Contract
Exhibit
10.1
The
form
of Agreement contains blanks where the multiple of the executive’s base amount
and the term of continued benefits provided under the Agreement vary for certain
executives. The executive officers who entered into the Agreement, the multiple
of the executive’s base amount and the term of continued benefits provided under
the Agreement are listed in the following chart:
Number
of Times Base Amount
|
Term
of Continued Benefits
|
|
Executive
Officer
|
(Section
4 a)
|
(Section
4 b & c)
|
Xxxx
X. Xxxxxx
|
||
Chairman
and Chief Executive Officer of the Bancorp and the Bank
|
3
times
|
36
months
|
Xxxx
X. Xxxxxxx
|
||
President
and Chief Operating Officer of the Bancorp and the Bank
|
3
times
|
36
months
|
Xxxxx
X. Xxxxxxx
|
||
Executive
Vice President, Secretary, Treasurer and
|
||
Chief
Financial Officer of the Bancorp and the Bank
|
2
times
|
24
months
|
Xxxxx
X. Xxxxxx
|
||
Executive
Vice President of Wealth Management
|
||
of
the Bancorp and the Bank
|
2
times
|
24
months
|
Xxxxxxx
X. Xxxxxxxx
|
||
Executive
Vice President - Retail Lending of the Bank
|
2
times
|
24
months
|
B.
Xxxxxxx Xxxx, Xx.
|
||
Executive
Vice President - Corporate Sales, Planning and
|
||
Delivery
of the Bank
|
2
times
|
24
months
|
Xxxxxx
X. Xxxxxxx
|
||
Senior
Vice President - Chief Compliance Officer and
|
||
Director
of Community Affairs of the Bank
|
1
time
|
12
months
|
Xxxxxx
X. Xxxxxx
|
||
Senior
Vice President - Human Resources of the Bank
|
1
time
|
12
months
|
Xxxxxxxxx
X. Xxxxx
|
||
Senior
Vice President - Marketing of the Bank
|
1
time
|
12
months
|
Xxxxxxx
X. Xxxxxx
|
||
Senior
Vice President - Credit Administration of the Bank
|
1
time
|
12
months
|
Xxxxxxx
X. Xxxxxx
|
||
Senior
Vice President - Operations and Technology of the Bank
|
1
time
|
12
months
|
Xxxxx
X. Xxxxx
|
||
Senior
Vice President and Chief Credit Officer of the Bank
|
1
time
|
12
months
|
Executive
Severance Agreement
AGREEMENT
made as of this _____st
day of
_____________, ______
by and
among Washington Trust Bancorp, Inc., a Rhode Island corporation with its
principal place of business in Westerly, Rhode Island (the "Corporation"),
The
Washington Trust Company of Westerly, a Rhode Island banking corporation with
its principal place of business in Westerly, Rhode Island (the "Bank") and
_____________________
(the
"Executive"), an individual presently employed as an executive of the Bank.
This
agreement supercedes and fully replaces any previous executive severance
agreement.
1. Purpose.
The
Corporation considers it essential to the best interests of its stockholders
to
xxxxxx the continuous employment of key management personnel employed by the
Bank. The Board of Directors of the Corporation (the "Board") recognizes,
however, that, as is the case with many publicly held corporations, the
possibility of a Change in Control (as defined in Section 2 hereof)
exists
and that such possibility, and the uncertainty and questions which it may raise
among management, may result in the departure or distraction of management
personnel to the detriment of the Corporation and its stockholders. Therefore,
the Board has determined that appropriate steps should be taken to reinforce
and
encourage the continued attention and dedication of members of the Corporation
and the Bank's management, including the Executive, to their assigned duties
without distraction in the face of potentially disturbing circumstances arising
from the possibility of a Change in Control. Nothing in this Agreement shall
be
construed as creating an express or implied contract of employment and, except
as otherwise agreed in writing between the Executive and the Corporation and/or
the Bank, the Executive shall not have any right to be retained in the employ
of
the Corporation and/or the Bank.
2. Change
in Control.
