Exhibit 10(r)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement") dated as of April 14, 1997
among Regent National Bank, a national banking association located at 0000
Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "Bank"), Regent Bancshares
Corp., a New Jersey corporation having its principal place of business at 0000
Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 ("Regent") and Xxxxxx X.
Xxxxxxx, an individual residing at 00X Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000
(the "Executive").
WITNESSETH:
WHEREAS, the Bank is a wholly owned subsidiary of Regent;
WHEREAS, the Bank and Regent (collectively, the "Employers") desire to
employ the Executive, and the Executive desires to be employed by the Employers,
all in accordance with the terms and subject to the conditions set forth herein;
and
WHEREAS, the parties are entering into this Agreement to set forth and
confirm their respective rights and obligations with respect to the Executive's
employment by the Employers;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto, intending to be legally bound
hereby, mutually agree as follows:
1. Employment and Term. (a) Effective on the date hereof (the
"Effective Date"), the Employers shall employ the Executive, and the Executive
shall be employed by the Employers, as the Executive Vice President and Chief
Credit Officer of the Bank (the "Position"), in accordance with the terms and
subject to the conditions set forth herein for a term (the "Initial Term") which
shall commence on the Effective Date and, subject to paragraphs 1(b), 1(c) and
1(d) hereof, shall terminate, notwithstanding the provisions of paragraph
1(e)(i) hereof, on the third anniversary of the Effective Date (the "Term").
Regent and the Bank shall be jointly and severally liable to the Executive with
respect to all liabilities of the Bank to the Executive hereunder; provided,
however, that Regent shall not be responsible for any liability of the Bank to
the Executive to the extent that such liability has been discharged by the Bank,
and the Bank shall not be responsible for any liability of Regent to the
Executive to the extent that such liability has been discharged by Regent.
(b) Unless written notice in accordance with this paragraph 1
terminating the Executive's employment hereunder is given by either the
Employers or the Executive not less than 90 days in advance of each anniversary
date of this Agreement, on each anniversary date of this Agreement the
expiration date of the Term of this Agreement shall be automatically extended
for one year. Unless
otherwise provided herein or agreed by the parties hereto, all of the terms and
conditions of this Agreement shall continue in full force and effect throughout
the Term and, with respect to those terms and conditions that apply after the
Term.
(c) Notwithstanding paragraph 1(b) hereof, the Employers, by
action of their Boards of Directors (the "Boards") and effective as specified in
a written notice thereof to the Executive in accordance with the terms hereof,
shall have the right to terminate the Executive's employment hereunder at any
time during the Term hereof, but only for Cause (as defined herein) or on
account of the Executive's death or Permanent Disability (as defined herein) as
of the date of such death or Permanent Disability.
(i) "Cause" shall mean (A) the Executive's willful
and continued failure substantially to perform her material duties with the
Employers, or the commission by the Executive of any activities constituting a
violation or breach under any material federal, state or local law or regulation
applicable to the activities of the Bank or Regent, in each case, after notice
thereof from the Employers to the Executive and a reasonable opportunity for the
Executive to cease such failure, breach or violation in all material respects
(B) fraud, breach of corporate opportunity, dishonesty, misappropriation or
other intentional material damage to the property or business of the Bank or
Regent by the Executive, (C) the Executive's repeated absences other than for
physical or mental impairment or illness, (D) the Executive's admission or
conviction of, or plea of nolo contendere to, any felony that, in the
reasonable judgment of the Boards, adversely affects the Bank's or Regent's
reputation or the Executive's ability to carry out her obligations under this
Agreement or (E) the Executive's non-compliance with the provisions of
paragraphs 2(b) or 6(b) hereof after notice thereof from the Employers to the
Executive and a reasonable opportunity for the Executive to cure such
non-compliance. Notwithstanding the foregoing, the Employers may not terminate
the Executive's employment hereunder for Cause unless the Executive is given (A)
written notice, in accordance with the By-laws of the Employers, of a special
meeting of the Boards to consider the termination of the Executive's employment
hereunder for Cause and (B) the opportunity for the Executive to address such
special meeting.
