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Exhibit 10.11
March 6, 2000
Xxxxx X. Xxxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Xxxxx:
This agreement is intended to set forth the basic terms under which you ("YOU"
or the "EMPLOYEE") will continue to be employed by First International Bank (the
"BANK") and, therefore, to constitute an employment agreement between us. We
have agreed with you that:
1. Nature and Term of Employment. You will continue to be employed as
Executive Vice President and Chief Financial Officer of the Bank (or
equivalent title) in accordance with the terms and conditions in this
agreement, and you accept such employment and agree to serve in such
capacity. The term of employment under this agreement will extend from
the date set forth above through February 28, 2002 (the "TERM").
Nothing in this agreement will prohibit the continuation of employment
beyond the Term if and as agreed by the Bank and Employee.
2. Performance of Duties. While employed by the Bank, you will apply, in
good faith and on a full-time basis, all of your skill and experience
to the performance of your duties in such employment. You will have
such responsibilities and authority as are designated (and as may be
revised from time to time) by the Chairman and Chief Executive Officer
and the Board of Directors of the Bank.
3. Base Compensation. Commencing upon your acceptance of this agreement,
the Bank will pay or cause to be paid to you during your employment a
salary at the rate of $155,000 per annum, with the amount increasing by
not less than 2% during 2000 and increasing by not less than 2% during
2001. Your salary will be paid at such times as the salaries of other
salaried officers of the Bank are generally paid.
4. Benefits. During your employment, the Bank shall provide health,
dental, disability, life insurance and retirement benefits for you and
your dependents comparable to such coverage as is provided for officers
of the Bank generally. In addition, during your employment provided
that you are insurable at standard rates, the Bank shall sponsor and
pay for (a) an individually-owned supplemental term life insurance
policy on your life in the amount of $1,500,000, and (b) an
individually-owned supplemental disability income insurance policy with
a benefit to you of approximately $4,000 per month. The insurance
policies shall remain in full force and effect during the term of this
agreement, shall provide for such persons as you may designate to be
the beneficiaries of the benefits thereof, and shall be portable. You
agree to be available for such medical and other examinations and
inquiries as the insurance carriers may request.
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5. Bonuses. You will be eligible to receive cash bonuses in 2000, 2001 and
2002, which bonuses shall be determined by the Chairman and Chief
Executive Officer and Board of Directors of the Bank (or a committee of
the Board of Directors of the Bank) in their discretion based upon your
performance as evaluated primarily with reference to the policies and
budgets approved by the Bank's Board.
6. Supplemental Option. As further compensation for the services to be
provided by you hereunder, First International Bancorp, Inc. (the
"HOLDING COMPANY") is granting to you today pursuant to the Holding
Company's 1994 Incentive Stock Option Plan and the Amended and Restated
1996 Stock Option Plans (the "PLANS") additional options to purchase
11,500 shares of the Common Stock of the Holding Company for the price
and on the other terms set forth in new stock option agreements that
you are entering into with the Holding Company on the date hereof (the
"SUPPLEMENTAL OPTION"). The Supplemental Option will be in addition to
the option to purchase 3,500 shares of the Common Stock of the Holding
Company that would otherwise be made to you during 2000 in accordance
with the Bank's present compensation policies and Plans.
Notwithstanding any option agreements between you and the Holding
Company dated before the date hereof, the Supplemental Option and all
stock options held by you before the date hereof to purchase Common
Stock of the Holding Company will be vested immediately. Any additional
stock options granted to you pursuant to the Plans after the date
hereof but prior to February 28, 2002 to purchase Common Stock of the
Holding Company would be vested as of the earliest of (a) February 28,
2002, (b) a Change in Control (as defined in paragraph 7 below), and
(c) any termination by the Bank without Cause (as defined in paragraph
8(c) below) of Employee's employment hereunder.
7. Change in Control Provisions. A "CHANGE IN CONTROL" will have occurred
if the Chase Family and the Xxxxxxx Family cease, in the aggregate, to
beneficially own at least 25% of the outstanding Common Stock of the
Holding Company or any successor thereto or to have the right to
exercise, directly or indirectly, at least 25% of the aggregate voting
power of the Bank or of any successor thereto. As used in this
paragraph, "CHASE FAMILY" means Xxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxx X.
