Exhibit 10.14
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is between Bank Rhode
Island, a financial institution organized under the laws of the State of
Rhode Island with its executive offices located at Xxx Xxxxx Xxxx Xxxxx,
Xxxxxxxxxx, Xxxxx Xxxxxx 00000 (the "Bank"), Bancorp Rhode Island, Inc., a
corporation organized under the laws of the State of Rhode Island and sole
shareholder of the Bank (the "Company") and Xxxxx Xxxxxxx of 0 Xxxxxx
Xxxxx, Xxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Executive").
IT IS MUTUALLY AGREED by the parties as follows:
1. Employment; Duties
------------------
1.1 Responsibilities and Authority. The Bank hereby employs
Executive to serve as Executive Vice President - Finance and Treasurer of
the Bank, and Executive hereby accepts such employment. Executive shall
have the duties, responsibilities, authorities and powers normally incident
to such office. At all times, however, Executive's activities and
authority will be subject to supervision, control and direction by the
Board of Directors of the Bank (the "Board"), by the Executive Committee of
the Board, and by the President and Chief Executive Officer of the Bank
(the "Chief Executive Officer") and Executive agrees to carry out such
duties and responsibilities as any of them may from time to time reasonably
assign to her. Executive shall report from time to time or routinely, upon
request, to the Chief Executive Officer or her designee as to the current
status of any of Executive's assigned duties and responsibilities.
1.2 Compensation.
(a) The Bank shall pay Executive a base salary at the rate of
(i) Two Hundred Five Thousand Dollars ($205,000) per year, commencing on
the date hereof, payable on a bi-weekly basis, or at such higher rate as
shall be determined from time to time by the Board. In addition, Executive
shall be entitled to receive payments under any incentive compensation or
bonus program (as in effect from time to time), which the Bank may
establish for its employees and/or senior executives, in such amounts as
are provided by such programs. Any incentive compensation or bonus shall
be prorated for calendar year 2004 with Executive being guaranteed a
minimum bonus of $50,000 for calendar year 2004.
(b) In addition to the above, Executive shall receive a one-
time signing bonus in the amount of Thirty Thousand Dollars ($30,000) to be
paid in the first full payroll period following the date hereof.
1.3 Employee Benefits. As a full-time employee of the Bank,
Executive shall be eligible to participate in any and all employee benefit
plans generally available to full-time employees of the Bank, including
non-contributory plans and, at Executive's option, contributory plans. In
addition, Executive shall be eligible to participate in the Bank's 2002
Supplemental
Executive Retirement Plan providing an annual retirement benefit of
$50,000, which benefit shall vest in equal 20% increments over a five year
period beginning five years from the date hereof, such participation to be
subject to insurability. Executive shall also receive a parking subsidy of
$165 per month payable through the Bank's pre-tax parking benefit.
1.4 Grant of Stock Options. Upon employment with the Bank and
conditioned upon the approval by the Compensation Committee of the
Company's Board of Directors (the "Compensation Committee"), Executive
shall receive options to purchase 10,000 shares of common stock of the
Company, at an exercise price and on such other terms as may be approved by
the Compensation Committee, in its sole discretion. In addition, Executive
shall receive options to purchase shares of the common stock of the Company
in such number, at an exercise price and at such times and on such other
terms as may be approved by the Compensation Committee, in its sole
discretion. Any such options will become exercisable on a schedule no less
favorable than generally provided with respect to options granted to
executives of the Bank.
1.5 Vacation. Executive shall be entitled to five weeks of
vacation during each year of employment (with vacation time to be pro rated
for calendar year 2004 based on the date hereof (i.e., 8 days). Such
vacation shall be taken in accordance with the Bank's customary vacation
policies and at such times and intervals as are mutually agreed upon by her
and the Bank. Executive shall be entitled to holiday time and sick leave
in accordance with the then existing policies of the Bank, as in effect
from time to time.
1.6 Reimbursement of Expenses. Executive shall be reimbursed by
the Bank for reasonable business expenses incurred by her incident to her
employment upon presentation of appropriate vouchers, receipts, and other
supporting documents required by the Bank.