(ii) "Permanent Disability" shall mean a physical or
mental disability such that the Executive is substantially unable to perform
those duties that she would otherwise be expected to continue to perform and the
nonperformance of such duties has continued for a period of 150 consecutive
days, provided, however, that in order to terminate the Executive's employment
hereunder on account of Permanent Disability, the Employers must provide the
Executive with written notice of the Boards' good faith determination to
terminate the Executive's employment hereunder for reason of Permanent
Disability not less than 30 days prior to such termination which notice shall
specify the date of termination. Until the specified effective date of
termination by reason of Permanent Disability, the Executive shall continue to
receive compensation at the rates set forth in paragraph 3 hereof. No
termination of this Agreement because of the Permanent Disability of the
Executive shall impair any rights of the
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Executive under any disability insurance policy maintained by the Employers at
the commencement of the aforesaid 150-day period.
(d) The Executive shall have the right to terminate her
employment hereunder at any time during the Term hereof for Good Reason or in
the event a Change in Control occurs. As used herein:
(i) "Good Reason" shall mean (A) the Executive's
Position or the scope of the Executive's authority, duties or responsibilities
are materially diminished without the Executive's written consent, excluding for
this purpose any action not taken by the Employers in bad faith and which is
remedied by the Employers promptly following written notice thereof from the
Executive to the Employers; (B) a material breach by either Employer of its
respective obligations to the Executive under this Agreement which breach is not
cured in all material respects to the reasonable satisfaction of the Executive
within 30 days (except in the case of a payment default for which the cure
period shall be 10 days), in each case following written notice thereof from the
Executive to the Employers and (C) any termination of the Executive's employment
hereunder without Cause; and
(ii) "Change of Control" shall mean (A) the
acquisition of shares of Regent (or of the Bank if the Bank is a successor to
Regent) by any "person" or "group" (as such terms are used in Rule 13d-3 under
the Securities Exchange Act of 1934 as now or hereafter amended) in a
transaction or series of transactions, but excluding any exchange of Common
Stock of the Bank for Common Stock of Regent, that result in such person or
group directly or indirectly first owning beneficially more than 35% of Regent's
Common Stock (or of the Bank if the Bank is a successor to Regent) after the
date of this Agreement, (B) the consummation of a merger or other business
combination after which the holders of voting capital stock of Regent and the
Bank do not collectively own 50% or more of the voting capital stock of the
entity surviving such merger or other business combination or the sale, lease,
exchange or other transfer in a transaction or series of transactions of all or
substantially all of the assets of the Bank, but excluding therefrom the sale
and reinvestment of the Bank's investment portfolio or (C) as the result of or
in connection with any cash tender offer or exchange offer, merger or other
business combination, sale of assets or contested election of directors or any
combination of the foregoing transactions (a "Transaction"), other than a
Transaction between the Bank and Regent, the persons who constituted a majority
of the members of the Boards on the Effective Date and persons whose election as
members of the Boards was approved by such members then still in office or whose
election was previously so approved after the Effective Date, but before the
event that constitutes a Change of Control, no longer constitute such a majority
of the members of the Boards then in office. A Transaction constituting a Change
in Control shall only be deemed to have occurred upon the closing of the
Transaction.
(e) (i) If (A) the Employers terminate the Executive's
employment hereunder for any reason other than for Cause or fail to renew this
Agreement for any reason other than for Cause and such
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termination or failure occurs as of a date that is within 270 days preceding or
within 180 days after the consummation of a Change in Control (such 270-day
period and such 180-day period being hereinafter collectively referred to as a
"Change in Control Period"), (B) this Agreement is terminated as a result of the
death or Permanent Disability of the Executive effective as of a date within a
Change of Control Period, (C) the Executive terminates her employment hereunder
for Good Reason effective as of a date within a Change in Control Period or (D)
the Executive terminates her employment hereunder within 180 days after the
consummation of a Change in Control, the Employers shall pay to the Executive or
her Estate promptly after the event giving rise to such payment occurs an amount
equal to the sum of (x) (1) the Executive's Base Salary (as defined herein)
accrued through the date of termination of the Executive's employment hereunder,
(2) any amount in respect of excise taxes required to be paid to the Executive
pursuant to paragraph 2(f) hereof and (3) the present value of all other rights
and benefits available to the Executive under employee compensation and benefit
arrangements of Regent or the Bank in which the Executive was a participant on
the effective date of termination, determined in accordance with the terms and
conditions of such arrangements, with such payments, rights and benefits
described in clauses (x)(1), (x)(2) and (x)(3) hereof being collectively
referred to herein as the "Accrued Obligations" and (y) a severance payment
equal to 2.99 times the sum of (1) the Executive's annual Base Salary as of the
effective date of termination of the Executive's employment hereunder and (2)
the amount of any discretionary bonus paid by the Employers to the Executive
pursuant to paragraph 3(c) hereof within the 12 months preceding the effective
date of the termination of the Executive's employment hereunder.