For
purposes of this Plan, a "Change in Control" shall mean the occurrence of any
one of the following events:
(a) The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of the then outstanding
shares of common stock of the Corporation (the "Outstanding Corporation Common
Stock"); provided,
however,
that
any acquisition by the Corporation or its subsidiaries, or any employee benefit
plan (or related trust) of the Corporation or its subsidiaries of 20% or more
of
Outstanding Corporation Common Stock shall not constitute a Change in Control;
and provided,
further,
that
any acquisition by a corporation with respect to which, following such
acquisition, more than 50% of the then outstanding shares of common stock of
such corporation, is then beneficially owned, directly or indirectly, by all
or
substantially all of the individuals and entities who were the beneficial owners
of the Outstanding Corporation Common Stock immediately prior to such
acquisition in substantially the same proportion as their ownership, immediately
prior to such acquisition, of the Outstanding Corporation Common Stock, shall
not constitute a Change in Control; or
(b) Individuals
who, as of the date of this Agreement, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board,
provided that any individual becoming a director subsequent to the date of
this
Agreement whose election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with either an actual or threatened election contest (as such terms are used
in
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of
a
person other than the Board; or
(c) Consummation
by the Corporation of (i) a reorganization, merger or consolidation, in each
case, with respect to which all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Corporation Common
Stock immediately prior to such reorganization, merger or consolidation do
not,
following such reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 40% of the then outstanding shares of common
stock of the corporation resulting from such a reorganization, merger or
consolidation; (ii) a reorganization, merger or consolidation, in each case,
(A)
with respect to which all or substantially all of the individuals and entities
who were the beneficial owners of the Outstanding Corporation Common Stock
immediately prior to such reorganization, merger or consolidation, following
such reorganization, merger or consolidation, beneficially own, directly or
indirectly, more than 40% but less than 50% of the then outstanding shares
of
common stock of the corporation resulting from such a reorganization, merger
or
consolidation, (B) at least a majority of the directors then constituting the
Incumbent Board do not approve the transaction and do not designate the
transaction as not constituting a Change in Control, and (C) following the
transaction members of the then Incumbent Board do not continue to comprise
at
least a majority of the Board; or (iii) the sale or other disposition of all
or
substantially all of the assets of the Corporation, excluding a sale or other
disposition of assets to a subsidiary of the Corporation; or
(d) Consummation
by the Bank of (i) a reorganization, merger or consolidation, in each case,
with
respect to which, following such reorganization, merger or consolidation, the
Corporation does not beneficially own, directly or indirectly, more than 50%
of
the then outstanding shares of common stock of the corporation or bank resulting
from such a reorganization, merger or consolidation or (ii) the sale or other
disposition of all or substantially all of the assets of the Bank, excluding
a
sale or other disposition of assets to the Corporation or a subsidiary of the
Corporation.
3. Terminating
Event.
A
"Terminating Event" shall mean any of the events provided in this Section 3
occurring:
(a) within
13
months following a Change in Control, termination by the Corporation and/or
the
Bank of the employment of the Executive with the Corporation and/or the Bank
for
any reason other than for Cause or the death or disability (as determined under
the Corporation's and/or the Bank's then existing long-term disability coverage)
of the Executive. "Cause" shall mean, and shall be limited to, the occurrence
of
any one or more of the following events:
(i) a
willful
act of dishonesty by the Executive with respect to any material matter involving
the Corporation and/or the Bank; or
(ii) the
commission by or indictment of the Executive for (A) a felony or (B) any
misdemeanor involving moral turpitude, deceit, dishonesty or fraud
(“indictment,” for these purposes, means an indictment, probable cause hearing
or any other procedure pursuant to which an initial determination of probable
or
reasonable cause with respect to such offense is made);
(iii) the
gross
or willful failure by the Executive (other than any such failure after the
Executive gives notice of termination for Good Reason) to substantially perform
the Executive's duties with the Corporation and/or the Bank and the continuation
of such failure for a period of 30 days after delivery by the Corporation and/or
the Bank to the Executive of written notice specifying the scope and nature
of
such failure and their intention to terminate the Executive for Cause.
A
Terminating Event shall not be deemed to have occurred pursuant to this
Section 3(a) solely as a result of the Executive being an employee of
any
direct or indirect successor to the business or assets of the Corporation and/or
the Bank, rather than continuing as an employee of the Corporation and/or the
Bank following a Change in Control. In any proceeding, judicial or otherwise,
the Corporation and/or the Bank shall have the burden of proving by clear and
convincing evidence that the termination of employment was for "Cause." For
purposes of clauses (i) and (iii) of this Section 3(a),
no act,
or failure to act, on the Executive's part shall be deemed "willful" unless
done, or omitted to be done, by the Executive without reasonable belief that
the
Executive's act, or failure to act, was in the best interest of the Corporation
and/or the Bank; or
(b) within
12
months following a Change in Control, termination by the Executive of the
Executive's employment with the Corporation and/or the Bank for Good Reason.
