1 EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), made this 4th day of June,2002, by
and among NEW ENGLAND BANCSHARES, INC., a federally chartered corporation (the
"Company"), ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION, (the "Association"),
and XXXXX X. X'XXXXXX ("Executive").
W I T N E S S E T H
WHEREAS, Executive serves in a position of substantial responsibility;
WHEREAS, the Company and the Association wish to assure the services of
Executive for the period provided in this Agreement; and
WHEREAS, Executive is willing to serve in the employ of the Association
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 hereby agree as follows:
1. EMPLOYMENT. Executive is employed as the President, Chief Executive
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Officer and Chief Financial Officer of the Company and the Association.
Executive shall perform all duties and shall have all powers which are commonly
incident to the offices of President, Chief Executive Officer and Chief
Financial Officer or which, consistent with those offices, are delegated to him
by the Chairman of the Board of Directors of the Association and the Company.
During the term of this Agreement, Executive also agrees to serve, if elected,
as an officer and/or director of any subsidiary of the Company and the
Association and in such capacity will carry out such duties and responsibilities
reasonably appropriate to that office.
2. LOCATION AND FACILITIES. The Executive will be furnished with the
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working facilities and staff customary for executive officers with the title and
duties set forth in Section 1 and as are necessary for him to perform his
duties. The location of such facilities and staff shall be at the principal
administrative offices of the Company and the Association, or at such other site
or sites customary for such offices.
3. TERM.
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a. The term of this Agreement shall be (i) the initial term,
consisting of the period commencing on the date of this Agreement
(the "Effective Date") and ending on the third anniversary of the
Effective Date, plus (ii) any and all extensions of the initial
term made pursuant to this Section 3.
b. Commencing on the first year anniversary date of this Agreement,
and continuing on each anniversary thereafter, the disinterested
members of the boards of directors of
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the Association and the Company may extend the Agreement an
additional year such that the remaining term of the Agreement shall
be thirty-six (36) months, unless Executive elects not to extend
the term of this Agreement by giving written notice in accordance
with Section 19 of this Agreement. The Board of Directors of the
Association (the "Board") will review the Agreement and Executive's
performance annually for purposes of determining whether to extend
the Agreement and the rationale and results thereof shall be
included in the minutes of the Board's meeting. The Board of
Directors of the Association shall give notice to Executive as soon
as possible after such review as to whether the Agreement is to be
extended.
4. BASE COMPENSATION.
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a. The Company and the Association agree to pay the Executive during
the term of this Agreement a base salary at the rate of $158,340
per year, payable in accordance with customary payroll practices.
b. The Board shall review annually the rate of the Executive's base
salary based upon factors they deem relevant, and may maintain or
increase his salary, provided that no such action shall reduce the
rate of salary below the rate in effect on the Effective Date.
c. In the absence of action by the Board, the Executive shall continue
to receive salary at the annual rate specified on the Effective
Date or, if another rate has been established under the provisions
of this Section 4, the rate last properly established by action of
the Board under the provisions of this Section 4.
5. BONUSES. The Executive shall be entitled to participate in
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discretionary bonuses or other incentive compensation programs that the Company
and the Association may award from time to time to senior management employees
pursuant to bonus plans or otherwise.
6. BENEFIT PLANS. The Executive shall be entitled to participate in
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such life insurance, medical, dental, pension, profit sharing, retirement
and stock-based compensation plans and other programs and arrangements as may
be approved from time to time by the Company and the Association for the benefit
of their employees.
7. VACATION AND LEAVE.
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a. The Executive shall be entitled to vacations and other leave in
accordance with policy for senior executives, or otherwise as
approved by the Board.
b. In addition to paid vacations and other leave, the Executive shall
be entitled, without loss of pay, to absent himself voluntarily
from the performance of his employment for such additional periods
of time and for such valid and legitimate reasons as the
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Board may in its discretion determine. Further, the Board may grant
to the Executive a leave or leaves of absence, with or without pay,
at such time or times and upon such terms and conditions as the
Board in its discretion may determine.