(ii) If (A) the Employers terminate the Executive's employment
hereunder for any reason other than for Cause effective as of a date that is not
within a Change in Control Period or (B) the Executive terminates her employment
hereunder for Good Reason effective as of a date that is not within a Change in
Control Period, the Employers shall pay the Executive an amount equal to the sum
of (x) the Accrued Obligations, (y) the amount of Base Salary the Executive
would have received had she remained employed hereunder during the period (the
"Subsequent Period") from the date of her termination through the later of April
13, 2000 if such termination occurs during the first two years of the Initial
Term or the first April 13 occurring at least 90 days after the date of such
termination if such termination occurs after the first two years of the Initial
Term and (z) an amount equal to the aggregate premiums that would be payable by
the Executive to maintain in effect throughout the Subsequent Period (assuming
no increase in insurance premium rates) the same medical, health, disability and
life insurance coverage provided to the Executive by the Employers immediately
prior to the date of such termination.
(iii) If (A) the Employers terminate the Executive's employment
hereunder for Cause, (B) the Executive terminates her employment hereunder for
any reason other than Good Reason, her death or Permanent Disability or (C)
this Agreement is terminated as a result of
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the death or Permanent Disability of the Executive effective as of a date that
is not within a Change in Control Period, the sole obligation of the Employers
shall be to pay the Accrued Obligations to the Executive.
(f) Excise Taxes. In the event that the independent public
accountants of either of the Employers or the Internal Revenue Service
determines that any payment, coverage or benefit provided to the Executive
pursuant hereto is subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code") or any successor
provision thereof or any interest or penalties incurred by the Executive with
respect to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), the
Employers, within 30 days thereafter, shall pay to the Executive, in addition to
any other payment, coverage or benefit due and owing hereunder, an amount
determined by multiplying the rate of Excise Tax then imposed by Section 4999 by
the amount of the "excess parachute payment" received by the Executive,
determined without regard to any payments made to the Executive pursuant to this
paragraph 2(f), and dividing the product so obtained by the amount obtained by
subtracting the aggregate local, state and federal income and FICA and health
insurance taxes applicable to the receipt by the Executive of the "excess
parachute payment" and taking into account the deductibility for federal income
tax purposes of the payment of state and local income taxes thereon (as affected
by those provisions of the Code which act to reduce the deductibility of
itemized deductions), from the amount obtained by subtracting from 1.00 the rate
of Excise Tax then imposed by Section 4999 of the Code, it being the intention
of the parties hereto that the Executive's net after tax position (after taking
into account any interest or penalties imposed with respect to such taxes) upon
the receipt of the payments provided for by this Agreement be no less
advantageous to the Executive than the net after tax position to the Executive
that would have been obtained had Sections 280G and 4999 of the Code not been
applicable to such payment.
(g) Any notice of termination of this Agreement by the
Employers to the Executive or by the Executive to the Employers shall be given
in accordance with the provisions of paragraph 10 hereof.
(h) The Employers agree to reimburse the Executive for the
reasonable fees and expenses of the Executive's attorneys in connection with
the negotiation and execution of this Agreement and for the reasonable fees and
expenses of the Executive's attorneys and for court and related costs in any
proceeding to enforce the provisions of this Agreement in which the Executive is
successful on the merits.