"Good Reason" shall mean the occurrence of any of the following
events:
(i) a
substantial adverse change, not consented to by the Executive, in the nature
or
scope of the Executive's responsibilities, authorities, powers, position,
functions, or duties from the responsibilities, authorities, powers, position,
functions, or duties exercised by the Executive immediately prior to the Change
in Control; or
(ii) a
reduction in the Executive's annual base salary as in effect on the date hereof
or as the same may be increased from time to time except for across-the-board
salary reductions similarly affecting all or substantially all management
employees; or
(iii) the
failure by the Corporation and/or the Bank to pay to the Executive any portion
of his compensation or to pay to the Executive any portion of an installment
of
deferred compensation under any deferred compensation program of the Corporation
and/or the Bank within 15 days of the date such compensation is due without
prior written consent of the Executive; or
(iv) the
relocation of the Corporation's and/or the Bank's offices at which the Executive
is principally employed immediately prior to the date of a Change in Control
to
a location more than 50 miles from such offices, or the requirement by the
Corporation and/or the Bank for the Executive to be based anywhere other than
the Corporation's and/or the Bank's offices at such location, except for
required travel on the Corporation's and/or the Bank's business to an extent
substantially consistent with the Executive's business travel obligations
immediately prior to the Change in Control;
(v) the
failure by the Corporation and/or the Bank to (A) continue in effect any
material compensation or benefit plan or program (including, without limitation,
any life insurance, medical, health and accident or disability plan and any
vacation program or policy) in which the Executive participates or which is
applicable to the Executive immediately prior to the Change in Control, unless
an equitable arrangement (embodied in an ongoing substitute or alternate plan)
has been made with respect to such plan or program, or (B) continue the
Executive's participation therein (or in such substitute or alternate plan)
on a
basis not materially less favorable, both in terms of the amount of benefits
provided and the level of the Executive's participation relative to other
participants, than the basis existing immediately prior to the Change in
Control; or
(vi) the
failure by the Corporation and/or the Bank to obtain an effective agreement
from
any successor to assume and agree to perform this Agreement, as required by
Section 16; or
(c.) after
12
months following a Change in Control but within 13 months following a Change
in
Control, termination by the Executive of the Executive's employment with the
Corporation and/or the Bank for any reason or for no reason.
(d.) during
the period of time after the date that the Corporation and/or the Bank enters
into a definitive agreement (a “Definitive Agreement”) to consummate a
transaction substantially similar to a transaction described in Section 2(c)
or
2(d) hereof, and before the consummation of such transaction, termination by
the
Corporation and/or the Bank of the employment of the Executive with the
Corporation and/or the Bank for any reason other than for Cause or the death
or
disability (as determined under the Corporation’s and/or the Bank’s then
existing long-term disability coverage) of the Executive, provided, however,
that such termination of the Executive’s employment shall only be considered a
Terminating Event if and when the transaction contemplated by the Definitive
Agreement is consummated and a Change in Control has occurred.
4. Special
Termination Payments.
In the
event a Terminating Event occurs,
(a) the
Corporation and/or the Bank shall pay to the Executive an amount equal to the
sum of the following:
(i)
_____
(______)
times
the amount of the then current annual base salary of the Executive, determined
prior to any reductions for pre-tax contributions to a cash or deferred
arrangement, a cafeteria plan, or a deferred compensation plan; and
(ii) _____
(______)
times
the Executive's highest bonus paid in the two years prior to the Change in
Control.
The
foregoing amount shall be paid in one lump sum payment within thirty days after
the Date of Termination; and
(b) the
Corporation and/or the Bank shall continue to provide health, dental and life
insurance to the Executive, on the same terms and conditions as though the
Executive had remained an active employee, for ______ (______) months after
the
Terminating Event;
(c) the
Corporation and/or the Bank shall provide the Executive with _____ (______)
months of additional benefit accrual under the Corporation’s and the Bank's
supplemental retirement plans, but only to the extent the Executive was eligible
to participate in such plan immediately prior to the Change in Control;
and
(d) the
Corporation and/or the Bank shall pay to the Executive all reasonable legal
and
arbitration fees and expenses incurred by the Executive in obtaining or
enforcing any right or benefit provided by this Agreement, except in cases
involving frivolous or bad faith litigation initiated by the
Executive.
