EXHIBIT 10.9
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (this "Agreement"), made as of the 1st day of
January, 2005, is by and between CENTRAL JERSEY BANCORP, a New Jersey
corporation (the "Company" or "Bancorp"), and XXXX X. XXXXXXX ("Xx. Xxxxxxx").
WHEREAS, as a result of the combination (the "Combination") of the Company
and Xxxxxxx Community Bank ("Xxxxxxx") that went into effect as of the date of
this Agreement, and pursuant to the Agreement, dated June 2, 2003, between Xx.
Xxxxxxx and Xxxxxxx (the "Xxxxxxx Agreement"), Xx. Xxxxxxx is entitled to
certain benefits from the Company which are payable upon either (i) the
termination of Xx. Xxxxxxx'x employment with Bancorp for any reason, or (ii) Xx.
Xxxxxxx'x sole election to become a part-time employee of Bancorp;
WHEREAS, in order to facilitate the consummation of the Combination and to
ensure Xx. Xxxxxxx'x continued services on behalf of the Company thereafter, the
Company and Xx. Xxxxxxx desire to memorialize in this Agreement the benefits to
which Xx. Xxxxxxx is entitled as set forth in the preceding recital provision;
and
WHEREAS, this Agreement supercedes and replaces the Xxxxxxx Agreement in
its entirety.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, undertakings and representations contained herein, and intending to
be legally bound thereby, the Company and Xx. Xxxxxxx agree as follows:
1. Severance Package. As a result of the Combination, Xx. Xxxxxxx is
entitled to receive a cash payment totaling THREE HUNDRED TWENTY TWO THOUSAND
SEVEN HUNDRED SIXTY FIVE AND 72/100 DOLLARS ($322,765.72) (the "Severance
Payment") upon the first to occur of (i) the termination of Xx. Xxxxxxx'x
employment with Bancorp for any reason, including death, disability or
retirement, or (ii) Xx. Xxxxxxx'x sole election to become a part-time employee
of Bancorp (collectively referred to as the "Triggering Event"). The Severance
Payment is payable by Bancorp to Xx. Xxxxxxx or his designated beneficiary or
estate, as the case may be or as he may direct, in annual equal installments of
$100,000.00 per year for the first three years from the date of the Triggering
Event and the balance of such Severance Payment remaining shall be payable in
the fourth year. Further, upon the termination of Xx. Xxxxxxx'x full-time status
as an employee of Bancorp for whatever reason, Bancorp will provide health care
coverage for Xx. Xxxxxxx and his spouse to the same extent as it does for its
full-time employees for the remainder of their lives; provided, however, that if
Xx. Xxxxxxx and his spouse are not eligible for the health plans offered to the
employees of Bancorp due to the termination of Xx. Xxxxxxx'x full-time status as
an employee of Bancorp for whatever reason, Bancorp will obtain health care
coverage for Xx. Xxxxxxx and his spouse with benefits which are equal to or
better than those provided Bancorp's full-time employees at such time, at the
same cost to Xx. Xxxxxxx as if he was a full-time employee of Bancorp; and
provided, further, that such health care benefits are not less than the health
care benefits in place as of the date hereof.
2. Payment for Services Rendered as Vice Chairman. It is understood and
agreed by the parties to this Agreement that nothing contained in this Agreement
shall change, alter, affect or
substitute for any salary, bonus, directors fees or otherwise paid to Xx.
Xxxxxxx by the Company for his services rendered in the position of Vice
Chairman of the Company. Xx. Xxxxxxx shall be paid separately for his employment
services to the Company in addition to the Severance Payment he is entitled to
hereunder.
3. Entire Agreement, Amendments. This Agreement contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes any and all prior and contemporaneous
agreements and understandings, oral or written, with respect to the subject
matter hereof. This Agreement may not be changed, amended or modified orally,
but may change only by an agreement in writing signed by the party against whom
any waiver, change, amendment, modification or discharge may be sought.
4. Governing Law, Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of New Jersey
without application of its conflict of laws rules. Xx. Xxxxxxx hereby submits to
the exclusive jurisdiction and venue of the courts of the State of New Jersey or
the United States District Court for the District of New Jersey for purposes of
any legal action.
5. Binding Agreement. This Agreement shall be binding upon and inure to
the benefit of the executors, administrators, heirs, successors and assigns of
the parties.
6. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
agreement.
7. Notices. All notices required or permitted hereunder shall be in
writing and shall be sent by overnight courier or certified or registered mail,
return receipt requested, postage prepaid, as follows:
If to the Company: Central Jersey Bancorp
000 Xxxxxx Xxxxxx
Xxxx Xxxxxx, Xxx Xxxxxx 00000
Attn.: Xxxxx X. Xxxxxxx, President and Chief
Executive Officer
If to the Employee: Xxxx X. Xxxxxxx
000 Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxx Xxxxxx 00000
Notices may be sent to such other address as either party may designate in a
written notice served upon the other party in the manner provided herein. All
notices required or permitted hereunder shall be deemed duly given and received
on the next business day, if delivery is by overnight courier, or the second day
next succeeding the date of mailing, if delivery is by mail.
8. Headings. The section headings herein are for convenience only and
shall not affect the interpretation or construction of this Agreement.
9. Further Assurances. Each party shall cooperate with and take such
action as may be reasonably requested by the other party in order to carry out
the provisions and purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Severance
Agreement as of the date first written above.
ATTEST CENTRAL JERSEY BANCORP
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
-------------------- --------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary Title: President and Chief Executive Officer
WITNESS
/s/ Xxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxx Xxxxxx Xxxxxx X. Xxxxxxx
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