FORM OF EMPLOYEE LETTER AGREEMENT
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CONFIDENTIAL
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[Date]
[Employee Name]
[Address Line 1]
[Address Line 2]
Dear [Employee Name]:
On behalf of the Board of Directors, I am pleased to extend this offer of
employment as Senior Vice President and Chief Financial Officer of Xxxxxx
Bancorp, Inc. ("Xxxxxx") commencing January 31, 2000 (your duties, as generally
defined, are provided in the position description enclosed herein as Attachment
A).
You will report to the President and Chief Executive Officer and you will be
compensated as follows.
BASE SALARY: $[ ]
INCENTIVE COMPENSATION: Bonus in an amount up to 15% of base salary,
although the Board may, in its discretion,
make an award outside of the aforementioned
range.*
Restricted stock in an amount of 1,000
shares, vesting in equal installments over a
period of 3 years, beginning at the end of
the first full year of employment**
Stock Options in an amount of 4,000 shares,
vesting in equal installments over a period
of 3 years, beginning at the end of the
first full year of employment**
The first three months of employment shall be an introductory period. At the end
of the introductory period, you shall be eligible to participate in all
generally applicable employee benefit programs established pursuant to the
policies of Xxxxxx. Such benefits include comprehensive health, dental, vision,
life insurance, long-term disability, 401(k) and Employee Stock Ownership plans,
on a non-contributory or contributory basis. You are eligible to enroll in the
Bank's Medical Benefits Programs immediately. You will receive the information
and material necessary for enrollment on your first day of employment. You must
enroll within 30 days of your start date or you will have to wait until the next
open enrollment period, currently January of every year. You will receive 20
days vacation during the calendar year ending December 31, 2000, which can be
taken upon successful completion of the introductory period, subject to changes
that may be made after a review of the Bank's vacation and other benefits
policies is completed (see enclosed summary of Xxxxxx'x benefits which are
enclosed herein as Attachment B).
[EMPLOYEE NAME] OFFER LETTER, PG. 2
This is an offer of "at will" employment, that is, Xxxxxx retains the right to
terminate the employment relationship at any time, with or without cause.
However, in the event of a termination other than for cause, due to a change in
control, as defined in the Xxxxxx Severance Plan (the "Plan"), as approved by
the Office of Thrift Supervision (enclosed herein as Attachment C), a series of
post-termination payments and benefits would be granted.
I encourage you to read the Severance Plan in its entirety. While under this
Plan you are not eligible for payment until you have completed one year of
service, we have asked the Office of Thrift Supervision to approve, as part of
the terms of your employment with Xxxxxx, the conditions and maximum termination
payments provided under the Plan and as noted below:
o eligibility results from termination in the case of changes of control as
defined in the Plan and other circumstances at the discretion of the Board
as Plan Administrator. Conduct amounting to "cause" as defined in the Plan,
is not eligible.
o continuation of weekly salary for a length of 39 weeks as well as a lump
sum payment for any unused vacation time (note that this is the maximum
allowed under the Plan for Senior Officers of the Bank).
o continuation of participation in the Bank's health plan, including premium
sharing arrangements, deductibles and co-payments, during the severance
period.
o utilization of the services of an outplacement counseling firm at the
Bank's expense, for assistance in preparing a resume, developing
interviewing skills, identifying career opportunities and evaluating job
offers and other such services, up to a maximum of 10% of your salary.
o all payments are subject to completion of a list of transition assignments,
release of legal liabilities, non-compete and non-disclosure provisions.
Our offer is contingent upon your completing the enclosed employment package.
The package includes a security data sheet, the code of Professional Conduct and
confirmation of employment authorization (Immigration and Naturalization
Service's Form 1-9). In addition, it will be necessary for you to successfully
complete a confidential drug and fingerprint screening and a background
investigation, including, but not limited to, your employment, education and
credit history. Your employment at Xxxxxx is further subject to approval by the
Office of Thrift Supervision for whom you must complete the enclosed form, the
Interagency Biographical and Financial Report.
If this offer meets with your agreement, please indicate so by signing in the
space provided below. We look forward to having you join this most ambitious
effort to reposition Xxxxxx for the 21st century.
Very truly yours,
Xxxxxxx X. Xxxxxx
I accept
____________________________________
[Employee Name]
c: Xxxxxxxxx X. Xxxxxxx, Chairman of the Board
[Employee Name] OFFER LETTER, PG. 3
* Bonuses will be based on the performance of Xxxxxx generally and your
department specifically, payable in cash and/or in stock options, at
the Bank's discretion. These amounts and the conditions and
deliverables upon which they are payable have not yet been finalized. A
list of likely objectives for the Finance Department under your
leadership is attached as Attachment D.
** Such restricted stock and options grants are subject to approval by the
Board of Directors and the Company's shareholders.
[EMPLOYEE NAME] OFFER LETTER
ATTACHMENT D
[EMPLOYEE NAMES] PERFORMANCE OBJECTIVES