8. EXPENSE PAYMENTS AND REIMBURSEMENTS. The Executive shall be
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reimbursed for all reasonable out-of-pocket business expenses that he shall
incur in connection with his services under this Agreement upon substantiation
of such expenses in accordance with applicable policies of the Company
and the Association.
9. AUTOMOBILE ALLOWANCE. During the term of this Agreement, the
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Executive shall be entitled to an automobile allowance on terms no less
favorable that those in effect immediately prior to the execution of this
Agreement. Executive shall comply with reasonable reporting and expense
limitations on the use of such automobile as may be established by the Company
or the Association from time to time, and the Company or the Association shall
annually include on Executive's Form W-2 any amount of income attributable to
Executive's personal use of such automobile.
10. LOYALTY AND CONFIDENTIALITY.
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a. During the term of this Agreement Executive: (i) shall devote all
his time, attention, skill, and efforts to the faithful performance
of his duties hereunder; provided, however, that from time to time,
Executive may serve on the boards of directors of, and hold any
other offices or positions in, companies or organizations which
will not present any conflict of interest with the Company and the
Association or any of their subsidiaries or affiliates, unfavorably
affect the performance of Executive's duties pursuant to this
Agreement, or violate any applicable statute or regulation and (ii)
shall not engage in any business or activity contrary to the
business affairs or interests of the Company and the Association.
b. Nothing contained in this Agreement shall prevent or limit
Executive's right to invest in the capital stock or other
securities of any business dissimilar from that of the Company and
the Bank, or, solely as a passive, minority investor, in any
business.
c. Executive agrees to maintain the confidentiality of any and all
information concerning the operation or financial status of the
Company and the Association; the names or addresses of any of its
borrowers, depositors and other customers; any information
concerning or obtained from such customers; and any other
information concerning the Company and the Association to which he
may be exposed during the course of his employment. The Executive
further agrees that, unless required by law or specifically
permitted by the Board in writing, he will not disclose to any
person or entity, either during or subsequent to his employment,
any of the above-mentioned information which is not generally known
to the public, nor shall he employ such information in any way
other than for the benefit of the Company and the Association.
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11. TERMINATION AND TERMINATION PAY. Subject to Section 12 of this
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Agreement, Executive's employment under this Agreement may be terminated in the
following circumstances:
a. Death. Executive's employment under this Agreement shall terminate
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upon his death during the term of this Agreement, in which event
Executive's estate shall be entitled to receive the compensation
due to the Executive through the last day of the calendar month in
which his death occurred.
b. Retirement. This Agreement shall be terminated upon Executive's
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retirement under the retirement benefit plan or plans in which he
participates pursuant to Section 6 of this Agreement or otherwise.
c. Disability.
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i. The Board or Executive may terminate Executive's employment
after having determined Executive has a Disability. For
purposes of this Agreement,"Disability" means a physical or
mental infirmity that impairs Executive's ability to
substantially perform his duties under this Agreement and
that results in Executive becoming eligible for long-term
disability benefits under any long-term disability plans of
the Company and the Association (or, if there are no such
plans in effect, that impairs Executive's ability to
substantially perform his duties under this Agreement for a
period of one hundred eighty (180) consecutive days). The
Board shall determine whether or not Executive is and
continues to be permanently disabled for purposes of this
Agreement in good faith, based upon competent medical advice
and other factors that they reasonably believe to be
relevant. As a condition to any benefits, the Board may
require Executive to submit to such physical or mental
evaluations and tests as it deems reasonably appropriate.
