Exhibit 10.13
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EMPLOYMENT AGREEMENT
This Agreement is made and entered into as of the 1st day of January,
2005, by and between SOUTHERN CONNECTICUT BANCORP., INC. and its subsidiary, THE
BANK OF SOUTHERN CONNECTICUT, INC., having its principal place of business in
New Haven, Connecticut (hereinafter referred to as the "Employer") and XXXXXXX
X. XXXXXXXX, residing in Guilford, Connecticut (hereinafter referred to as the
"Employee").
W I T N E S S E T H
WHEREAS, the Employee is experienced in the operation and management of
a bank; and
WHEREAS, the Employer desires to secure the services of the Employee on
the terms herein set forth; and
WHEREAS, the Employee is willing to enter into this Agreement on said
terms;
NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, the parties hereto, intending to be legally bound,
do hereby mutually covenant and agree as follows:
1. Employment. The Employer agrees to employ the Employee as President
and Chief Operating Officer of the Employer for the Term of Employment as
defined in Section 2, and the Employee accepts said employment and agrees to
serve in such capacity upon the terms and conditions hereinafter set forth.
2. Term of Employment. The Term of Employment shall commence on January
1, 2005, and shall end on December 31, 2006. The Term of Employment shall be
extended for a third year through December 31, 2007, unless the Employer
notifies the Employee in writing of its desire to terminate the Agreement before
July 1, 2006. Notwithstanding the foregoing, the Term of Employment shall end if
sooner terminated as provided in Section 5.
3. Duties of Employment. The Employee agrees that, so long as he shall
be employed by the Employer, the Employee shall perform all duties assigned or
delegated to him under the by laws of the Employer or from
time to time by the Board of Directors of the Employer consistent with his
position as President and Chief Operating Officer of the Employer or as
designated below, and shall be responsible for and perform all acts and services
customarily associated with such position including the overall management of
the Employer, devoting his full time, best efforts and attention to the
advancement of the interests and business of the Employer. The Employee shall
also serve as a member of the Board of Directors of the Employer. The Employee
shall not be engaged in or concerned with any other duties or pursuits which are
competitive or inconsistent with the interests and business of the Employer. It
is understood that the Employee may have other directorships which may, from
time to time, require minor portions of his time but which shall not interfere
or be inconsistent with his duties hereunder;
PROVIDED, HOWEVER, that each such directorship shall be subject to the approval
of the Board of Directors of the Employer, which approval shall not be
unreasonably withheld. In the event of the retirement or termination for any
reason of the Chief Executive Officer of the Employer, the Employer agrees to
give consideration to selecting the Employee as Chief Executive Officer;
provided, however, that the selection of Chief Executive Officer shall be in the
sole discretion of the Board of Directors of the Employer and nothing herein
shall be construed as requiring the Board of Directors to select the Employee as
the Chief Executive Officer.
4. Compensation. During the Term of Employment, the Employer shall pay
to the Employee as compensation for the services to be rendered by him hereunder
the following:
(a) The Employer shall pay to the Employee a base salary at the
rate of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) from
January 1, 2005 to December 31, 2005. The Employer shall pay
to the Employee a base salary of ONE HUNDRED FIFTY SEVEN
THOUSAND FIVE HUNDRED DOLLARS ($157,500.00) for the calendar
year 2006 and ONE HUNDRED SIXTY SIX THOUSAND DOLLARS
($166,000.00) for the calendar year 2007, if the Agreement is
extended for the third year. Such compensation shall be
payable in accordance with normal payroll practices of the
Employer.
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(b) In addition to the base salary set forth in (a) above, the
Employee shall be entitled to salary increases and other such
merit bonuses reflecting job performance achievements, and/or
such other form(s) of merit compensation, as the Board of
Directors of the Employer may in its discretion determine at
the end of each calendar year(s) during such Term of
Employment. The Board of Directors may establish one or more
individual or corporate goals for each such year, the
achievement of which may be made a condition to the payment of
such additional compensation to the Employee. Such goals shall
include the value of the stock of Southern Connecticut
Bancorp., Inc. and the examination rating of the bank among
other factors. Any such additional goals shall be communicated
to the Employee and shall be stated to be a condition to
payment of such additional compensation.
