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Exhibit
10.5.4
LEGACY BANCORP,
INC.
EMPLOYMENT
AGREEMENT
This AGREEMENT
(“Agreement”) is made effective as of
, 2005, by and between Legacy Bancorp, Inc. (the “Holding
Company”), a corporation organized under the laws of
Delaware, with its principal offices at 99 North Street,
Pittsfield, Massachusetts, 01202 and Stephen M. Conley
(“Executive”). Any reference to
“Institution” or “Bank” herein shall mean
Legacy Banks or any successor thereto.
WHEREAS, the Holding Company
wishes to assure itself of the services of Executive for the period
provided in this Agreement; and
WHEREAS, Executive is willing
to serve in the employ of the Holding Company on a full-time basis
for said period.
NOW, THEREFORE, in
consideration of the mutual covenants herein contained, and upon
the other terms and conditions hereinafter provided, the parties
hereby agree as follows:
| 1. |
POSITION AND RESPONSIBILITIES. |
During the period of Executive’s
employment hereunder, Executive agrees to serve as Senior Vice
President, Treasurer and Chief Financial Officer the Holding
Company. Executive shall render administrative and management
services to the Holding Company such as are customarily performed
by persons in a similar executive capacity. During said period,
Executive also agrees to serve, if elected, as an officer or
director of any subsidiary of the Holding Company.
(a) The period of
Executive’s employment under this Agreement shall be deemed
to have commenced as of the date first above written and shall
continue for a period of twenty-four (24) full calendar months
thereafter. Commencing on the first anniversary date of this
Agreement, and continuing on each anniversary thereafter, the
Agreement shall automatically renew for a successive term of two
(2) years, unless either party gives notice to the other party at
least sixty (60) days prior to the expiration of the initial or any
renewal term that this Agreement shall not renew.
(b) During the period of
Executive’s employment hereunder, except for periods of
absence occasioned by illness, reasonable vacation periods, and
reasonable leaves of absence, Executive shall devote substantially
all his business time, attention, skill, and efforts to the
faithful performance of his duties hereunder, including activities
and services related to the organization, operation and management
of the Holding Company and its direct or indirect subsidiaries
(“Subsidiaries”) and participation in community,
professional and civic organizations; provided, however, that, with
the approval of the Board, as evidenced by a resolution of such
Board, from time to time, Executive may serve, or continue to
serve, on the boards of directors of, and hold any other offices or
positions in, companies or organizations, which, in such
Board’s judgment, will not present any conflict of interest
with the Holding
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Company or its Subsidiaries, or
materially affect the performance of Executive’s duties
pursuant to this Agreement.
(c) Notwithstanding anything
herein contained to the contrary, Executive’s employment with
the Holding Company may be terminated by the Holding Company or
Executive during the term of this Agreement, subject to the terms
and conditions of this Agreement. However, Executive shall not
perform, in any respect, directly or indirectly, during the
pendency of his temporary or permanent suspension or termination
from the Institution, duties and responsibilities formerly
performed at the Institution as part of his duties and
responsibilities as Senior Vice President, Treasurer and Chief
Financial Officer of the Holding Company.
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COMPENSATION AND REIMBURSEMENT. |
(a) The Bank shall pay
Executive as compensation a salary of not less than $128,100 per
year (“Base Salary”) payable in accordance with the
normal payroll practices of the Bank. Base Salary shall include any
amounts of compensation deferred by Executive under any
tax-qualified retirement or welfare benefit plan or any other
deferred compensation arrangement maintained by the Bank. During
the period of this Agreement, Executive’s Base Salary shall
be reviewed at least annually; the first such review will be made
no later than one year from the date of this Agreement. Such review
shall be conducted by the Board or by a committee of the Board
delegated such responsibility by the Board. The committee or the
Board may increase Executive’s Base Salary. Any increase in
Base Salary shall become the “Base Salary” for purposes
of this Agreement. In addition to the Base Salary provided in this
Section 3(a), the Holding Company shall also provide Executive, at
no premium cost to Executive, with all such other benefits as
provided uniformly to permanent full-time employees of the Holding
Company and its Subsidiaries.
(b) Executive shall be
entitled to participate in an equitable manner with all other
executive officers of the Holding Company in discretionary bonuses
as authorized and declared by the Board to executive employees. No
other compensation provided for in this Agreement shall be deemed a
substitute for Executive’s right to participate in such
bonuses when and as declared by the Holding Company
Board.
(c) Executive shall be
entitled to participate in any employee benefit plans, arrangements
and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from
immediately prior to the beginning of the term of this Agreement,
and the Holding Company will not, without Executive’s prior
written consent, make any changes in such plans, arrangements or
perquisites which would materially adversely affect
Executive’s rights or benefits thereunder; except to the
extent such changes are made applicable to all participants on a
non-discriminatory basis. Without limiting the generality of the
foregoing provisions of this Subsection (d), Executive shall be
entitled to participate in or receive benefits under all plans
relating to stock options, restricted stock awards, stock
purchases, pension, thrift, supplemental retirement,
profit-sharing, employee stock ownership, group life insurance,
medical and other health and welfare coverage, education, cash or
stock bonuses that are now or hereafter made available by the
Holding Company in the future to its senior executives and key
management employees, subject to and on a basis consistent with
the
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terms, conditions and overall
administration of such plans and arrangements. Nothing paid to
Executive under any such plan or arrangement will be deemed to be
in lieu of other compensation to which Executive is entitled under
this Agreement.