Xxxxx, Xxxxx X. Xxxxx and the parents, other family members, affiliates
and personal representatives and heirs of each of them, "XXXXXXX
FAMILY" means Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, their children and
any trusts or other entities as to which the beneficiaries or owners
are Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and/or their children. As
described above, any additional stock options granted to you pursuant
to the Plans after the date hereof to purchase common stock of the
Holding Company will be vested immediately upon the occurrence of a
Change in Control.
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8. Termination Provisions.
(a) Voluntary Termination - If Employee quits Employee's employment
hereunder (except as otherwise provided in the next paragraph), dies or
is terminated due to disability, as defined under the Bank's then
current long-term disability policy, whether before or after a Change
in Control, Employee will receive Employee's base salary through the
date as of which Employee's employment ceases (net of any amounts owed
by Employee to the Bank) plus accrued vacation time, but will not
receive any severance, bonuses or other benefits.
(b) Termination Without Cause - If Employee (i) is fired without
"Cause", as defined below or (ii) quits Employee's employment hereunder
within three months after a Change in Control that results in a
reduction in Employee's title, responsibilities, compensation and/or
benefits, or a change of more than 40 miles in Employee's place of
employment (any of the foregoing reasons being "GOOD REASONS"),
Employee will receive, as Employee's sole remedy for such firing or
quitting for Good Reason (in addition to any vesting of stock options
provided for in paragraph 6 above), a lump sum cash payment equal to
the Employee's then existing base salary (net of any amounts owed by
Employee to the Bank) for one year. The Bank may, as a condition to
being required to pay the severance payments provided for in this
agreement, require the Employee to execute a general release of any
claim (other than the obligation of the Bank to make such severance
payments) or cause of action that Employee may have against the Bank,
the Holding Company, or any of their officers, directors, employees,
agents, or representatives.
(c) Termination With Cause - If Employee is fired for "Cause", Employee
will receive Employee's base salary through the date as of which
Employee's employment is terminated (net of any amounts owed by
Employee to the Bank and any costs incurred by the Bank due to such
"Cause") plus accrued vacation time, but will not receive any
severance, bonuses or other benefits. "CAUSE" means any of the
following: (a) insubordination or other refusal or failure to carry out
the instructions or policies of the Board or the officers to whom the
Employee reports; (b) dishonesty, crime or action involving moral
turpitude, or any other conduct that is illegal, immoral or materially
injurious to the Bank; (c) breach of Employee's covenants or
obligations under this agreement, or (d) non-performance in the
performance of Employee's duties, evaluated primarily with reference to
the Bank's credit and organizational policies, and with reference to
the goals and budgets approved by the Bank's Board of directors, and,
if such non-performance referred to in this clause (d) is capable of
being corrected, continuation of such non-performance for 30 days after
the Bank gives notice to the Employee describing such non-performance.
9. Covenant Not to Compete. During the time that Employee is employed by
the Bank, and if Employee's employment terminates at any time during
the Term (regardless of whether the termination is voluntary or
involuntary, with or without Cause or Good Reason) for a period of 12
months from the date of such termination, Employee shall not (a) become
engaged directly in a management, lending, financial or consulting
capacity in the
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origination, processing, purchasing or selling of SBA, USDA or Ex-Im
Bank loans, or (b) seek to cause any employee or customer of the Bank,
the Holding Company or any direct or indirect Subsidiary of either of
them to cease, reduce or change in a manner adverse to the business or
interests of the Bank, the Holding Company or any direct or indirect
Subsidiary of either of them, such employee's or customer's employment
by or relationship with the Bank, the Holding Company or any direct or
indirect Subsidiary of either of them. As used herein, (i) "SUBSIDIARY"
means any corporation, association, limited liability company, trust,
or other business entity of which the Bank or the Holding Company shall
at any time own directly or indirectly through a Subsidiary or
Subsidiaries at least a majority (by number of votes) of the
outstanding Voting Stock, and (ii) "VOTING STOCK" means stock or other
equity interests, of any class or classes (however designated), the
holders of which are at the time entitled, as such holders, to vote for
the election of a majority of the directors, managers or trustees (or
persons performing similar functions) of the corporation, association,
limited liability company, trust or other business entity involved,
whether or not the right so to vote exists by reason of the happening
of a contingency.