(c) At the end of each month during the term of this Agreement,
the Employer shall reimburse the Employee for reasonable and
business related travel and entertainment expenses, bank
related education, other ordinary business expenses and
convention expenses incurred by Employee in the course of
performing his duties for the Employer hereunder.
(d) The Employer shall provide group life insurance, comprehensive
health insurance and Major Medical coverage for the Employee
comparable to such coverage provided for officers of the
Employer generally. The Employee shall be eligible to
participate in any profit sharing plan or Section 401(k) plan
of the Employer in accordance with the terms thereof.
(e) The Employer shall pay for the lease payments not in excess of
$650 per month, insurance and personal property tax on the
Employee's car and for all other reasonable car expenses
related to the business activities of the Employer.
(f) The Employer shall pay the monthly membership fee of the
Employee at the Quinnipiack Club in New Haven, Connecticut.
5. Termination of Employment.
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(a) The Employer shall have the right to terminate this Agreement
upon the occurrence of any one of the following events:
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(1) The Employee's conviction of a felony or any other
crime involving the Employee's morals or honesty.
(2) Dereliction in the performance of the Employee's
duties hereunder.
(3) Failure of the Employee to adhere to the policies set
forth by the Board of Directors of the Employer.
(4) Failure of the Employee to qualify for a bond.
(5) Death, total disability, or drug abuse or alcoholism,
which prevents the Employee from performing his
functions under this Agreement.
(b) In the event the Employee's position as President and Chief
Operating Officer shall end or the Employee's responsibilities
shall be significantly reduced as a result of a "Business
Combination", (1) the Employer shall pay the Employee a lump
sum payment of an amount equal to three times the total of his
current base annual compensation plus the amount of his bonus
for the prior calendar year. Such payment shall be in addition
to any compensation otherwise due the Employee under the
following subparagraph (c) or any other provision of this
Agreement; and (2) all of the Employee's stock options
previously granted to the Employee by the Employer shall
immediately become fully vested. A "Business Combination" for
purposes of this Agreement shall be defined as the sale by the
Employer of all or substantially all of its assets, the
acquisition of fifty-one percent (51%) of the Employer's
outstanding voting stock, or the merger of the Employer with
another corporation as a result of which the Employer is not
the surviving entity.
(c) In the event of a termination of employment of the Employee by
the Employer (including a termination under subparagraph 5(b)
above) other than a termination stated in subparagraph 5(a),
the Employee shall be entitled to his compensation benefits
under subparagraph 4(a) of this Agreement for the balance of
the unexpired term of employment as such term exists
immediately before such termination to be paid ratably over
the balance of said term.
In the event of a termination under this Section 5, the Employee shall
not be entitled to any compensation and benefits under this Agreement after such
termination other than any benefits which have accrued and are unpaid upon the
date of termination.
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6. Vacation. During the Term of Employment, the Employee shall be
entitled each year to a vacation of at least three (3) weeks, and during such
time his compensation shall be paid in full. The period of vacation selected
each year shall be with approval of the Employer and the Chief Executive
Officer. Vacation time which is not taken by the Employee in any year may not be
accumulated or carried over from year to year. The Employee shall be entitled to
be paid for any accrued vacation time after termination of the Employee's
employment hereunder for the year of the Employee's termination. Normal bank
holidays, seminars or convention attendance, teaching at banking schools or
speaking engagements shall not be considered as part of the Employee's vacation
period. The Employee shall comply with any banking regulations relating to the
scheduling of vacation time.