1.7 Duty to Perform Services. So long as Executive is employed by
the Bank, Executive agrees to devote her full business and productive time,
skill, and energy diligently, loyally, effectively, and to the best of her
ability to the rendering of service to the Bank, and will exert her best
efforts in the rendering of such services. This provision will not prohibit
Executive from:
(a) making passive investments or serving as a fiduciary with
respect to direct family investments;
(b) serving on the board of directors of any company,
provided that Executive shall not render any material services with respect
to the operations or affairs of any such company and provided further that
serving on such board of directors does not otherwise violate the terms of
this Agreement, including, but not limited to, the provisions of Section
4.2 herein; or
(c) engaging in religious, charitable or other community or
non-profit activities which do not impair Executive's ability to fulfill
her duties and responsibilities to the Bank.
Executive agrees that in the rendering of all services to the Bank and in
all aspects of her employment, in connection with her duties as Executive
Vice President of Finance and
2
Treasurer, she will comply with all directives, policies, standards, and
regulations from time to time established by the Bank or by applicable law.
1.8 Death or Disability.
(a) Death. In the event of Executive's death during the term
of her employment under this Agreement, the Bank shall immediately pay to
Executive's designated beneficiary any salary accrued but unpaid as of the
date of death. Upon payment of the aforementioned sums, the Bank's
obligations to make further salary payments shall terminate. This
provision shall not be construed to negate any rights Executive may have to
death benefits under any employee benefit or welfare plan of the Bank in
which she may from time to time be a participant or under any other written
agreement with the Bank which specifically provides for such benefits.
(b) Disability. In the event of Executive's "disability" (as
defined below) during the term of her employment under this Agreement, the
Bank shall continue to pay Executive her base salary (reduced by any
benefits Executive is entitled to receive under any state or federal
disability insurance program, such as Rhode Island temporary disability
insurance or federal social security) for a period of six months from the
date of "disability". For purposes of this Agreement, "disability" shall
mean a good faith determination by the Board that Executive is unable for
any reason, either physical or mental, to perform the duties required of
her hereunder.
1.9 Term of Employment. The term of Executive's employment by the
Bank under this Agreement shall commence on the date hereof and shall
continue, unless sooner terminated pursuant to the provisions of this
Agreement, for a period of two years (the "Term"), which Term shall
automatically renew on each successive one year anniversary hereafter
commencing with the first anniversary hereof unless either the Bank or the
Executive shall have given written notice to the other of such party's
election not to extend the Term within ninety (90) calendar days prior to
any anniversary date.
1.10 Termination. This Agreement and the rights of the parties
hereunder will terminate (subject to the provisions of Section 1.11 below)
upon the occurrence of one of the following:
(a) Upon the Executive's death or disability as provided in
Section 1.8 above;
(b) For Cause as provided in Section 3.5, immediately upon
the giving of notice by the Bank or at such later time as such notice may
specify or as may be required by Section 3.5;
(c) At the election of the Executive for Good Reason (as
hereinafter defined) as provided in Section 2.2; or
(d) Upon the expiration of the Term, following notice of
either the Company or the Bank not to extend the Term as provided in
Section 1.9.
3
1.11 Termination and Survival. The provisions of Section 1.8,
Sections 2 and 3 and Sections 4.1, 4.2, 4.4, 4.6, 4.8, 4.9 and 4.10 hereof
shall remain in full force and effect and shall continue to be enforceable
in accordance with their terms beyond termination of employment and beyond
expiration of this Agreement, except as otherwise agreed in writing by
Executive and the Company and the Bank.
2. Severance.
----------
2.1 Severance Benefit. In the event of a termination of
Executive's employment by the Bank without Cause (as such term is defined
in Section 3.5) at any time, or in the event of termination of Executive's
employment by her for Good Reason (as defined in Section 2.2), the Bank
will (a) continue to pay Executive her base salary (the "Severance
Benefit") then in effect for a nine (9) month period commencing on the date
of termination (the "Severance Period"), and (b) provide Executive with the
medical and life insurance coverage generally available to full-time
employees during the Severance Period or as required by law, whichever is
longer. The Bank shall also provide Executive with outplacement assistance
at no charge. Notwithstanding anything herein to the contrary, the Bank
shall have no obligation to pay the Severance Benefit to Executive in the
event her employment is terminated with Cause by the Bank or voluntarily by
her without Good Reason. Any Severance Benefit paid under this Section 2.1
shall be credited against any amounts due Executive under Section 3 as a
result of a Change in Control. Notwithstanding the foregoing, in the event
that Executive commences other full-time employment during the Severance
Period, the Severance Benefit shall be reduced by the amount of
compensation Executive receives from such employment, and (except as
otherwise required by applicable law) the coverage under clause (b) above
shall forthwith cease.