ii. In the event of such Disability, Executive's obligation to
perform services under this Agreement will terminate. The
Association will pay Executive, as Disability pay, an amount
equal to one hundred percent (100%) of Executive's bi-weekly
rate of base salary in effect as of the date of his
termination of employment due to Disability. Disability
payments will be made on a monthly basis and will commence on
the first day of the month following the effective date of
Executive's termination of employment for Disability and end
on the earlier of: (A) the date he returns to full-time
employment at the Association in the same capacity as he was
employed prior to his termination for Disability; (B) his
death; or (C) upon attainment of age 65. Such payments shall
be reduced by the amount of any short- or long- term
disability benefits payable to the Executive under any other
disability programs sponsored by the Company and the
Association. In addition, during any period of Executive's
Disability, Executive and his dependents
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shall, to the greatest extent possible, continue to be
covered under all benefit plans (including, without
limitation, retirement plans and medical, dental and life
insurance plans) of the Company and the Association, in which
Executive participated prior to his Disability on the same
terms as if Executive were actively employed by the Company
and the Association.
d. Termination for Cause.
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i. The Board may, by written notice to the Executive in the form
and manner specified in this paragraph, immediately terminate
his employment at any time, for "Cause". The Executive shall
have no right to receive compensation or other benefits for
any period after termination for Cause except for vested
benefits. Termination for "Cause" shall mean termination
because of, in the good faith determination of the Board,
Executive's:
(1) Personal dishonesty;
(2) Incompetence;
(3) Willful misconduct;
(4) Breach of fiduciary duty involving personal profit;
(5) Intentional failure to perform duties under this
Agreement;
(6) Willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) that
reflects adversely on the reputation of the Company and
the Association, any felony conviction, any violation
of law involving moral turpitude, or any violation of a
final cease-and-desist order; or
(7) Material breach by Executive of any provision of this
Agreement.
ii. Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Cause by the Company and the
Association unless there shall have been delivered to
Executive a copy of a resolution duly adopted by the
affirmative vote of a majority of the entire membership of
the Board at a meeting of such Board called and held for the
purpose (after reasonable notice to Executive and an
opportunity for Executive to be heard before the Board with
counsel), of finding that in the good faith opinion of the
Board , Executive was guilty of the conduct described above
and specifying the particulars thereof.
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e. Voluntary Termination by Executive. In addition to his other rights
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to terminate under this Agreement, Executive may voluntarily
terminate employment during the term of this Agreement upon at
least sixty (60) days prior written notice to the Board, in which
case Executive shall receive only his compensation, vested rights
and employee benefits up to the date of his termination.
f. Without Cause or With Good Reason.
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i. In addition to termination pursuant to Sections 11(a) through
11(e) the Board, may, by written notice to Executive,
immediately terminate his employment at any time for a reason
other than Cause (a termination "Without Cause") and
Executive may, by written notice to the Board, immediately
terminate this Agreement at any time within ninety (90) days
following an event constituting "Good Reason" as defined
below (a termination "With Good Reason").
ii. Subject to Section 12 of this Agreement, in the event of
termination under this Section 11(f), Executive shall be
entitled to receive his base salary for the remaining term of
the Agreement paid in one lump sum within ten (10)calendar
days of such termination. Also, in such event, Executive
shall, for the remaining term of the Agreement, receive the
benefits he would have received during the remaining term of
the Agreement under any retirement programs (whether tax-
qualified or non-qualified) in which Executive participated
prior to his termination (with the amount of the benefits
determined by reference to the benefits received by the
Executive or accrued on his behalf under such programs during
the twelve (12) months preceding his termination) and
continue to participate in any benefit plans of the Company
and the Association that provide health (including medical
and dental), life or disability insurance, or similar
coverage upon terms no less favorable than the most favorable
terms provided to senior executives of the Company and the
Association during such period. In the event that the Company
and the Association are unable to provide such coverage by
reason of Executive no longer being an employee, the Company
and the Association shall provide Executive with comparable
coverage on an individual policy basis.