5. Additional
Benefits.
(a) Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any compensation, payment or distribution by the Corporation
and/or the Bank
to
or for
the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (the
"Severance Payments"), would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any
interest or penalties are 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"), then the Executive
shall be entitled to receive an additional payment (a "Gross-Up Payment") such
that the net amount retained by the Executive, after deduction of any Excise
Tax
on the Severance Payments, any Federal, state, and local income tax, employment
tax and Excise Tax upon the payment provided by this subsection, and any
interest and/or penalties assessed with respect to such Excise Tax and not
after
the deduction of any other taxes or amounts, shall be equal to the Severance
Payments. (The Gross-Up Payment is not intended to compensate the Executive
for
any income taxes payable with respect to the Severance Payments.)
(b) Subject
to the provisions of Section 5(c), all determinations required to be made under
this Section 5, including whether a Gross-Up Payment is required and the amount
of such Gross-Up Payment, shall be made by a nationally recognized accounting
firm selected by the Corporation and/or the Bank (the "Accounting Firm"), which
shall provide detailed supporting calculations both to the Executive and the
Corporation and/or the Bank within 15 business days of the Date of Termination,
if applicable, or at such earlier time as is reasonably requested by the
Executive or the Corporation and/or the Bank. For purposes of determining the
amount of the Gross-Up Payment, the Executive shall be deemed to pay federal
income taxes at the highest marginal rate of federal income taxation applicable
to individuals for the calendar year in which the Gross-Up Payment is to be
made, and state and local income taxes at the highest marginal rates of
individual taxation in the state and locality of the Executive's residence
on
the Date of Termination, net of the maximum reduction in federal income taxes
which could be obtained from deduction of such state and local taxes. The
initial Gross-Up Payment, if any, as determined pursuant to this Section 5(b),
shall be paid to the Executive within five days of the receipt of the Accounting
Firm's determination. If the Accounting Firm determines that no Excise Tax
is
payable by the Executive, the Corporation and/or the Bank shall furnish the
Executive with an opinion of counsel that failure to report the Excise Tax
on
the Executive's applicable federal income tax return would not result in the
imposition of a negligence or similar penalty. Any determination by the
Accounting Firm shall be binding upon the Executive and the Corporation and/or
the Bank. As a result of the uncertainty in the application of Section 4999
of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Corporation and/or the Bank should have been made (an "Underpayment").
In
the event that the Corporation and/or the Bank exhaust its remedies pursuant
to
Section 5(c) and the Executive thereafter is required to make a payment of
any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred, consistent with the calculations required to be made
hereunder, and any such Underpayment, and any interest and penalties imposed
on
the Underpayment and required to be paid by the Executive in connection with
the
proceedings described in Section 5(c), shall be promptly paid by the Corporation
and/or the Bank to or for the benefit of the Executive.
