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Exhibit
10.2
CHICOPEE SAVINGS
BANK
THREE-YEAR EMPLOYMENT
AGREEMENT
THIS AGREEMENT (the
“Agreement”), made this 19 th
day of July,
2006, by and between CHICOPEE SAVINGS BANK , a
Massachusetts-chartered financial institution (the
“Bank”), and WILLIAM J. WAGNER (the
“Executive”).
WHEREAS, Executive
serves in a position of substantial responsibility; and
WHEREAS, the Bank
wishes to assure Executive’s services for the term of this
Agreement; and
WHEREAS, Executive is
willing to serve in the employ of the Bank during the term of this
Agreement.
NOW, THEREFORE, in
consideration of the mutual covenants contained in this Agreement,
and upon the other terms and conditions provided for in this
Agreement, the parties hereby agree as follows:
1. Employment .
Executive is employed as President and Chief Executive Officer of
the Bank. Executive shall perform all duties and shall have all
powers commonly incident to the offices of President and Chief
Executive Officer or which, consistent with those offices, or
delegated to him by the Board of Directors of the Bank (the
“Board”). During the term of this Agreement, Executive
also agrees to serve, if elected, as an officer and/or director of
any subsidiary or affiliate of the Bank and to carry out the duties
and responsibilities reasonably appropriate to those
offices.
2. Location and
Facilities . Executive will be furnished with the 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 Bank,
or at such other site or sites customary for such
offices.
3. Term
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a. |
The term of this Agreement shall include: (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. |
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b. |
Commencing on the first anniversary of the Effective Date and
continuing on each anniversary of the Effective Date thereafter,
the disinterested members of the Board may extend the Agreement
term for an additional year, so that the remaining term of the
Agreement again becomes 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 will review the Agreement and
Executive’s performance annually for purposes of determining
whether to extend the Agreement term and will include the rationale
and results of its review in the minutes of the meeting. The Board
will notify Executive as soon as possible after its annual review
whether the Board has determined to extend the
Agreement. |
4. Base
Compensation .
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a. |
The Bank agrees to pay Executive during the term of this
Agreement a base salary at the rate of $311,000 per year, payable
in accordance with customary payroll practices. |
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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. |
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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 eligible to participate in discretionary
bonuses or other incentive compensation programs that the Company
or the Bank may award from time to time to senior management
employees pursuant to bonus plans or otherwise.
6. Benefit Plans
. Executive shall be eligible to participate in 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 Bank for the benefit of
its employees.
7. Vacations and
Leave .
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a. |
The Executive shall be entitled to vacation and other leave in
accordance with policy for senior executives, or otherwise as
approved by the Board. |
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b. |
In addition to paid vacation 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 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 . Executive shall be reimbursed for all
reasonable out-of-pocket business expenses incurred in connection
with his services under this Agreement upon substantiation of such
expenses in accordance with applicable policies of the
Bank.
9. Automobile
Allowance . During the term of this Agreement, the
Executive shall be entitled to use of a Bank-owned automobile. The
Bank shall provide car insurance, maintenance and gas for said
automobile. Executive shall comply with reasonable reporting and
expense limitations on the use of such automobile as may be
established by the Bank from time to time, and the Bank 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 will devote all
his business time, attention, skill, and efforts to the faithful
performance of his duties under this Agreement; 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 that will not present any conflict |
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of interest with the Bank or
any of its subsidiaries or affiliates, unfavorably affect the
performance of Executive’s duties pursuant to this Agreement,
or violate any applicable statute or regulation. Executive will not
engage in any business or activity contrary to the business affairs
or interests of the Bank or any of its subsidiaries or
affiliates.