2.2 "Good Reason" Defined. For purposes of this Agreement "Good
Reason" shall mean the Bank giving written notice of its election not to
renew this Agreement on any anniversary date as permitted under Section 1.9
and its failure to offer and enter into a new employment agreement with
Executive on terms which are substantially similar to those of her
employment existing immediately prior to such notice of non-renewal (other
than a reduction of fringe benefits required by law or applicable to all
employees generally) provided, however, that Good Reason shall not be
deemed to have occurred unless prior to Executive's termination of
employment for Good Reason, she shall give not less than 30 days written
notice to the Bank of her intent to terminate for Good Reason stating the
basis of the Good Reason sufficient to permit the Bank to alleviate the
basis of such Good Reason prior to termination, and the Bank has not done
so within such 30 day period, and further provided, that Executive's
continuing to work following notice of non-renewal by the Bank and in the
absence of entering into a new employment agreement shall be without
prejudice to her right to claim termination for Good Reason, absent written
agreement between Executive and the Bank to the contrary.
3. Change in Control.
------------------
3.1 Purpose. In order to allow Executive to consider the prospect
of a Change in Control (as defined in Section 3.2) in an objective manner
and in consideration of the services rendered and to be rendered by her to
the Bank, the Bank is willing to provide, subject to the
4
terms of this Agreement, certain severance benefits to protect Executive
from the consequences of a Terminating Event (as defined in Section 3.4)
occurring subsequent to a Change in Control.
3.2 Change in Control. A "Change in Control" will be deemed to
have occurred if: (i) a Takeover Transaction is effectuated; or (ii) the
Company commences substantive negotiations with a third party with respect
to a Takeover Transaction if within twelve (12) months of the commencement
of such negotiations, enters into a definitive agreement with respect to a
Takeover Transaction with any party with which negotiations were originally
commenced; or (iii) any election of directors of the Company occurs
(whether by the directors then in office or by the shareholders at a
meeting or by written consent) where a majority of the directors in office
following such election are individuals who were not nominated by a vote of
two-thirds of the members of the board of directors immediately preceding
such election; or (iv) either of the Company or the Bank effectuates a
complete liquidation.
3.3 Takeover Transaction. A "Takeover Transaction" shall mean:
(a) The acquisition of voting securities of the Company 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")), other than by the Company or its subsidiaries or any employee
benefit plan (or related trust) of the Company or its subsidiaries, which
theretofore did not beneficially own (within the meaning of Rule 13d-3
promulgated under the Exchange Act), securities representing 30% or more of
the voting power of all outstanding shares of voting securities of the
Company, if such acquisition results in such individual, entity or group
owning securities representing more than 30% of the voting power of all
outstanding voting securities of the Company; provided, that any
acquisition by a corporation with respect to which, following such
acquisition, more than 50% of the then outstanding shares of voting
securities 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 voting securities of the Company
outstanding immediately prior to such acquisition in substantially the same
proportion as their ownership, immediately prior to such acquisition, of
the outstanding voting securities of the Company, shall not constitute a
Change in Control; or
(b) The issuance of additional shares of common stock of the
Company or the Bank, as applicable, in a single transaction or a series of
related transactions if the individuals and entities who were the
beneficial owners of the outstanding voting securities of the Company or
the Bank, as applicable, immediately prior to such issuance do not,
following such issuance, beneficially own, directly or indirectly,
securities representing more than 50% of the voting power of all then
outstanding voting securities of the Company or the Bank, as applicable; or
(c) Consummation by the Company or the Bank 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 voting securities of the Company immediately prior
to such reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, securities representing more than 50% of the voting power of
the outstanding voting securities of the corporation resulting from such a
reorganization, merger or consolidation, or (ii) the sale,
5
exchange or other disposition (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company (on
a consolidated basis) or the Bank to a party which is not controlled by or
under common control with such entity, or (iii) the sale by the Company on
one transaction or in a series of related transactions of voting securities
of the Bank such that following such transaction or transactions the
Company no longer beneficially owns, directly or indirectly, securities
representing more than 50% of the voting power of the then outstanding
voting securities of the Bank.
For purposes of this Section 3.3, "voting power" means ordinary
voting power for the election of directors.