(c) The
Executive shall notify the Corporation and/or the Bank in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Corporation and/or the Bank of the Gross-Up Payment. Such notification
shall be given as soon as practicable but no later than 10 business days after
the Executive knows of such claim and shall apprise the Corporation and/or
the
Bank of the nature of such claim and the date on which such claim is requested
to be paid. The Executive shall not pay such claim prior to the expiration
of
the 30-day period following the date on which he gives such notice to the
Corporation and/or the Bank (or such shorter period ending on the date that
any
payment of taxes with respect to such
claim
is
due). If the Corporation and/or the Bank notifies the Executive in writing
prior
to the expiration of such period that it desires to contest such claim, provided
that the Corporation and/or the Bank has set aside adequate reserves to cover
the Underpayment and any interest and penalties thereon that may accrue, the
Executive shall:
(i) give
the
Corporation and/or the Bank any information reasonably requested by the
Corporation and/or the Bank relating to such claim,
(ii) take
such
action in connection with contesting such claim as the Corporation and/or the
Bank shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an
attorney selected by the Corporation and/or the Bank,
(iii) cooperate
with the Corporation and/or the Bank in good faith in order effectively to
contest such claim, and
(iv) permit
the Corporation and/or the Bank to participate in any proceedings relating
to
such claim; provided, however, that the Corporation and/or the Bank shall bear
and pay directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall indemnify and
hold
the Executive harmless, on an after-tax basis, for any Excise Tax or income
tax,
including interest and penalties with respect thereto, imposed as a result
of
such representation and payment of costs and expenses. Without limitation on
the
foregoing provisions of this Section 5(c), the Corporation and/or the Bank
shall
control all proceedings taken in connection with such contest and, at its sole
option, may pursue or forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim
and
may, at its sole option, either direct the Executive to pay the tax claimed
and
xxx for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Corporation and/or the Bank shall determine; provided,
however, that if the Corporation and/or the Bank directs the Executive to pay
such claim and xxx for a refund, the Corporation and/or the Bank shall advance
the amount of such payment to the Executive on an interest-free basis and shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax, including interest or penalties with respect thereto,
imposed with respect to such advance or with respect to any imputed income
with
respect to such advance; and further provided that any extension of the statute
of limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due
is
limited solely to such contested amount. Furthermore, the Corporation's and/or
the Bank's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Executive shall
be
entitled to settle or contest, as the case may be, any other issues raised
by
the Internal Revenue Service or any other taxing authority.
(d) If,
after
the receipt by the Executive of an amount advanced by the Corporation and/or
the
Bank pursuant to Section 5(c), the Executive becomes entitled to receive any
refund with respect to such claim, the Executive shall (subject to the
Corporation's and/or the Bank's complying with the requirements of Section
5(c))
promptly pay to the Corporation and/or the Bank the amount of such refund
(together with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by the Executive of an amount advanced by the
Corporation and/or the Bank pursuant to Section 5(c), a determination is made
that the Executive shall not be entitled to any refund with respect to such
claim and the Corporation and/or the Bank
does
not notify the Executive in writing of its intent to contest such denial of
refund prior to the expiration of 30 days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the amount
of such advance shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.
6. Term.
This
Agreement shall take effect on the date first set forth above and shall
terminate upon the earliest of (a) the termination by the Corporation and/or
the
Bank of the employment of the Executive for Cause; (b) the resignation or
termination of the Executive for any reason prior to a Change in Control; or
(c)
the date which is 13 months and 1 day after a Change in Control.
7. Withholding.
All
payments made by the Corporation and/or the Bank under this Agreement shall
be
net of any tax or other amounts required to be withheld by the Corporation
and/or the Bank under applicable law.
8. Notice
and Date of Termination; Disputes; Etc.
(a) Notice
of Termination.
After a
Change in Control and during the term of this Agreement, any purported
termination of the Executive's employment (other than by reason of death) shall
be communicated by written Notice of Termination from one party hereto to the
other party hereto in accordance with this Section 8. For purposes of
this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and the Date
of
Termination. Further, a Notice of Termination for Cause is required to include
a
copy of a resolution duly adopted by the affirmative vote of not less than
two-thirds (2/3) of the entire membership of the Board at a meeting of the
Board
(after reasonable notice to the Executive and an opportunity for the Executive,
accompanied by the Executive's counsel, to be heard before the Board) finding
that, in the good faith opinion of the Board, the termination met the criteria
for Cause set forth in Section 3(a) hereof.
(b) Date
of Termination.
"Date
of Termination," with respect to any purported termination of the Executive's
employment after a Change in Control and during the term of this Agreement,
shall mean the date specified in the Notice of Termination. In the case of
a
termination by the Corporation and/or the Bank other than a termination for
Cause (which may be effective immediately), the Date of Termination shall not
be
less than 30 days after the Notice of Termination is given. In the case of
a
termination by the Executive, the Date of Termination shall not be less than
15
days from the date such Notice of Termination is given. Notwithstanding
Section 3(a) of this Agreement, in the event that the Executive gives
a
Notice of Termination to the Corporation and/or the Bank, the Corporation and/or
the Bank may unilaterally accelerate the Date of Termination and such
acceleration shall not result in a second Terminating Event for purposes of
Section 3(a) of this Agreement.
(c) No
Mitigation.