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b. |
Nothing contained in this Agreement will prevent or limit
Executive’s right to invest in the capital stock or other
securities or interests of any business dissimilar from that of the
Bank, or, solely as a passive, minority investor, in any
business. |
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c. |
Executive agrees to maintain the confidentiality of any and all
information concerning the operation or financial status of the
Bank; 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 Bank or
its subsidiaries or affiliates to which he may be exposed during
the course of his employment. 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 will he
use the information in any way other than for the benefit of the
Bank. |
11. Termination and
Termination Pay . Subject to Section 12 of this
Agreement, Executive’s employment under this Agreement may be
terminated in the following circumstances:
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a. |
Death . Executive’s employment under this
Agreement will terminate upon his death during the term of this
Agreement, in which event Executive’s estate will receive the
compensation due to Executive through the last day of the calendar
month in which his death occurred. |
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b. |
Retirement . This Agreement will terminate upon
Executive’s retirement under the retirement benefit plan or
plans in which he participates pursuant to Section 6 of this
Agreement or otherwise. Executive will receive the compensation due
to him through his retirement date. |
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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
results in Executive becoming eligible for long-term disability
benefits under any long-term disability plans of the Bank (or, if
no such plans exists, 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 will
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 the
Board reasonably believes to be relevant. As a condition to any
benefits, the Board may require Executive to submit to physical or
mental evaluations and tests as the Board or its medical experts
deem reasonably appropriate. |
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ii. |
In the event of his Disability, Executive will no longer be
obligated to perform services under this Agreement. The Bank 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. The |
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Bank will make Disability
payments on a monthly basis commencing on the first day of the
month following the effective date of Executive’s termination
of employment due to Disability and ending on the earlier of:
(A) the date he returns to full-time employment at the Bank in
the same capacity as he was employed prior to his termination for
Disability; (B) his death; (C) his attainment of age 65;
or (D) the date this Agreement would have expired had
Executive’s employment not terminated by reason of
Disability. Such payments shall be reduced by the amount of any
short- or long-term disability benefits payable to Executive under
any other disability programs sponsored by the Bank. In addition,
during any period of Executive’s Disability, the Bank will
continue to provide Executive and his dependents, to the greatest
extent possible, with continued coverage under all benefit plans
(including, without limitation, retirement plans and medical,
dental and life insurance plans) in which Executive and/or his
dependent participated prior to his Disability on the same terms as
if he remained actively employed by the Bank.
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d. |
Termination for Cause . |
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i. |
The Board may, by written notice to Executive in the form and
manner specified in this paragraph, terminate his employment at any
time for “Cause.” Executive shall have no right to
receive compensation or other benefits for any period after
termination for Cause. Termination for Cause shall mean termination
because of, in the good faith determination of the Board,
Executive’s: |
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(4) |
Breach of fiduciary duty involving personal profit; |
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(5) |
Intentional failure to perform stated duties; |
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(6) |
Willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) that reflects adversely on
the reputation of the Bank, any felony conviction, any violation of
law involving moral turpitude or any violation of a final
cease-and-desist order; or |
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(7) |
Material breach by Executive of any provision of this
Agreement. |
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ii. |
Notwithstanding the foregoing, Executive shall not be deemed to
have been terminated for Cause by the Bank, unless the Bank has
delivered to Executive a copy of a resolution duly adopted at a
meeting of the Board where in the good faith opinion of the Board,
Executive was guilty of the conduct described above and specifying
the particulars of this conduct. |
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e. |
Voluntary Termination by Executive . In addition to his
other rights 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. Upon Executive’s voluntary termination, he will
receive only his compensation, and vested rights and benefits to
the date of his termination. |
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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”). |
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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 in effect as of his termination
date 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 Bank that provide health
(including medical and dental), or life insurance, or similar
coverage upon terms no less favorable than the most favorable terms
provided to senior executives of the Bank during such period. In
the event that the Bank is unable to provide such coverage by
reason of Executive no longer being an employee, the Bank shall
provide Executive with comparable coverage on an individual policy
basis. |
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iii. |
“Good Reason” exists if, without Executive’s
expre |
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