EMPLOYMENT AGREEMENTEmployee Secondment Agreement |
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Search Employee Secondment Agreement by:
SYNERGY FINANCIAL GROUP, INC.
EMPLOYMENT
AGREEMENT
THIS AGREEMENT,
is effective as of this
1st day of January 2005,
(hereinafter the ("Effective Date") by and between Synergy Financial
Group,
Inc., Cranford, New
Jersey (hereinafter the
"Company") and John
S. Fiore
(hereinafter the "Executive").
WITNESSETH
WHEREAS, the
Executive has heretofore been employed by Synergy Bank
(the "Savings Bank") and the Company
as the President and Chief
Executive
Officer and is experienced in all phases of the business of the Company; and
WHEREAS, the Company desires to
be ensured of the Executive's continued
active participation in the business of the Company; and
WHEREAS, in order to induce the Executive
to remain in the employ of
the Company and in consideration of the Executive's agreeing to remain in the
employ of the Company, the parties
desire to specify the continuing
employment
relationship between the Company and the Executive;
NOW THEREFORE,
in consideration of
the premises and
the mutual
agreements herein contained, the parties hereby agree as follows:
1. Employment. The Company
hereby employs the Executive in the capacity
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of President and Chief Executive Officer.
The Executive hereby accepts said
employment and agrees to render such
administrative and management
services to
the Company as are currently
rendered and as are customarily
performed by
persons situated in a similar
executive capacity. The Executive shall promote
the business of the Company. The
Executive's other duties shall be such
as the
Board of Directors for the Company (the "Board of Directors" or "Board") may
from time to time reasonably
direct, including normal duties as an officer of
the Company.
2. Term of Employment. The term of employment of Executive under this
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Agreement shall be for the period commencing on the Effective Date and ending
thirty-six (36) months thereafter (hereinafter the "Term").
Additionally, on, or
before, each annual anniversary date from the Effective Date, the
Term of such
Agreement shall be extended
for an additional year so that the contract is
always for a thirty-six (36) month term,
unless the Board of Directors makes an
affirmative decision not to extend
the Term and gives written notice to the
Executive of such decision not to extend
such Term not later than November 1 of
such year. References herein to the Term of this Agreement shall
refer both to
the initial term and successive terms.
<PAGE>
3. Compensation, Benefits and
Expenses.
-----------------------------------
(a) Base Salary. The Company shall compensate and pay the
Executive
-----------
during the Term of
this Agreement a
minimum base salary
at the rate of
$345,000.00 per annum (hereinafter the "Base Salary"), payable in cash not less
frequently than bi-weekly;
provided, that the rate of
such salary shall be
reviewed by the Board of
Directors not less often
than annually, and the
Executive shall be entitled to receive
increases at such percentages or in such
amounts as determined by the Board of Directors.
The Base Salary may not be
decreased without the Executive's express written consent. The Base Salary
shall
be offset by any Base Salary paid to the Executive by the Savings Bank.
(b) Discretionary Bonus.
The Executive shall
be entitled to
---------------------
participate in an equitable manner with all other senior management employees
of
the Company in discretionary bonuses that
may be authorized and declared by the
Board of Directors to its senior
management executives from time to time. No
other compensation shall be deemed a substitute for the Executive's
right to
participate in such discretionary bonuses and as declared by the Board.
(c) Participation
in Benefit and Retirement
Plans. The Executive
-----------------------------------------------
shall be entitled to participate in and
receive the benefits of any plan of the
Company which may be or may become applicable to senior management
relating to
pension or other retirement
benefit plans, supplementary
retirement plan,
profit-sharing, stock options or
incentive plans, or other plans,
benefits and
privileges given to employees and
executives of the Company,
to the extent
commensurate with his then duties and responsibilities, as fixed by the Board
of
Directors of the Company.
(d) Participation
in Medical Plans and Insurance
Policies. The
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Executive shall be entitled to participate
in and receive the benefits of any
plan or policy of the Company which may
be or may become applicable to senior
management relating to life insurance, short and long term disability, medical,
dental, vision, prescription drugs or medical reimbursement plans. During the
term of the Executive's employment with
the Company, the Executive's dependent
family may participate in such programs, with the cost of premiums paid by the
Company. Additionally, upon termination
with Good Reason, without cause or as a
result of a change in control, Executive
and Executive's dependent family shall
continue to be eligible to
participate in medical and
dental insurance plans
sponsored by the Company for the remaining
Term of the Agreement with the total
cost of such premiums paid by the Company.
(e) Vacations and Sick Leave. The
Executive shall be entitled to
------------------------
paid annual vacation leave in accordance
with the policies as established
from
time to time by the Board of Directors,
which shall, in no event, be less
than
five weeks per annum. In the event of termination of employment, Executive
shall
be paid for unused
and accrued vacation
at the then-current salary.
The
Executive shall also be entitled to an
annual sick leave benefit as established
by the Board for senior management employees of the Company.
2
<PAGE>
(f) Expenses. The Company
shall reimburse the Executive or otherwise
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provide for or pay for or pay for
all reasonable expenses
incurred by the
Executive in furtherance of, or in connection with, the business of the
Company,
including, but not by way of
limitation, premium country club dues,
automobile
and traveling expenses, industry
conventions and meetings and all
reasonable
entertainment expenses, subject
to such reasonable documentation
and other
limitations as may be established by the
Board of Directors of the Company. In
addition, the Company shall reimburse
the Executive for the costs
associated
with preparation of his federal and state tax returns.
