any of the following:
(i) the acquisition by any person or group acting in concert
of beneficial ownership of forty percent (40%) or more of any
class of equity security of the Bank or the Bank's Holding
Company, or
(ii) the approval by the Board, and appropriate regulatory
authorities of the sale of all or substantially all of the
assets of the Bank or Holding Company; or,
(iii) the approval by the Board and appropriate regulatory
authorities of any merger, consolidation, issuance of
securities or purchase of assets, the result of which would be
the occurrence of any event described in clause (i) or (ii)
above.
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(C) "Disability" means a mental or physical illness or condition
rendering the Officer incapable of performing his normal duties for the Bank.
(D) "Willfulness" means an act or failure to act done not in good faith
and without reasonable belief that the action or omission was in the best
interest of the Bank.
4. COMPENSATION AND REIMBURSEMENT
(A) During the period of employment, the Bank shall pay to the Officer
an annual salary of not less than $85,217.00, which salary shall be paid in
bi-weekly installments. Such salary shall be reviewed by the Board or a duly
appointed committee thereof at least annually and any adjustments in the amount
of salary on said review shall be fixed by Board from time to time.
5. TERMINATION FOR CAUSE
(A) The Officer shall not have the right to receive compensation or
other benefits provided hereunder for any period after termination for Cause,
except to the extent that Officer may be legally entitled to participate by
virtue of COBRA or any other State or Federal Law concerning employee rights to
benefits upon termination.
6. TERMINATION BY THE OFFICER
(A) In the event of the Officer's voluntary termination, the Officer
shall not have the right to receive compensation or benefits as provided
hereunder after such date of termination, except to the extent that the Officer
may be legally entitled to participate by virtue of COBRA or any other State of
Federal law concerning employee rights to benefits upon termination.
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7. CHANGE IN CONTROL
(A) In the event that within three (3) years after a Change in Control
(as herein defined), the Officer's employment is terminated by the Bank, other
than for death, disability or Cause, the Officer shall be entitled to receive
eighteen (18) months salary at the annual salary currently being paid, which
payment shall be made in a lump sum promptly after the occurrence of such
termination.
8. TERMINATION UPON DISABILITY
(A) In the event that the Officer experiences a Disability during the
period of employment, salary shall continue at the same rate as was in effect on
the day of the occurrence of such Disability, reduced by any concurrent
disability benefit payments provided under disability insurance maintained by
the Bank. If such Disability continues for a period of six (6) consecutive
months, the Bank at its option may thereafter, upon written notice to the
Officer or his personal representative, terminate the Officer's employment with
no further notice.
9. GOVERNING LAW
This Agreement and the other obligations of the parties hereto shall be
interpreted, construed and enforced in accordance with the laws of the State of
New Jersey.
10. ENTIRE AGREEMENT
This instrument contains the entire agreement of the parties. It may
not be changed orally, but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
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IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the 31st day of January, 2000.
ATTEST: YARDVILLE NATIONAL BANK
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Xxxxxxx X. Xxxx
President/CEO
WITNESS
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Xxxxxxx X. Xxxxxxxx
Senior Vice President