2. Duties of the Executive. (a) Subject to the ultimate control and
discretion of the Boards, the Executive shall serve in the Position and perform
all duties and services commensurate with the Position. Throughout the Term, the
Executive shall perform all duties reasonably assigned or delegated to her under
the By-laws of the Bank and Regent or from time to time by the Boards consistent
with the Position. Except for travel normally incidental and reasonably
necessary to the business of the Bank and Regent and the duties
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of the Executive hereunder, the duties of the Executive shall be performed in
the greater Philadelphia, Pennsylvania metropolitan area.
(b) The Executive shall devote substantially all of the
Executive's business time and attention to the performance of the Executive's
duties hereunder and, during the term of her employment hereunder, the Executive
shall not engage in any other business enterprise which requires any significant
amount of the Executive's personal time or attention, unless granted the prior
permission of the Boards. The foregoing provision shall not prevent the
Executive's purchase, ownership or sale of any interest in, or the Executive's
engaging (but not to exceed an average of five hours per week) in, any business
which does not compete with the business of the Bank or Regent, the Executive's
taking actions permitted by paragraph 6(b) hereof or the Executive's involvement
in charitable or community activities, provided, that the time and attention
which the Executive devotes to such business and charitable or community
activities does not materially interfere with the performance of her duties
hereunder and that a material portion of the time devoted by the Executive to
charitable or community activities are devoted to charitable or community
activities within the Bank's market area.
(c) The Executive shall be entitled to 25 days of vacation
leave during each calendar year with full compensation, and to be taken at such
time or times, as the Executive and the Bank shall mutually determine. Unused
days of vacation may not be carried over from year to year or received in cash.
3. Compensation. For all services to be rendered by the Executive
hereunder:
(a) Base Salary. The Employers shall pay the Executive a base
salary (the "Base Salary") at an annual rate of One Hundred Ten Thousand Dollars
($110,000) during the Term, plus such other compensation as may, from time to
time, be determined by the Employers. The Employers shall review the Executive's
Base Salary at least annually, at which time the Executive's Base Salary may be
maintained or increased as the Employers reasonably determine as appropriate in
their sole discretion. Such salary and other compensation shall be payable in
accordance with the Employers' normal payroll practices as in effect from time
to time.
(b) Additional Compensation. In addition to the base salary
stated in paragraph 3(a) hereof, upon the execution of this Agreement, the
Employers shall pay to the Executive additional cash compensation in the amount
of $25,000 (the "Additional Compensation"). If the Executive voluntarily
terminates her employment with the Employers during the first year of the
Initial Term otherwise than because of Good Reason, a Change in Control or the
Executive's death or Permanent Disability, the Executive or her estate, as the
case may be, shall pay to the Employers not later than 30 days after the date of
such termination, an amount equal to the product of (i) the amount of the
Additional Compensation, as reduced by all federal, state and local income and
employment taxes paid or payable on the
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Additional Compensation by or on behalf of the Executive and (ii) a fraction,
the numerator of which is the number of days between the day after such
termination and the date which is one year after the date hereof, and the
denominator of which is 365. If the Employers terminate the Executive's
employment hereunder for Cause during the First Year, not later than 30 days
after the date of such termination, the Executive shall pay to the Employers
the full amount of such Additional Compensation.
(c) Annual Incentive Bonus Review. Commencing with the year
ended December 31, 1997 and for each year thereafter during the Term, the
Employers shall conduct an annual bonus review (a "bonus review") during the
three-month period following such year end, for the purpose of determining the
extent to which, if any, the Executive is entitled to a bonus for the services
performed during the preceding year. Such bonus review shall include, among
other relevant factors, the Employers' evaluation of whether the Executive has
met such goals as may be established for such year by mutual agreement of the
Employers and the Executive. The amount of bonus, if any, shall be determined in
the exclusive discretion of the Employers, and, if the Employers determine in
their discretion to pay a bonus, the bonus shall be paid not later than the last
day of such review period. In the event this Agreement is terminated by the
Employers for any reason other than Cause or by the Executive for any reason
other than Good Reason, her death or Permanent Disability prior to December 31
in any calendar year, the Employers shall conduct a bonus review within 90 days
after such review in which any performance goals for such year shall be
appropriately prorated.