3.4 Terminating Event. A "Terminating Event" means either:
(a) Termination by the Bank of Executive's employment for any
reason other than (i) Executive's death or disability or (ii) for "Cause"
(as such term is defined in Section 3.5 hereof); or
(b) Executive's resignation as an employee of the Bank, other
than for reasons of disability, following (i) a significant reduction in
the nature or scope of Executive's duties, responsibilities, authority and
powers from the duties, responsibilities, authority and powers exercised by
her immediately prior to the Change in Control or (ii) a greater than 10%
reduction in Executive's annual base salary or fringe benefits as in effect
on the date of the Change in Control, or (iii) any requirement by the
Company or the Bank or of any Person (as defined in Section 4.2 hereof) in
control of the Bank that the location at which Executive performs the
principal duties of the Bank be outside a radius of 50 miles from the
location at which she performed such duties immediately prior to the Change
in Control; or (iv) the failure of any successor of the Company or the Bank
to agree in writing upon terms and conditions of employment with Executive
which are substantially similar to those of her employment immediately
prior to the Change in Control and which are reasonably satisfactory to her
within ninety (90) days following a Change in Control.
3.5 Termination for "Cause" Defined. For purposes of this
Agreement, termination for Cause shall include termination by reason of any
of the following:
(a) Continuing any arrangement, holding any position or
engaging in any activities that conflict with the interest of, or that
interfere with Executive's duties owed to the Bank, after ten (10) days
prior written notice by the Bank to her of the same;
(b) Conviction of embezzlement or other crimes against the
Bank, deliberate misappropriation of the Bank's funds or dishonesty;
(c) Material violation of written policies of the Bank,
irresponsible acts in the performance of Executive's duties or material
breach of any of her obligations under the terms of this Agreement;
6
(d) Material non-performance of Executive's duties or
material acts (or omissions) of mismanagement; and
(e) Refusal to perform assigned duties when such refusal is
not justified or excused either by the terms of this Agreement or by
actions taken by the Bank in violation of this Agreement.
3.6 Payment in Connection With Terminating Event. If a Terminating
Event occurs within one (1) year after a Change in Control (which one year
period shall be calculated from the effective date of the Takeover
Transaction if the Terminating Event occurs after a Takeover Transaction),
the Bank will pay to Executive an amount (the "Severance Payment") equal to
two times the sum of (a) Executive's annual base salary in effect at the
time of the Change in Control, and (b) an amount equal to the largest
annual cash bonus paid to Executive with respect to the two full fiscal
years immediately preceding the Change in Control, which Severance Payment
shall be payable in one lump sum within 30 days of the date of termination
of Executive's employment, or if such Change in Control is governed by
clause (ii) of Section 3.2 and the Terminating Event occurs prior to
entering into a definitive agreement, upon the entering into of a
definitive agreement by the Company. In addition, the Bank shall continue
to pay for all medical and life insurance coverage provided on the date of
the Terminating Event for the twenty-four month period commencing on the
effective date of the Terminating Event. No Severance Payment will be made
to Executive under Section 3 if her employment with the Company terminates
for any reason prior to a Change in Control (except as may be provided
below), or if her employment with the Company terminates after a Change in
Control but such termination or resignation is not a Terminating Event. In
addition, except as provided in Section 2, no Severance Payment will be
made to Executive under Section 3.6 of this Agreement with respect to a
Terminating Event which occurs more than one year after a Change in Control
(which one year period shall be calculated from the effective date of the
Takeover Transaction if the Terminating Event occurs after a Takeover
Transaction).
3.7 Applicability of Change in Control Provisions. The provisions
of Section 3 shall terminate upon the earliest of (i) the termination by
the Bank of Executive's employment for any reason prior to a Change in
Control, (ii) the termination of Executive's employment by the Bank after a
Change in Control because of death or disability or for Cause, (iii)
Executive's resignation or termination of employment with the Bank for any
reason other than Good Reason prior to a Change in Control, and (iv)
Executive's resignation or termination of employment after a Change in
Control on or after the first anniversary of the Takeover Transaction or
events specified in Sections 3.2(iii) or (iv).
3.8 Excise Tax Equalization Payment. In the event that Executive
becomes entitled to a Severance Payment or any other payment or benefit
under this Agreement, or under any other agreement with or plan of the Bank
(in the aggregate, the "Total Payments"), if any of the Total Payments will
be subject to the tax (the "Excise Tax") imposed by Section 4999 of the
Code (or any similar tax that may hereafter be imposed), the Bank shall pay
to Executive in cash an additional amount (the "Gross-Up Payment") such
that the net amount retained by her after deduction of any Excise Tax upon
the Total Payments and any Federal, state and local income tax and Excise
Tax upon the Gross-Up Payment provided for by this Section 3.8 (including