10. Exclusivity of Services: Confidentiality.
(a) In addition to the more specific provisions of paragraph 9 above,
you agree that during the Term of this agreement, you will not, without
the prior written approval of the Chairman and Chief Executive Officer
and the Board of Directors of the Bank, directly or indirectly engage
or participate in, or become an owner, partner, officer of, director
of, or become employed by, or render advisory, consulting or other
services to or in connection with, any other business enterprise during
the time that you are employed by the Bank; provided, however, that you
may hold outside directorships which may, from time to time, require
minor portions of time, but which shall not interfere or be
inconsistent with your duties hereunder.
(b) You also acknowledge that any information and documentation
relating to the Bank or the Holding Company, including but not limited
to their products, programs, business strategies, clients, employees,
forms, financial matters, and matters discussed by the Board of
Directors of the Bank and the Holding Company, are the sole property of
the Bank and the Holding Company and are strictly confidential; and you
agree that you will not, at any time before, during or at any time
after your employment by the Bank (regardless of whether the
termination of your employment is voluntary or involuntary, with or
without Cause or Good Reason), disclose any of such information or
documentation to any person or entity for any purpose whatsoever,
except for your use of such information and documentation in the course
of carrying out your duties during the time that you are employed by
the Bank and except to comply with requirements of law or regulatory
authorities with jurisdiction over the Bank and the Holding Company and
except to counsel or independent auditors for you, the Bank or the
Holding Company. The foregoing sentence does not, however, prohibit the
disclosure by you of information that (i) is generally available to the
public other than as a result of a disclosure of such information
directly or indirectly by you, or (b) becomes available to you on a
non-confidential basis from a source other than the Bank, the Holding
Company and their
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officers, directors, employees, representatives and advisors, provided
that such source is not known by you to be bound by any obligation of
secrecy to the Bank or the Holding Company or another party.
(c) You also agree that you will not discuss or disclose any of the
terms or provisions of this agreement, either before, during or at any
time after the Term of this agreement, with any other employee of the
Bank or the Holding Company, except for your superior officers, members
of the Operating Committee of the Bank, the Chairman and Chief
Executive Officer of the Bank, and the Board of Directors of the Bank
and the Holding Company.
11. Equitable Relief. You acknowledge that any violation of Section 9 or 10
above will cause the Bank and the Holding Company irreparable harm and
that, in addition to any other remedy that they may have, the Bank and
the Holding Company will have the right to obtain such injunctive or
other equitable relief as they may deem to be necessary or appropriate.
12. Tax Withholding Requirement. The amounts paid by the Bank to you
hereunder will have withheld and deducted therefrom any taxes required
to be withheld by the Bank under any federal, state or local law.
13. Regulatory Limitation. Notwithstanding any other provision of the
Agreement, the Bank shall not be obligated to make, and the Employee
shall have no right to receive, any payment, benefit or amount under
this Agreement which would violate any law, regulation or regulatory
order applicable to the Bank to the Holding Company at the time such
payment, benefit or amount is due (a "PROHIBITED PAYMENT"). If an
amount payable hereunder is not paid because it is a Prohibited
Payment, Employee shall continue to be bound by all of Employee's
obligations and agreements hereunder and the Bank shall make or provide
to the Employee the payment, benefit or other amount (or such portion
thereof the making of which ceases to be a violation) that is the
subject of the Prohibited Payment at such later date, if any, as the
applicable law, regulation or regulatory order no longer would be
violated by the Bank's making or providing such payment, benefit or
amount to the Employee.