iii. "Good Reason" shall exist if, without Executive's express
written consent, the Company and the Association materially
breach any of their respective obligations under this
Agreement. Without limitation, such a material breach shall
be deemed to occur upon any of the following:
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(1) A material reduction in Executive's responsibilities or
authority in connection with his employment with the
Company or the Association;
(2) Assignment to Executive of duties of a non-executive
nature or duties for which he is not reasonably equipped
by his skills and experience;
(3) Failure of the Executive to be nominated or renominated
to the Board;
(4) A reduction in salary or benefits contrary to the terms
of this Agreement, or, following a Change in Control as
defined in Section 12 of this Agreement, any reduction
in salary or material reduction in benefits below the
amounts to which he was entitled prior to the Change in
Control;
(5) Termination of incentive and benefit plans, programs or
arrangements, or reduction of Executive's participation
to such an extent as to materially reduce their
aggregate value below their aggregate value as of the
Effective Date;
(6) A requirement that Executive relocate his principal
business office or his principal place of residence
outside of the area consisting of a twenty-five (25)
mile radius from the current main office and any branch
of the Association, or the assignment to Executive of
duties that would reasonably require such a relocation;
or
(7) liquidation or dissolution of the Company or the
Association.
iv. Notwithstanding the foregoing, a reduction or elimination of
the Executive's benefits less than one or more benefit plans
maintained by the Company and the Association as part of a
good faith, overall reduction or elimination of such plans or
plans or benefits thereunder applicably to all participants
in a manner that does not discriminate against Executive
(except as such discrimination may be necessary to comply
with law) shall not constitute an event of Good Reason or a
material breach of this Agreement, provided that benefits of
the type or to the general extent as those offered under such
plans prior to such reduction or elimination are not
available to other officers of the Company and the
Association or any company that controls either of them under
a plan or plans in or under which Executive is not entitled
to participate.
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g. Continuing Covenant Not to Compete or Interfere with Relationships.
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Regardless of anything herein to the contrary, following a termination by the
Company and the Association or Executive pursuant to Section 11(f):
i. Executive's obligations under Section 10(c) of this Agreement
will continue in effect; and
ii. During the period ending on the first anniversary of such
termination, the Executive shall not serve as an officer,
director or employee of any bank holding company, bank,
savings association, savings and loan holding company, or
mortgage company (any of which, a "Financial Institution")
which Financial Institution offers products or services
competing with those offered by the Association from any
office within fifty (50) miles from the main office or any
branch of the Association and shall not interfere with the
relationship of the Company and the Association and any of
its employees, agents, or representatives.
12. TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL.
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a. For purposes of this Agreement, a "Change in Control" shall be
deemed to occur on the earliest of:
(i) such time as any "person" (as the term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended ("Exchange Act")) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of voting securities of the Company
representing 20% or more of the Association's outstanding
voting securities or the right to acquire such securities,
except for any voting securities purchased by any employee
benefit plan of the Association;
(ii) such time as individuals who constitute the Board of
Directors on the date hereof (the "Incumbent Board") cease
for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to
the date hereof whose election was approved by a vote of at
least three-quarters of the directors constituting the
Incumbent Board (or members who were nominated by the
Incumbent Board), or whose nomination for election by the
Association's stockholders was approved by a Nominating
Committee solely composed of members which are Incumbent
Board members (or members nominated by the Incumbent Board),
shall be, for purposes of this clause (iii), considered as
though he or she were a member of the Incumbent Board;
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(iii) such time as a reorganization, merger, consolidation, or
similar transaction occurs or is effectuated as a result of
which 60% of shares of the common
stock of the resulting entity are owned by persons who were
not stockholders of the Association immediately prior to the
consummation of the transaction;
(iv) such time as substantially all of the assets of the
Association are sold or otherwise transferred to another
corporation or other entity that is not controlled by the
Association.