The
Corporation and/or the Bank agrees that, if the Executive's employment by the
Corporation and/or the Bank is terminated during the term of this Agreement,
the
Executive is not required to seek other employment or to attempt in any way
to
reduce any amounts payable to the Executive by the Corporation and/or the Bank
pursuant to Sections 4 and 5 hereof. Further, the amount of any payment
provided for in this Agreement shall not be reduced by any compensation earned
by the Executive as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Executive
to
the Corporation and/or the Bank, or otherwise.
(d) Settlement
and Arbitration of Disputes.
Any
controversy or claim arising out of or relating to this Agreement or the breach
thereof shall be settled exclusively by arbitration in accordance with the
laws
of the State of Rhode Island by three arbitrators, one of whom shall be
appointed
by the Corporation and/or the Bank, one by the Executive, and the third by
the
first two arbitrators. If the first two arbitrators cannot agree on the
appointment of a third arbitrator, then the third arbitrator shall be appointed
by the American Arbitration Association in Boston, Massachusetts. Such
arbitration shall be conducted in Rhode Island in accordance with the rules
of
the American Arbitration Association for commercial arbitrations, except with
respect to the selection of arbitrators, which shall be as provided in this
Section 8(d). Judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof.
9. Assignment;
Prior Agreements.
Neither
the Corporation, the Bank, nor the Executive may make any assignment of this
Agreement or any interest herein, by operation of law or otherwise, without
the
prior written consent of the other party, and without such consent any attempted
transfer shall be null and void and of no effect. This Agreement shall inure
to
the benefit of and be binding upon the Corporation and the Bank and the
Executive, as well as their respective successors, executors, administrators,
heirs and permitted assigns. In the event of the Executive's death after a
Terminating Event but prior to the completion by the Corporation and/or the
Bank
of all payments due him under Sections 4 and 5 of this Agreement, the
Corporation and/or the Bank shall continue such payments to the Executive's
beneficiary designated in writing to the Corporation and/or the Bank prior
to
his death (or to his estate, if the Executive fails to make such
designation).
10. Enforceability.
If any
portion or provision of this Agreement shall to any extent be declared illegal
or unenforceable by a court of competent jurisdiction, then the remainder of
this Agreement, or the application of such portion or provision in circumstances
other than those as to which it is so declared illegal or unenforceable, shall
not be affected thereby, and each portion and provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
11. Waiver.
No
waiver of any provision hereof shall be effective unless made in writing and
signed by the Executive and such officer as may be specifically designated
by
the Board. The failure of any party to require the performance of any term
or
obligation of this Agreement, or the waiver by any party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or
obligation or be deemed a waiver of any subsequent breach.
12. Notices.
Any
notices, requests, demands, and other communications provided for by this
Agreement shall be sufficient if in writing and delivered in person or sent
by
registered or certified mail, postage prepaid, to the Executive at the last
address the Executive has filed in writing with the Corporation and/or the
Bank,
or to the Corporation and/or the Bank at its main offices, attention of the
Board of Directors, with a copy to the Secretary of the Corporation and/or
the
Bank, or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notice of a change of address
shall be effective only upon receipt.
13. Effect
on Other Plans.
An
election by the Executive to resign after a Change in Control under the
provisions of this Agreement shall not be deemed a voluntary termination of
employment by the Executive for purposes of interpreting the provisions of
any
of the Corporation's and/or the Bank's benefit plans, programs or policies.
Nothing in this Agreement shall be construed to limit the rights of the
Executive under the Corporation's and/or the Bank's benefit plans, programs
or
policies.
14. Amendment.
This
Agreement may be amended or modified only by a written instrument signed by
the
Executive and by a duly authorized representative of the Corporation and/or
the
Bank.
15. Governing
Law.
This
contract shall be construed under and be governed in all respects by the laws
of
the State of Rhode Island.
16. Obligations
of Successors.
The
Corporation and/or the Bank shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Corporation and/or the Bank
to expressly assume and agree to perform this Agreement in the same manner
and
to the same extent that the Corporation and/or the Bank would be required to
perform if no such succession had taken place.
IN
WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by
the
Corporation and the Bank by their duly authorized officers and by the Executive,
as of the date first above written.
WASHINGTON
TRUST BANCORP, INC.
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By:
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Xxxx
X. Xxxxxx
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Chairman
and Chief Executive Officer
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THE
WASHINGTON TRUST COMPANY
OF WESTERLY
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By:
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Xxxx
X. Xxxxxx
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Chairman
and Chief Executive Officer
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Executive
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