(d) Stock Options. Upon the Effective Date, Regent shall grant
the Executive options, which shall be non-qualified stock options, to purchase
an aggregate of 25,000 shares of Regent's Common Stock exercisable at $6.75 per
share. Such options shall have the following principal terms:
(i) Such options shall be exercisable for a period
of five years from the date hereof in installments as follows:
(a) 8,333 shares on or after the first
anniversary of the Effective Date;
(b) 8,333 shares on or after the second
anniversary of the Effective Date; and
(c) 8,334 shares on or after the tenth
business day preceding the third anniversary of the Effective Date;
(ii) the options shall become immediately
exercisable and remain exercisable for the remainder of their term in the event
of (A) a Change in Control, (B) a termination of this Agreement by the Employers
without Cause or (C) a termination of this Agreement by the Executive for Good
Reason;
(iii) the options shall terminate immediately in the
event of a termination of this Agreement by the Employers for Cause
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or (B) a termination of this Agreement by the Executive without Good
Reason;
(iv) the options shall remain exercisable until the
earlier of the expiration of their term or three years after the termination of
this Agreement by the Employers because of the Executive's death or Permanent
Disability and the options shall become immediately exercisable if such
termination occurs during the 270 days preceding consummation of a Change in
Control;
(v) the options shall be transferable by gift to
members of the Executive's family or to entities controlled by such
family members or by will or by the laws of descent and distribution;
(vi) the options shall be subject to customary
anti-dilution adjustments as to the exercise price and the number of shares
purchasable in the event Regent issues its Common Stock at a price less than the
then prevailing market value thereof, as determined by Xxxxx, Xxxxxxxx & Xxxxx,
Inc.;
(vii) if Regent adopts an option plan for its
employees that provides for terms more favorable to the optionees thereunder
than the terms of the options to be granted to the Executive, then, in such
event, the terms of the options to be granted to the Executive shall be amended
so that the terms thereof incorporate such more favorable terms of such option
plan; and
(viii) promptly following the grant of the options
contemplated hereby to the Executive, Regent shall file a Form S-8 registration
statement with respect thereto with the Securities and Exchange Commission and
shall use its best efforts to cause such registration statement to remain
effective for as long as any of the options granted to the Executive remain
exercisable or shares underlying such options are owned by the Executive.
(e) Relocation Expenses. In connection with the Executive's
relocation from Weston, Connecticut to the Philadelphia, Pennsylvania area, the
Employers agree (i) to reimburse the Executive for the period from the
Executive's commencement of employment hereunder until the Executive's move to
the Philadelphia, Pennsylvania area for the costs of a housekeeping suite at
the Warwick Hotel in Philadelphia, Pennsylvania and one parking space at 0000
Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx and (ii) to pay the Executive $1,200
per month for each of the first three months of the Executive's employment
hereunder as reimbursement for expenses to be incurred for travel between
Weston, Connecticut and Philadelphia, Pennsylvania. The Employers also agree to
reimburse the Executive on a tax-adjusted basis for the expenses reasonably
incurred by the Executive in relocating her principal residence from Weston,
Connecticut to the Philadelphia, Pennsylvania area, including the closing costs
of selling the Executive's residence in Weston, Connecticut, moving expenses for
the Executive's household effects, animals and automobiles and the closing costs
of purchasing a residence in the Philadelphia, Pennsylvania area provided,
however, that if the Executive leaves the employ of the Employers during the
first year of
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the Executive's employment hereunder for other than Good Reason, the Executive's
death or Permanent Disability or the Executive's employment hereunder is
terminated by the Employers without Cause, the Executive shall, not later than
30 days after the Executive's leaving, reimburse the Employers for the
unamortized portion of such relocation expenses using a straight-line
amortization schedule.
(f) Automobile Allowance. Commencing on July 1, 1997, and
on the first day of each month thereafter during the Term, the Employers shall
provide the Executive with a monthly car allowance in the amount of $500.
(g) Other Benefits. From and after the date hereof and
throughout the Term, the compensation provided for in this paragraph 3 shall be
in addition to such rights as the Executive may have, during the Executive's
employment hereunder or thereafter, to participate in and receive benefits from
or under any benefit plans the Employers may in their discretion establish for
their employees or executives.
