Exhibit 10.12
FORM OF EMPLOYMENT AGREEMENT
THIS AGREEMENT
made and entered into as of the 1st
day of January, 2009 by and among Intervest National Bank,
(hereinafter “Intervest”) and
(hereinafter “Executive”);
WITNESSETH
:
WHEREAS , the Board of Directors of Intervest
recognizing value of the experience and knowledge of Executive to
business of Intervest, desires to retain the valuable services and
business counsel of Executive, it being in the best interest of
Intervest to arrange terms of employment for Executive so as to
reasonably induce Executive to remain in his capacities with
Intervest for Executive’s term hereof; and
WHEREAS , Executive is willing to provide services to
Intervest in accordance with the terms and conditions hereinafter
set forth;
NOW, THEREFORE
, for and in consideration of the
mutual promises and covenants herein contained, the parties hereto
agree as follows:
1.
EMPLOYMENT
.
During Executive’s Employment,
Intervest agrees to employ Executive and Executive agrees to accept
such employment and to perform such duties and functions as the
Board of Directors of Intervest, and/or Intervest’s officers
as designated by the Board of Directors, may assign to Executive
from time to time, but only administrative and managerial functions
commensurate with Executive’s past experience and performance
level. As directed by the Board of Directors, he shall perform such
duties at the offices of Intervest in New York City
.
Responsibility for the supervision
of Executive shall rest with the Board of Directors of Intervest
and its Executive Committee, which shall review Executive’s
performance regularly. The Board of Directors of Intervest shall
have the authority to terminate Executive, subject to the
provisions outlined in Section 6 of this Agreement.
2.
TITLE . Executive
shall serve as Senior Vice President and Chief Financial Officer of
Intervest.
3.
TERM OF EMPLOYMENT . Executive’s
Employment referred to in Section 1 hereof shall commence on
January 1, 2009, and, subject to the termination provisions
set forth below, shall end December 31, 2009, provided,
however, that if (a) Executive advises Intervest in writing on
or before September 1, 2009, of his desire to extend the term
of the Agreement and (b) Intervest communicates its consent to
such extension in writing to Executive on or before
September 30, 2009, then the Agreement shall continue upon the
same terms and conditions for a further one-year period until
December 31, 2010, renewable by the parties from year to year
thereafter pursuant to the same procedure described herein. If
Intervest shall decide not to extend this Agreement, the denial
shall not be construed as a termination pursuant to Paragraph 6
below.
4.
ANNUAL COMPENSATION .
1
4.1
Base Salary .
During
Executive’s Employment, Executive shall be paid an annual
base salary (hereinafter “Base Salary”) which shall be
paid in equal installments in accordance with Intervest’s
normal pay practices, but not less frequently than monthly.
Executive’s annual Base Salary shall be $
Any increases to the Base Salary during Executive’s
Employment are at the discretion of the Board of Directors of
Intervest.
4.2
Bonus .
During Executive’s Employment and in addition to
Executive’s Base Salary, Executive may receive a bonus
payment payable prior to the end of each applicable calendar year.
The granting of any such bonus is at the sole discretion of the
Board of Directors of Intervest.
4.3
Additional Benefits .
During
Executive’s Employment, Executive shall be provided with such
employee benefits and benefit levels, including health and life
insurance, etc. as may be provided by the Board of Directors of
Intervest. The employee benefits shall be provided and maintained
at a level of not less than what is in effect at the time this
Agreement is executed. Executive shall be entitled to participate
in any qualified or unqualified pension, profit sharing or other
employee benefit plan adopted by Intervest hereafter.
Throughout Executive’s
Employment, Executive shall also be entitled to reimbursement for
reasonable business expenses incurred by him in the performance of
his duties hereunder, as approved from time to time by the Board of
Directors of Intervest.
5.
CHANGE IN CONTROL OF INTERVEST .
(a)
In the event of a “change in control” of Intervest, as
defined herein, Executive shall be entitled, for a period of one
(1) year from the date of closing of the transaction effecting
such change in control, at his election, to give written notice to
Intervest of termination of this Agreement and to receive a lump
sum cash payment as follows:
In the event of a change of control
during the first six (6) months of the Agreement, Executive
will be entitled to an amount equal to compensation, as outlined in
Section 4 of this Agreement, at Executive’s then current
compensation level, for the balance of the Agreement through
December 31, 2009 plus a bonus of six (6) months
compensation and, in the event of change of control following the
first six (6) month period, Executive shall be entitled to an
amount equal to compensation for the balance of the Agreement
through December 31, 2009 plus a bonus of three
(3) months compensation.
(b)
The severance payments provided for in this Section 5 shall be
paid by Intervest not later than ten (10) days after the date
of notice of termination by Executive under this Section 5 or
ten (10) days after the date of closing of the transaction
effecting the change in control of Intervest, whichever is
later.
(c)
For purposes of this Section 5, “change in
control” of Intervest shall mean:
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(i)
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any transaction, whether by
merger, consolidation, asset sal
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