Notwithstanding anything in this Agreement to the contrary, in no event shall
the conversion of the Association from mutual to stock form (including without
limitation, through the formation of a stock holding company) or the
reorganization of the Association into the mutual holding company form of
organization constitute a "Change in Control" for purposes of this Agreement.
b. Termination. If within the period ending two years after a Change
in Control, (i) the Company and the Association shall terminate the
Executive's employment Without Cause, or (ii) Executive voluntarily
terminates his employment With Good Reason, the Company and the
Association shall, within ten calendar days of the termination of
Executive's employment, make a lump-sum cash payment to him equal
to 2.99 times the Executive's average Annual Compensation over the
five (5) most recently completed calendar years ending with the
year immediately preceding the effective date of the Change in
Control. In determining Executive's average Annual Compensation,
Annual Compensation shall include base salary and any other taxable
income, including but not limited to amounts related to the
granting, vesting or exercise of restricted stock or stock option
awards, commissions, bonuses (whether paid or accrued for the
applicable period), as well as, retirement benefits, director or
committee fees and fringe benefits paid or to be paid to Executive
or paid for Executive's benefit during any such year, profit
sharing, employee stock ownership plan and other retirement
contributions or benefits, including to any tax-qualified plan or
arrangement (whether or not taxable) made or accrued on behalf of
Executive of such year. The cash payment made under this Section
12(b) shall be made in lieu of any payment also required under
Section 11(f) of this Agreement because of a termination in such
period. Executive's rights under Section 11(f) are not otherwise
affected by this Section 12. Also, in such event, the Executive
shall, for a thirty-six (36) month period following his termination
of employment, receive the benefits he would have received over
such period under any retirement programs (whether tax- qualified
or nonqualified) in which the Executive participated prior to his
termination (with the amount of the benefits determined by
reference to the benefits received by the Executive or accrued on
his behalf under such programs during the twelve (12) months
preceding the Change in Control) and continue to participate in any
benefit plans of the Company and the Association that provide
health (including medical and dental), life or disability
insurance, or similar coverage upon terms no less favorable
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than the most favorable terms provided to senior executives of
during such period. In the event that the Company and the
Association are unable to provide such coverage by reason of the
Executive no longer being an employee, the Company and the
Association shall provide the Executive with comparable coverage on
an individual policy.
c. The provisions of Sections 12 and Sections 14 through 25, including
the defined terms used is such sections, shall continue in effect
until the later of the expiration of this Agreement or two years
following a Change in Control.
13. INDEMNIFICATION AND LIABILITY INSURANCE.
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a. Indemnification. The Company and the Association agree to indemnify
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the Executive (and his heirs, executors, and administrators), and
to advance expenses related thereto, to the fullest extent
permitted under applicable law and regulations against any and all
expenses and liabilities reasonably incurred by him in connection
with or arising out of any action, suit, or proceeding in which he
may be involved by reason of his having been a director or
Executive of the Company, the Association or any of their
subsidiaries (whether or not he continues to be a director or
Executive at the time of incurring any such expenses or
liabilities) such expenses and liabilities to include, but not be
limited to, judgments, court costs, and attorney's fees and the
cost of reasonable settlements, such settlements to be approved by
the Board, if such action is brought against the Executive in his
capacity as an Executive or director of the Company and the
Association or any of their subsidiaries. Indemnification for
expense shall not extend to matters for which the Executive has
been terminated for Cause. Nothing contained herein shall be deemed
to provide indemnification prohibited by applicable law or
regulation. Notwithstanding anything herein to the contrary, the
obligations of this Section 13 shall survive the term of this
Agreement by a period of six (6) years.
b. Insurance. During the period in which indemnification of the
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Executive is required under this Section, the Company and the
Association shall provide the Executive (and his heirs, executors,
and administrators) with coverage under a directors' and
Executives' liability policy at the expense of the Company and the
Association, at least equivalent to such coverage provided to
directors and senior Executives of the Company and the Association.
14. REIMBURSEMENT OF EXECUTIVE'S EXPENSES TO ENFORCE THIS AGREEMENT. The
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Company and the Association shall reimburse the Executive for all out-of-pocket
expenses, including, without limitation, reasonable attorney's fees, incurred by
the Executive in connection with successful enforcement by the Executive of the
obligations of the Company and the Association to the Executive under this
Agreement. Successful enforcement shall mean the grant of an award of money or
the requirement that the Company and the Association take some action specified
by
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this Agreement (i) as a result of court order; or (ii) otherwise by the
Company and the Association following an initial failure of the Company and the
Association to pay such money or take such
action promptly after written demand therefor from the Executive stating the
reason that such money or action was due under this Agreement at or prior to the
time of such demand.