4. Expenses. The Employers shall promptly reimburse the Executive for
all reasonable expenses paid or incurred by the Executive in connection with the
performance of the Executive's duties and responsibilities hereunder, upon
presentation of expense vouchers or other appropriate documentation therefor.
5. Indemnification. The Employers shall indemnify the Executive, to
the fullest extent permitted by law, for any and all liabilities to which the
Executive or her Estate may be subject as a result of, in connection with or
arising out of her service as an employee, an officer or a director of the
Employers hereunder or her service as an employee, officer or director of
another enterprise at the request of Regent or the Bank, as well as the costs
and expenses (including attorneys' fees) of any legal action brought or
threatened to be brought against her or the Employers as a result of, in
connection with or arising out of such employment. The Employers will advance
professional fees and disbursements to the Executive in connection with any such
legal action, provided the Executive delivers to the Employers her undertaking
to repay any expenses so advanced in the event it is ultimately determined that
the Executive is not entitled to indemnification against such expenses. Expenses
reasonably incurred by the Executive in successfully establishing the right to
indemnification or advancement of expenses, in whole or in part, pursuant to
this paragraph 5, shall also be indemnified by the Employers. The Executive
shall be entitled to the full protection of any insurance policies which the
Employers may elect to maintain generally for the benefit of their respective
directors and officers. The rights granted under this paragraph 5 shall survive
the termination of this Agreement.
6. Confidential Information. (a) The Executive understands
that in the course of her employment by the Employers, the Executive will
receive confidential information concerning the business of the Employers, and
which the Employers desire to protect. The Executive agrees that she will not at
any time during or after the period of
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her employment by the Employers reveal to anyone outside the Bank or Regent, or
use for her own benefit, any such information that has been designated as
confidential by the Employers or understood by the Executive to be confidential,
without specific written authorization by the Employers. Upon termination of
this Agreement and if requested by the Employers, the Executive shall promptly
deliver to the Employers any and all written materials, records and documents,
including all copies thereof, made by the Executive or coming into her
possession during the Term and retained by the Executive containing or
concerning confidential information of the Employers and all other written
materials furnished to and retained by the Executive by the Employers for her
use during the Term, including all copies thereof, whether of a confidential
nature or otherwise.
(b) During the Executive's employment with the Employers, the
Executive shall not be engaged as an officer, director or employee of, or in
any way be associated in a management or ownership capacity with, any
corporation or other entity that has its corporate headquarters within a 00-xxxx
xxxxxx xx Xxxxxxxxxxxx, Xxxxxxxxxxxx and conducts a business in competition with
the business of the Bank or Regent during the Term, provided, however, that the
Executive may own not more than 4.99% of the outstanding securities, or
equivalent equity interests, of any class of any corporation or other entity
which is in competition with the business of the Bank or Regent, which
securities are listed on a national securities exchange or traded in the
over-the-counter market.
7. Representation and Warranty of the Executive. The Executive
represents and warrants that she is not under any obligation, contractual or
otherwise, to any other firm or corporation, which would prevent her entry into
the employ of the Employers or her performance of the terms of this Agreement.
8. Entire Agreement; Amendment. This Agreement contains the
entire agreement between the Employers and the Executive with respect to the
subject matter hereof, and may not be amended, waived, changed, modified or
discharged except by an instrument in writing executed by the parties hereto.
9. Assignability. The services of the Executive hereunder are personal
in nature, and neither this Agreement nor the rights or obligations of the
Employers hereunder may be assigned by the Employers, whether by operation of
law or otherwise, without the Executive's prior written consent. This Agreement
shall be binding upon, and inure to the benefit of, the Employers and their
permitted successors and assigns hereunder. This Agreement shall not be
assignable by the Executive, but shall inure to the benefit of the Executive's
heirs, executors, administrators and legal representatives.
