EMPLOYMENT CONTRACT
This AGREEMENT is made effective as of this thirty-first day of January, 1999
by and between THE YARDVILLE NATIONAL BANCORP (the "Holding Company"), a
corporation organized under the laws of the State of New Jersey, and Xxxxxxx X.
Xxxxxx (the "Officer"). RECITALS
WHEREAS, the Holding Company desires to employ and retain the services of the
Officer for the period provided in this Agreement; and
WHEREAS, Officer is willing to serve in the employ of the Bank on a full-time
basis for said period;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereto
agree as follows:
1. POSITION AND RESPONSIBILITIES
During the period of his employment hereunder, the Officer shall serve as
Executive Vice President and Chief Financial Officer of The Yardville National
Bank (the "Bank") reporting to the President & CEO of The Bank.
2. TERMS AND DUTIES
(a) The period of the Officer's employment agreement shall commence as of
January 31, 1999, and shall continue for a period of twenty-four (24) full
calendar months thereafter unless terminated by the Bank on account of death,
disability or cause (as herein defined). This Agreement is subject to approval,
for continuation, by the President/Chief Executive Officer and the Board of
Directors of the Yardville National Bancorp, at the conclusion of each contract
period. Renewals shall be on the same terms and conditions as set forth herein,
except for such modification of compensation and benefits as may hereafter be
agreed upon between the parties hereto from time to time.
(b) During the period of employment, the Officer shall devote full time
and attention to such employment and shall perform such duties as are
customarily and appropriately vested in the Executive Vice President and Chief
Financial Officer of a commercial bank.
3. DEFINITIONS
For purposes of the Agreement,
(a) "Cause" means any of the following:
(i) the willful commission of an act that causes that probably
will cause substantial economic damage to the Bank or
substantial injury to the Bank's business reputation; or,
(ii) the commission of an act of fraud in the performance of the
Officer's duties; or
(iii) a continuing willful failure to perform the duties of the
Officer's position with the Bank; or
(iv) the order of a bank regulatory agency or court requiring the
termination of the Officer's employment.
(b) "Change in Control" means any of the following:
(i) the acquisition by any person or group acting in the concert
of beneficial ownership of forty percent (40%) or more of
any class equity security of the Bank or the Bank's Holding
Company , or
(ii) the approval by the Board, and appropriate regulatory
authorities of the sale of all or substantially all of the
assets of the bank or Holding Company, or
(iii) the approval by the Board and appropriate regulatory
authorities of any merger, consolidation, issuance of
securities or purchase of assets, the result of which would
be the occurrence of an event described in clause (i) or
(ii) above.
(c) "Disability" means a mental or physical illness or condition
rendering the Officer incapable of performing his normal duties for
the Bank.
(d) "Willfulness" means an act or failure to act done not in good faith
and without reasonable belief that the action or omission was in
the best interest of the Bank.
4. COMPENSATION AND REIMBURSEMENT
(a) During the period of employment the Bank shall pay the Officer an
annual salary of not less than $120,000.00, and an annual salary of not less
than $125,000.00 in the second year of the contract period; which salary shall
be paid in bi-weekly installments. Such salary shall be reviewed by the board or
a duly appointed committee thereof at least annually and any adjustments in the
amount of salary or said review shall be fixed by the Board from time to time.
(b) The Executive shall be entitled to participate in or receive benefits
under any retirement plan, pension plan, medical coverage or any other employee
benefit plan or prerequisite arrangement currently available or which may
hereafter be adopted by the Bank for its senior executives and key management
employees, subject to and on a basis consistent with the terms, conditions and
overall administration of such plans and arrangements. Nothing paid to the
Executive under any such plan or arrangement will be deemed to be in lieu of
other compensation to which the executive is entitled under this agreement.
(c) The executive shall be provided by the Bank with an automobile for his
individual use.
(d) In addition to the salary provided for under Section 4:
(a) the Bank shall pay for all reasonable travel and other
reasonable expenses incurred by the Executive in performing
his obligations under this Agreement.
5. TERMINATION FOR CAUSE
(a) The Officer shall not have the right to receive compensation or other
benefits provided hereunder for any period after termination for Cause, except
to the extent that the Officer may be legally entitled to participate by virtue
of COBRA or any other State or Federal Law concerning employee rights to
benefits upon termination.
6. TERMINATION BY THE OFFICER
(a) In the event of the Officer's voluntary termination, the Officer shall
not have the right to receive compensation or benefits as provided hereunder
after such date of termination, except to the extent that the Officer may be
legally entitled to participate by virtue of COBRA or any other State or Federal
Law concerning employee rights to benefits upon termination.
7. CHANGE OF CONTROL
(a) In the event that within three (3) years after a Change in Control (as
herein defined), the Officer's employment is terminated by the Bank, other than
for death, disability or cause, the Officer shall be entitled to receive two
year's salary at the annual salary currently being paid, which payment shall be
made in lump sum promptly after the occurrence of such termination.
(b) The Officer will have the option within six (6) months after a Change
in Control (as herein defined), to elect to resign his position. If the
Officer's voluntary departure is for other than death, disability or cause the
Executive shall be entitled to receive two (2) years salary at the annual salary
currently being paid, which payment shall be made in a lump sum promptly after
the occurrence of such voluntary resignation.
8. TERMINATION UPON DISABILITY
(a) In the event that the Officer experiences a Disability during the
period of his employment, his salary shall continue at the same rate as was in
effect on the date of the occurrence of such Disability, reduced by any
concurrent disability benefit payments provided under disability insurance
maintained by the Bank. If such Disability continues for a period of six (6)
consecutive months, the Bank at its option may thereafter, upon written notice
to the Officer or his personal representative, terminate the Officer's
employment with no further notice.
9. GOVERNING LAW
This Agreement and other obligations of the parties hereto shall be
interpreted, construed and enforced in accordance with the laws of the State of
New Jersey.
10. ENTIRE AGREEMENT
This instrument contains the entire agreement of the parties. It may not
be changed orally, but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change modification, extension or
discharge is sought.
IN WITNESS WHEREOF, the parties have hereto executed this Agreement on the
_____31st___day of _____January___, 1999.
ATTEST: Yardville National Bancorp
------------------- ---------------------------
Xxxxxxx X. Xxxx
President/CEO
WITNESS
------------------ ---------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
& Chief Financial Officer
