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Exhibit
10.2
EMPLOYMENT
AGREEMENT
This Employment Agreement
(“ Agreement ”) is made as of the 4th day of
June, 2007 between Ocean National Bank (the “ Bank
”) and Peter B. Alden, of Wolfeboro, New Hampshire (the
“ Executive ”).
WHEREAS , this
Agreement is entered into in connection with the Agreement and Plan
of Merger, dated as of June 4, 2007 (the “ Merger
Agreement ”), among Community Bank & Trust
Company, a New Hampshire bank and trust company (the “
Company ”), Chittenden Corporation, a Vermont
corporation, and the Bank, which provides for the merger of the
Company with and into the Bank, with the Bank as the surviving
entity (the “ Merger ”). Upon the termination of
the Merger Agreement in accordance with Article VIII thereof, this
Agreement shall be void ab initio and of no further force and
effect. Capitalized terms used but not defined herein shall have
the meaning set forth in the Merger Agreement; and
WHEREAS , after the
Merger, the Bank shall employ the Executive and the Executive shall
be employed by the Bank on the terms contained herein; provided
that the Bank’s obligations hereunder are conditioned on the
Executive: (i) fulfilling his responsibilities as President
and Chief Executive Officer of the Company and associated
transactional services through the Effective Time of the Merger in
a satisfactory manner as determined by the Company’s Board of
Directors; (ii) not voluntarily terminating his employment
with the Company prior to the Effective Time of the Merger; and
(iii) not being terminated by the Company for Cause (as
hereinafter defined) prior to the Effective Time of the
Merger.
NOW, THEREFORE , in
consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree
as follows:
1. Term . Subject to
the conditions set forth above, the termination provisions of
Section 5, and the notice and compensation provisions of
Section 6, the term of this Agreement shall extend from the
Effective Time of the Merger until the first anniversary of the
Closing Date of the Merger (the “ Term ”). If
the Executive’s employment continues beyond the Term, his
employment will be on an at-will basis and will no longer be
subject to the terms of this Agreement.
2. Position and Duties
. The Executive shall serve as a Senior Vice President and shall
have responsibilities and duties as may from time to time be
prescribed by the President of the Bank or other authorized
executive consistent with his title.
3. Extent of Service .
The Executive shall devote his full working time and best efforts
to the business and affairs of the Bank. Notwithstanding the
foregoing, the Executive may serve on other boards of directors,
with the approval of the President of the Bank, or engage in
religious, charitable or other community activities as long as such
services and activities do not materially interfere with the
Executive’s performance of his duties to the Bank as provided
in this Agreement.
4. Compensation and
Related Matters .
(a) Base Salary . The
Executive’s annual base salary shall be $195,000 (the “
Base Salary ”). The Base Salary shall be payable in
periodic installments in accordance with the Bank’s usual
practice for its senior executives.
(b) Benefits . The
Executive shall be entitled to participate in or receive benefits
under any employee benefit plan or arrangement offered by the Bank
which is now or in the future made available by the Bank generally
to its executives and key management employees, subject to and on a
basis consistent with the terms, conditions and overall
administration of such plan or arrangement. Notwithstanding the
foregoing, nothing in this Section 4(b) shall be construed to
require the Bank to maintain any employee benefit plan or
program.
(c) Vacations . The
Executive shall be entitled to 25 paid vacation days in each full
year, which shall be accrued ratably and otherwise administered
pursuant to the Bank’s policies and practices concerning
vacations.
(d) Automobile . As
promptly as reasonably practicable following the Effective Time of
the Merger, the Bank shall take such actions as may be necessary to
allow the Executive to assume ownership of the automobile that is
owned by the Company and currently used by the
Executive.
5. Termination . The
Executive’s employment hereunder may be terminated without
any breach of this Agreement under the following circumstances,
subject to the payment obligations set forth in
Section 6:
(a) Death . The
Executive’s employment hereunder shall terminate upon his
death.