10. Notice. Any notice which may be given hereunder shall be
in writing and be deemed given when hand delivered and acknowledged or, if
mailed, one day after mailing by registered or certified mail, return receipt
requested, to either party hereto at their respective addresses stated above, or
at such other address as either party may
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by similar notice designate, provided that a photocopy of such notice is
dispatched at the same time as the notice is mailed. Copies of such notices also
shall be sent to the Employers' counsel, attention: Xxxxxxxxx X. Xxxxxx, Esq.,
Duane, Morris & Heckscher LLP, 0000 Xxx Xxxxxxx Xxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000 (telecopier no.: 215-979-1213) and to the Executive's
counsel, attention: Xxxxx X. Xxxxxxxxx, Esq., Xxxxxxxxxx, Sandler, Kohl, Xxxxxx
& Xxxxxx, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000-0000 (telecopier no.:
201-992-5820), as the case may be.
11. Specific Performance. The parties agree that irreparable damage
would occur in the event that any of the provisions of paragraph 6 hereof were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of paragraph 6 hereof and to
enforce specifically the terms and provisions of paragraph 6 hereof, this being
in addition to any other remedy to which any party is entitled at law or in
equity.
12. No Third Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended to confer upon any person or entity other than the parties
(and the Executive's heirs, executors, administrators and legal representatives
and the permitted transferees of the options to be granted to the Executive) any
rights or remedies of any nature under or by reason of this Agreement.
13. Successor Liability. The Employers shall require any subsequent
successor, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all of the business and/or assets of the
Employers to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Employers would be required to perform it
if no such succession had taken place.
14. Mitigation. The Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise, nor shall the amount of any payment or benefit provided for in
this Agreement be reduced by any compensation earned by the Executive as the
result of employment by another employer or by retirement benefits payable after
the termination of this Agreement, except that the Employers shall not be
required to provide the Executive and her eligible dependents with medical
insurance coverage as long as the Executive and her eligible dependents are
receiving comparable medical insurance coverage from another employer.
15. Arbitration. Any dispute which may arise between the parties hereto
related to this Agreement shall be submitted to binding arbitration in
accordance with the Rules of the American Arbitration Association; provided that
any such dispute shall first be submitted to the Boards in an effort to resolve
such dispute without resort to arbitration, and provided, further, that the
Boards shall have a period of 60 days within which to respond to Executive's
submitted dispute, and if the Boards fail to respond within said
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time, or the Executive's dispute is not resolved, the matter may then be
submitted for arbitration.
16. Waiver of Breach. The failure at any time to enforce or exercise
any right under any of the provisions of this Agreement or to require at any
time performance by the other parties of any of the provisions hereof shall in
no way be construed to be a waiver of such provisions or to affect either the
validity of this Agreement or any part hereof, or the right of any party
hereafter to enforce or exercise its rights under each and every provision in
accordance with the terms of this Agreement.
17. No Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to
execution, attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null, void and of no effect; provided, however, that nothing in this
paragraph 17 shall preclude the assumption of such rights by executors,
administrators or other legal representatives of the Executive or her estate and
their assigning any rights hereunder to the person or persons entitled hereto.
18. Severability. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or other provision
hereof shall in no way affect the validity or enforceability of any other
provision, or any part thereof, but this Agreement shall be construed as if such
invalid or unenforceable term, phrase, clause, paragraph, restriction, covenant,
agreement or other provision had never been contained herein unless the deletion
of such term, phrase, clause, paragraph, restriction, covenant, agreement or
other provision would result in such a material change as to cause the covenants
and agreements contained herein to be unreasonable or would materially and
adversely frustrate the objectives of the parties as expressed in this
Agreement.
19. Survival of Benefits. Any provision of this Agreement which
provides a benefit to the Executive and which by the express terms hereof does
not terminate upon the expiration of the Term shall survive the expiration of
the Term and shall remain binding upon the Employers until such time as such
benefits are paid in full to the Executive or her Estate.
20. Construction. This Agreement shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Pennsylvania, without
giving effect to principles of conflict of laws. All headings in this Agreement
have been inserted solely for convenience of reference only, are not to be
considered a part of this Agreement and shall not affect the interpretation of
any of the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
REGENT BANCSHARES CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxx, President
and Chief Executive Officer
REGENT NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxx, Chairman
and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx
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