15. LIMITATION OF BENEFITS UNDER CERTAIN CIRCUMSTANCES. If the payments
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and benefits pursuant to Section 12 of this Agreement, either alone or together
with other payments and benefits which the Executive has the right to receive
from the Company and the Association, would constitute a "parachute payment"
under Section 280G of the Code, the payments and benefits pursuant to Section 12
shall be reduced or revised, in the manner determined by the Executive, by the
amount, if any, which is the minimum necessary to result in no portion of the
payments and benefits under Section 12 being non-deductible to the Company and
the Association pursuant to Section 280G of the Code and subject to the excise
tax imposed under Section 4999 of the Code. The determination of any reduction
in the payments and benefits to be made pursuant to Section 12 shall be based
upon the opinion of the Company and the Association's independent public
accountants and paid for by the Company and the Association. In the event that
the Company, the Association and/or the Executive do not agree with the opinion
of such counsel, (i) the Company and the Association shall pay to the Executive
the maximum amount of payments and benefits pursuant to Section 12, as selected
by the Executive, which such opinion indicates there is a high probability do
not result in any of such payments and benefits being non-deductible to the
Company and the Association and subject to the imposition of the excise tax
imposed under Section 4999 of the Code and (ii) the Company and the Association
may request, and the Executive shall have the right to demand that they request,
a ruling from the IRS as to whether the disputed payments and benefits pursuant
to Section 12 have such consequences. Any such request for a ruling from the IRS
shall be promptly prepared and filed by the Company and the Association, but in
no event later than thirty (30) days from the date of the opinion of counsel
referred to above, and shall be subject to the Executive's approval prior to
filing, which shall not be unreasonably withheld. The Company, the Association
and the Executive agree to be bound by any ruling received from the IRS and to
make appropriate payments to each other to reflect any such rulings, together
with interest at the applicable federal rate provided for in Section 7872(f)(2)
of the Code. Nothing contained herein shall result in a reduction of any
payments or benefits to which the Executive may be entitled upon termination of
employment other than pursuant to Section 12 hereof, or a reduction in the
payments and benefits specified in Section 12 below zero.
16. INJUNCTIVE RELIEF. If there is a breach or threatened breach of
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Section 11(g) of this Agreement or the prohibitions upon disclosure contained in
Section 10(c) of this Agreement, the parties agree that there is no adequate
remedy at law for such breach, and that the Company and the Association shall be
entitled to injunctive relief restraining the Executive from such breach or
threatened breach, but such relief shall not be the exclusive remedy hereunder
for such breach. The parties hereto likewise agree that the Executive, without
limitation, shall be entitled to injunctive relief to enforce the obligations of
the Company and the Association under this Agreement.
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17. SUCCESSORS AND ASSIGNS.
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a. This Agreement shall inure to the benefit of and be binding upon
any corporate or other successor of the Company and the Association
which shall acquire, directly or indirectly, by merger,
consolidation, purchase or otherwise, all or substantially all of
the assets or stock of the Company and the Association.
b. Since the Company and the Association are contracting for the
unique and personal skills of Executive, Executive shall be
precluded from assigning or delegating his rights or duties
hereunder without first obtaining the written consent of the
Company and the Association.
18. NO MITIGATION. Executive shall not be required to mitigate the amount
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of any payment provided for in this Agreement by seeking other employment or
otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to Executive in any subsequent employment.
19. NOTICES. All notices, requests, demands and other communications in
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connection with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any general
or branch United States Post Office, by registered or certified mail, postage
prepaid, addressed to the Company and/or the Association at their principal
business offices and to Executive at his home address as maintained in the
records of the Company and the Association.