(g) Automobile.
The Company will provide the
Executive with an
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automobile for business use. Upon termination of employment of the Executive
for
any reason, the Company will transfer
title of ownership of such automobile to
the Executive and the Executive will pay any applicable taxes.
(h) Changes in Benefits. The Company
shall not make any changes in
-------------------
such plans, benefits or privileges previously described in Section 3(c), (d)
and
(e) which would adversely affect the Executive's rights or benefits thereunder,
unless such change occurs pursuant to a program applicable
to all executive
officers of the Company and does not result in a proportionately greater
adverse
change in the rights of, or benefits to
the Executive, as
compared with any
other executive officer of the Company. Nothing paid to Executive under any
plan
or arrangement presently
in effect or made available in the future shall be
deemed to be in lieu of the salary payable to Executive pursuant to Section
3(a)
hereof.
(i) Other
Arrangements.
Notwithstanding anything herein
to the
--------------------
contrary, the Company and the Executive may enter into additional
agreements
related to compensation, retirement,
bonus arrangements, insurance arrangements
and the like. No such
additional arrangements will
reduce or replace any
obligations of the Company set forth herein unless specifically provided for in
writing as set forth in such additional agreements.
4. Loyalty.
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(a) The Executive
shall devote his full time and
attention to the
performance of his employment
under this Agreement.
During the term of the
Executive's employment under this
Agreement, the Executive shall not
engage in
any business or activity contrary to
the business affairs or interests of the
Company.
(b) Nothing contained in this Section shall be deemed to
prevent or
limit the right of Executive to invest in the capital stock or other securities
of any business dissimilar from that of the Company, or, solely as a passive or
minority investor, in any business.
5. Standards. During the term of this Agreement, the Executive
shall
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perform his duties in accordance with such
reasonable standards expected of
executives with comparable positions
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<PAGE>
in comparable organizations and as may be established from time to time
by the
Board of Directors.
6. Termination and Termination Pay. The Executive's employment under
--------------------------------
this Agreement shall be terminated upon any of the following occurrences:
(a) Death.
The death of the
Executive during the Term of this
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Agreement, in which event the Executive's
estate shall be entitled to receive
the compensation due the Executive through the last day of the calendar month
in
which Executive's death shall have occurred.
(b) Just Cause. The Board of
Directors may terminate the Executive's
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employment at any time, but any termination by the Board of Directors other
than
termination for Just Cause,
shall not prejudice
the Executive's right to
compensation or other benefits under this Agreement. The Executive shall have
no
right to receive compensation or other benefits for any period after
termination
for "Just Cause". The Board may, within its sole discretion,
acting in good
faith, terminate the Executive for Just Cause and shall notify
such Executive
accordingly. Termination for "Just
Cause" shall include termination
because of
the Executive's personal dishonesty, incompetence, willful misconduct, breach
of
fiduciary duty involving personal profit,
intentional failure to perform stated
duties, willful violation of any law, rule or regulation
(other than traffic
violations or similar offenses) or final cease-and-desist order,
or material
breach of any provision of the Agreement.
(c) Without
Just Cause. Except as
provided pursuant to Section 9
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hereof, in the event Executive's employment under this Agreement is terminated
by the Board of Directors without Just
Cause, the Company shall be obligated to
continue to pay the Executive the salary
provided pursuant to Section
3(a)
herein plus the highest rate of bonus granted to the Executive during the prior
three calendar years,
for a period of thirty six (36) months from the date of
termination of employment, and continued
participation in all benefit
plans,
retirement plans and perquisites during
such period or comparable compensation
for such benefits to the extent that continued participation is not
permissible,
including, but not
limited to the cost
of the Executive and
Executive's
dependent family obtaining all health, life,
disability, and other benefits
which the Executive would be eligible to
participate in through such date based
upon the benefit levels substantially equal to those being provided Executive
at
the date of termination of employment.
(d) With Good Reason.
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(i) The
Executive may, by
written notice to the
Board of
Directors, terminate
this Agreement at any time within sixty
(60) days following
an event constituting "Good
Reason." In
the event, the Executive terminates
this Agreement with Good
Reason, the Company
shall be obligated to continue to
pay
the Executive the
salary provided pursuant to Section 3(a)
of this
Agreement for a
period of thirty-six
months
thereafter, and the
cost of the Executive obtaining
all
health, life,
disability and other benefits which the
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<PAGE>
Executive would be eligible to participate in through such
date based upon
benefit levels substantially equal to
those
being provided the Executive at the date of termination of
employment.
(ii) "Good Reason" shall exist if,
without the Executive's
express written
consent, the Company
materially
breaches any
of its obligations under this Agreement.
Without limitation,
such a material breach shall be
deemed to
occur upon any of the following:
(1) A
material reduction in
the Executive's
function, duties
or responsibilities, which
change would cause the Executive's
position
to become one
of lesser responsibility,
importance or scope from the position
and
attributes described herein;
(2)