(b) Disability . If
the Executive shall be disabled so as to be unable to perform the
essential functions of the Executive’s then existing position
or positions under this Agreement with or without reasonable
accommodation, the Bank may remove the Executive from any
responsibilities, reassign the Executive to another position with
the Bank and/or terminate the Executive’s employment. Nothing
in this Section 5(b) shall be construed to waive the
Executive’s rights, if any, under existing law including,
without limitation, the Family and Medical Leave Act of 1993, 29
U.S.C. §2601 et seq . and the Americans with
Disabilities Act, 42 U.S.C. §12101 et seq.
(c) Termination by Bank
for Cause . At any time during the Term, the Bank may terminate
the Executive’s employment hereunder for Cause. For purposes
of this Agreement, “ Cause ” shall mean:
(i) conduct by the Executive constituting a material act of
willful misconduct in connection with the performance of his
duties, including, without limitation, misappropriation of funds or
property of the Bank; (ii) the commission by the Executive of
(A) any felony, (B) a misdemeanor involving moral
turpitude, deceit, dishonesty or fraud, or (C) any conduct by
the Executive that would reasonably be expected to result in
material injury or reputational harm to the Bank if he were
retained in his position; (iii) failure to perform to the
reasonable satisfaction of the President a substantial portion of
the Executive’s duties and responsibilities assigned or
delegated under this Agreement, which failure continues, in the
reasonable judgment of the President, after written notice given to
the Executive by the
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President; (iv) a breach by the
Executive of any of the provisions of this Agreement; (v) a
material violation by the Executive of any of the Bank’s
policies; or (vi) failure to cooperate with a bona fide
internal investigation or an investigation by regulatory or law
enforcement authorities, after being instructed by the Bank to
cooperate, or the destruction of or failure to preserve documents
or other materials known to be relevant to such investigation or
the inducement of others to fail to cooperate or to produce
documents or other materials.
(d) Termination Without
Cause . At any time during the Term, the Bank may terminate the
Executive’s employment hereunder without Cause.
(e) Termination by the
Executive . At any time during the Term, the Executive may
terminate his employment hereunder for any reason, including but
not limited to Good Reason. For purposes of this Agreement, “
Good Reason ” shall mean the occurrence of any of the
following events during the Term: (i) a breach by the Bank of
any of its material obligations under this Agreement; (ii) a
material diminution in the Executive’s authority, duties or
responsibilities; or (iii) a material change (more than 75
miles) in geographic location at which the employee must
principally perform services as a Senior Vice President unless
Executive consents to such change in location. Notwithstanding the
forgoing, with respect to Good Reason pursuant to Sections 5(e)(i)
and (ii), such conditions must have continued for thirty
(30) days after written notice is provided by the Executive to
the Bank’s President, such notice to include a specific
reference to this Section 5(e) and, with respect to Good
Reason pursuant to Sections 5(e)(i), (ii) and (iii), Executive
must leave his employment within sixty (60) days after the
occurrence of the initial Good Reason condition.
(f) Notice of
Termination . Except for termination as specified in
Section 5(a), any termination of the Executive’s
employment by the Bank or any such termination by the Executive
shall be communicated by written Notice of Termination to the other
party hereto. For purposes of this Agreement, a “ Notice
of Termination ” shall mean a notice which shall indicate
the specific termination provision in this Agreement relied
upon.
(g) Date of
Termination . For purposes of this Agreement, the “
Date of Termination ” shall mean: (i) if the
Executive’s employment is terminated by his death, the date
of his death; (ii) if the Executive’s employment is
terminated on account of disability or by the Bank for Cause, the
date on which Notice of Termination is given; (iii) if the
Executive’s employment is terminated by the Bank without
Cause, thirty (30) days after the date on which a Notice of
Termination is given or, at the Bank’s election, on any
earlier date following the date on which a Notice of Termination is
given provided that the Bank pays the Executive his Base Salary for
all or the remainder of the thirty (30) days in lieu of
providing the Executive with such notice; or (iv) if the
Executive’s employment is terminated by the Executive for any
reason, thirty (30) days after the date on which a Notice of
Termination is gi
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