20. NO PLAN CREATED BY THIS AGREEMENT. Executive, the Company and the
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Association expressly declare and agree that this Agreement was negotiated among
them and that no provision or provisions of this Agreement are intended to, or
shall be deemed to, create any plan for purposes of the Employee Retirement
Income Security Act or any other law or regulation, and each party expressly
waives any right to assert the contrary. Any assertion in any judicial or
administrative filing, hearing, or process that such a plan was so created by
this Agreement shall be deemed a material breach of this Agreement by the party
making such an assertion.
21. AMENDMENTS. No amendments or additions to this Agreement shall be
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binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
22. APPLICABLE LAW. Except to the extent preempted by Federal law, the
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laws of the State of Connecticut shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.
23. SEVERABILITY. The provisions of this Agreement shall be deemed
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severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
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24. HEADINGS. Headings contained herein are for convenience of
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reference only.
25. ENTIRE AGREEMENT. This Agreement, together with any understanding
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or modifications thereof as agreed to in writing by the parties,shall constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof, other than written agreements with respect to specific plans, programs
or arrangements described in Sections 5 and 6.
26. REQUIRED PROVISIONS. In the event any of the foregoing provisions
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of this Section 26 are in conflict with the terms of this Agreement, this
Section 26 shall prevail.
a. The Association may terminate Executive's employment at any time,
but any termination by the Association, other than Termination for
Cause, shall not prejudice Executive's right to compensation or
other benefits under this Agreement. Executive shall not have the
right to receive compensation or other benefits for any period
after Termination for Cause as defined in Section 7 hereinabove.
b. If Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Association's affairs by a
notice served under Section 8(e)(3) or 8(g)(1) of the Federal
Deposit Insurance Act, 12 U.S.C. ss.1818(e)(3) or (g)(1); the
Association 's obligations under this contract shall be suspended
as of the date of service, unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the
Association may in its discretion: (i) pay Executive all or part of
the compensation withheld while their contract obligations were
suspended; and (ii) reinstate (in whole or in part) any of the
obligations which were suspended.
c. If Executive is removed and/or permanently prohibited from
participating in the conduct of the Association's affairs by an
order issued under Section 8(e)(4) or 8(g)(1) of the Federal
Deposit Insurance Act, 12 U.S.C. ss.1818(e)(4) or (g)(1), all
obligations of the Association under this contract shall terminate
as of the effective date of the order, but vested rights of the
contracting parties shall not be affected.
d. If the Association is in default as defined in Section 3(x)(1) of
the Federal Deposit Insurance Act, 12 U.S.C. ss.1813(x)(1) all
obligations of the Association under this contract shall terminate
as of the date of default, but this paragraph shall not affect any
vested rights of the contracting parties.
e. All obligations of the Association under this contract shall be
terminated, except to the extent determined that continuation of
the contract is necessary for the continued operation of the
institution: (i) by the Director of the OTS (or his designee), the
FDIC or the Resolution Trust Corporation, at the time the FDIC
enters into an agreement to provide assistance to or on behalf of
the Association under the authority contained in Section 13(c) of
the Federal Deposit Insurance Act, 12 U.S.C.ss.1823(c); or (ii) by
the Director of the OTS (or his designee) at the time the Director
(or his designee) approves a supervisory merger to resolve problems
related to the operations of the Association or when the
Association is determined by the Director
13
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to be in an unsafe or unsound condition. Any rights of the parties
that have already vested, however, shall not be affected by such
action.
f. Any payments made to Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon compliance with 12
U.S.C.ss.1828(k) and 12 C.F.R. Section 545.121 and any rules and
regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.
Attest: NEW ENGLAND BANCSHARES, INC.
/s/ Xxxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxx
--------------------------- -----------------------------
Xxxxxx X. Xxxxx
Chairman of the Board of Directors
Attest: ENFIELD FEDERAL SAVINGS AND
LOAN ASSOCIATION
/s/ Xxxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxx
------------------------------ ----------------------------------
Xxxxxx X. Xxxxx
Chairman of the Board of Directors
Witness: EXECUTIVE
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X.X'Xxxxxx
------------------------------- ------------------------------------
Xxxxx X. X'Xxxxxx
14