7. Incentive Stock Options. No further incentive stock options
("ISO's") within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, to purchase common stock in Southern Connecticut Bancorp, Inc.
under the stock option plan adopted for employees of the Employer have been
promised the Employee. Any further grant of stock options shall be in the sole
and absolute discretion of the Board of Directors of the Employer based upon
criteria to be established by the Board of Directors
8. Notices. All notices under this Agreement shall be in writing and
shall be deemed effective when delivered in person to the Employee or to the
Secretary of the Employer and Xxxxx Xxxxxx, or if mailed, postage prepaid,
registered or certified mail, addressed, in the case of the Employee, to his
last known address as carried on the personnel records of the Employer, and, in
the case of the Employer, to the corporate headquarters, attention of the
Secretary and to Xxxxx Xxxxxx at his place of business, or to such other address
as the party to be notified may specify by notice to the other party.
9. Successors and Assigns. The rights and obligations of the Employer
under this Agreement shall inure to the benefit of and shall be binding (except
as to the positions and duties of the Employee) upon the successors and assigns
of the Employer, including, without limitation, any corporation, individual or
other person or entity which may acquire all or substantially all of the assets
and business of Employer, or of any division of the Employer for which the
Employee has primary management responsibility, or with or into which
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the Employer may be consolidated or merged or any surviving corporation in any
merger involving the Employer.
10. Arbitration. Any dispute which may arise between the parties hereto
shall be submitted to binding arbitration in New Haven, Connecticut, in
accordance with the Rules of the American Arbitration Association provided that
any such dispute shall first be submitted to the Employer's Board of Directors
in an effort to resolve such dispute without resort to arbitration. Each party
shall designate an arbitrator and the two arbitrators shall designate a third
arbitrator. The three arbitrators shall decide each dispute. In any dispute
which is submitted to arbitration, the arbitration costs and attorney's fees of
the prevailing party shall be paid by the other party.
11. Severability. If any of the terms or conditions of this Agreement
shall be declared void or unenforceable by any court or administrative body of
competent jurisdiction, such term or condition shall be deemed severable from
the remainder of this Agreement, and the other terms and conditions of this
Agreement shall continue to be valid and enforceable.
12. Construction. This Agreement shall be construed under the laws of
the State of Connecticut. Words of the masculine gender mean and include
correlative words of the feminine gender. Section headings are for convenience
only and shall not be considered a part of the terms and provisions of the
Agreement.
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IN WITNESS WHEREOF, Employer has caused this Agreement to be executed
by a duly authorized officer and Employee has hereunto set his hand, the day
first above written.
Witnesses: EMPLOYER:
SOUTHERN CONNECTICUT BANCORP, INC.
THE BANK OF SOUTHERN CONNECTICUT, INC.
/S/ Xxxxx X. Xxxxx By /S/ Xxxxx Xxxxxx
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XXXXX XXXXXX
Its Vice Chairman
EMPLOYEE:
/S/ Xxxxx X. Xxxxx /S/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
0
XXXXX XX XXXXXXXXXXX )
) ss.: New Haven
COUNTY OF NEW HAVEN )
On this the 20th day of January, 2005,
before me, the undersigned officer, personally appeared XXXXX XXXXXX, known to
me (or satisfactorily proven) to be the person whose name subscribed to the
within instrument and acknowledged that he executed the same for the purposes
therein contained, as his free act and deed.
/S/ Xxxxxxxxx X. Xxxxxx
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Commissioner of the Superior Court/
Notary Public
STATE OF CONNECTICUT )
) ss.: New Haven
COUNTY OF NEW HAVEN )
On this the 20th day of January, 2005,
before me, the undersigned officer, personally appeared XXXXXXX X. XXXXXXXX,
known to me (or satisfactorily proven) to be the person whose name subscribed to
the within instrument and acknowledged that he executed the same for the
purposes therein contained, as his free act and deed.
/S/ Xxxxxxxxx X. Xxxxxx
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Commissioner of the Superior Court/
Notary Public
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