14. Limitation on Benefits. It is the intention of the Employee and Bank
that no payments by Bank to or for the benefit of Employee under this
agreement or any other agreement or plan pursuant to which Employee is
entitled to receive payments or benefits shall be nondeductible to Bank
or any other payor by reason of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code") and subject to a tax pursuant to
Section 4999 of the Code, as a result of payments that would constitute
"parachute payments". Accordingly, such payments shall be reduced in
such amounts as are required to reduce the aggregate "present value"
(as the term is defined in Section 280G(d)(4) of the Code) of such
payments to one dollar less than an amount equal to three times the
Employee's "base amount" (as the term is defined in Section
280G(b)(3)(a) and (d)(1) and (2) of the Code), to the end that the
Employee is not subject to tax pursuant to Section 4999 and no
deduction is disallowed to the Bank by reason of Section 280G(a). The
determination as to the
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amount of the reduction of such payments, if any, shall be made by the
Bank's independent certified public accountants.
15. Notices. All notices under this agreement shall be in writing and shall
be deemed effective when delivered in person or by recognized overnight
delivery service to you or to the Bank, or if mailed, postage prepaid,
registered or certified mail, addressed, in the case of you, to your
last known address as carried on the personnel records of the Bank and,
in the case of the Bank, to its corporate headquarters, attention of
the Chairman and Chief Executive Officer, or to such other address as
the party to be notified may specify by notice to the other party
pursuant to this paragraph.
16. Successors and Assigns. The rights and obligations of the Bank under
this agreement shall inure to the benefit of and shall be binding upon
the successors and assigns of the Bank, including, without limitation,
any corporation, individual or other person or entity which may acquire
all or substantially all of the assets and business of the Bank or with
or into which the Bank may be consolidated or merged.
17. Arbitration. Any dispute which may arise between the parties hereto
shall be settled by binding arbitration in accordance with the National
Rules for the Resolution of Employment Disputes of the American
Arbitration Association. The parties shall mutually agree in writing
upon an arbitrator. If the parties shall fail to agree upon an
arbitrator within 5 days after a written demand, delivered as provided
for notices hereunder, for arbitration hereunder is made, each party
shall have the right within the succeeding 10 days to select an
arbitrator (the failure by either party to exercise such right within
said 10 days will be equivalent to a consent to the selection of the
other party's arbitrator by mutual agreement); within 20 days after
such selection, if 2 arbitrators are selected, the 2 arbitrators shall
select a third arbitrator. The arbitrator or arbitrators shall have at
least 5 years of experience in employment law. Any claim or dispute
arising hereunder shall be decided by the arbitrator or arbitrators
based upon the rights and obligations of the parties set forth in this
agreement. The decision of the arbitrator or of the majority of the
arbitrators, as the case may be, shall not include any award for
punitive damages or penalties, but the arbitrator or majority of
arbitrators may award or prorate attorneys fees in accordance with his
or their judgment as to who is the prevailing party in the arbitration.
An arbitration award rendered in accordance with this agreement shall
be binding and conclusive upon the parties, and may be entered in any
court of competent jurisdiction. The costs of arbitration shall be
borne equally, except that each party shall bear the cost of their own
counsel and experts, if any. Venue for any arbitration proceedings
hereunder shall be in Hartford, Connecticut.
18. 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.
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19. Construction. This agreement sets forth the entire agreement of the
Bank, the Holding Company and the Employee regarding the employment of
the Employee by the Bank, and this agreement supersedes any prior or
contemporaneous oral or written agreement with respect to the
Employee's employment or any other matter set forth herein. This
agreement shall be construed under the laws of the State of Connecticut
and may not be amended except by a writing signed by the Employee and
the Bank. Section headings are for convenience only and shall not be
considered a part of the terms and provisions of this agreement.
If this agreement is acceptable to you, please sign below.
Very truly yours,
FIRST INTERNATIONAL BANK
By:/s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Its Chairman and Chief Executive Officer
Agreed to:
/s/Xxxxx X. Xxxxxxxx
------------------------
NAME: Xxxxx X. Xxxxxxxx
The undersigned hereby agrees to be bound by the provisions of this
agreement with respect to stock options and the exercise thereof.
FIRST INTERNATIONAL BANCORP, INC.
By:/s/Xxxxx X. Xxxxxxx
----------------------
Xxxxx X. Xxxxxxx
Its Chairman and Chief Executive Officer