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PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. |
(a) Upon the occurrence of an
Event of Termination (as herein defined) during Executive’s
term of employment under this Agreement, the provisions of this
Section shall apply. As used in this Agreement, an “Event of
Termination” shall mean and include any one or more of the
following: (i) the termination by the Holding Company of
Executive’s full-time employment hereunder for any reason
other than termination governed by Section 5(a) hereof, or for
Cause, as defined in Section 7 hereof; (ii) Executive’s
resignation from the Holding Company’s employ, upon, any (A)
failure to elect or reelect or to appoint or reappoint Executive as
Senior Vice President, Treasurer and Chief Financial Officer,
unless consented to by Executive, (B) a material change in
Executive’s function, duties, or responsibilities with the
Holding Company or its Subsidiaries, which change would cause
Executive’s position to become one of lesser responsibility,
importance, or scope from the position and attributes thereof
described in Section 1, above, unless consented to by Executive,
(C) a relocation of Executive’s principal place of employment
by more than 30 miles from its location at the effective date of
this Agreement, unless consented to by Executive, (D) a material
reduction in the benefits and perquisites to Executive from those
being provided as of the effective date of this Agreement, unless
consented to by Executive, (E) a liquidation or dissolution of the
Holding Company or the Institution, or (F) breach of this Agreement
by the Holding Company. Upon the occurrence of any event described
in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall
have the right to elect to terminate his employment under this
Agreement by resignation upon not less than sixty (60) days prior
written notice given within six full calendar months after the
event giving rise to said right to elect.
(b) Upon the occurrence of an
Event of Termination, on the Date of Termination, as defined in
Section 8, the Holding Company shall be obligated to pay Executive,
or, in the event of his subsequent death, his beneficiary or
beneficiaries, or his estate, as the case may be, an amount equal
to the sum of:
(i) the Base Salary and
bonuses, in accordance with Sections 3(a) and 3(b), respectively,
that would have been paid to Executive for the remaining term of
this Agreement had the Event of Termination not occurred;
plus
(ii) the value, as calculated
by a recognized firm customarily performing such valuation, of any
stock options which as of the Date of Termination, have been
granted to Executive but are not exercisable by Executive and the
value of any restricted stock awards which have been granted to
Executive, but in which Executive does not have a non-forfeitable
or fully-vested interest as of the Date of Termination;
At the election of Executive, which
election is to be made prior to an Event of Termination, such
payments shall be made in a lump sum. In the event that no election
is made, payment to Executive will be made on a monthly basis in
approximately equal installments during the
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remaining term of the Agreement. Such
payments shall not be reduced in the event Executive obtains other
employment following termination of employment.
(c) Upon the occurrence of an
Event of Termination, the Holding Company will cause to be
continued life, medical, dental and disability coverage
substantially equivalent to the coverage maintained by the Holding
Company or its Subsidiaries for Executive prior to his termination
at no premium cost to Executive. Such coverage shall cease upon the
expiration of the remaining term of this Agreement.
(a) For purposes of this
Agreement, a “Change in Control” shall mean an event of
a nature that: (i) would be required to be reported in response to
Item 5.01(a) of the current report on Form 8-K, as in effect on the
date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”); or (ii)
results in a Change in Control of the Bank or the Holding Company
within the meaning of the Change in Bank Control Act and the Rules
and Regulations promulgated by the Federal Deposit Insurance
Corporation (“FDIC”) at 12 C.F.R. ss. 303.4(a) with
respect to the Bank and the Rules and Regulations promulgated by
the Office of Thrift Supervision (“OTS”) (or its
predecessor agency), with respect to the Holding Company, as in
effect on the date of this Agreement, or (iii) without limitation
such a Change in Control shall be deemed to have occurred at such
time as (A) any “person” (as the term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Bank or
the Holding Company representing 20% or more of the Bank’s or
the Holding Company’s outstanding securities except for any
securities of the Bank purchased by the Holding Company in
connection with the conversion of the Bank to the stock form and
any securities purchased by any tax qualified employee benefit plan
of the Bank; or (B) individuals who constitute the Board of
Directors on the date hereof (the “Incumbent Board”)
cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Holding Company’s
stockholders was approved by the same Nominating Committee serving
under an Incumbent Board, shall be, for purposes of this clause
(B), considered as though he were a member of the Incumbent Board;
or (C) a plan of reorganization, merger, consolidation, sale of all
or substantially all the assets of the Bank or the Holding Company
or similar transaction occurs in which the Bank or Holding Company
is not the resulting entity; or (D) solicitations of shareholders
of the Holding Company, by someone other than the current
management of the Holding Company, seeking stockholder approval of
a plan of reorganization, merger or consolidation of the Holding
Company or Bank or similar transaction with one or more
corporations as a result of which the outstanding shares of the
class of securities then subject to the plan or transaction are
exchanged for or converted into cash or property or securities not
issued by the Bank or the Holding Company shall be distributed; or
(E) a tender offer is made for 20% or more of the voting securities
of the Bank or the Holding Company.
(b) If a Change in Control
has occurred pursuant to Section 5(a) or the Board has determined
that a Change in Control has occurred, Executive shall be entitled
to the benefits provided in paragraphs (c) and (d), of this Section
5 upon his subsequent termination of
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employment at any time during the term
of this Agreement due to (i) Executive’s dismissal, or (ii)
Executive’s voluntary resignation following any demotion,
loss of title, office or significant authority or responsibility,
reduction in the annual compensation or reduction in benefits or
relocation of his principal place of employment by more than 30
miles from its location immediately prior to the change in control,
unless such termination is because of his death or Termination for
Cause.
(c) Upon Executive’s
entitlement to benefits pursuant to Section 5(b), the Holding
Company shall pay Executive, or in the event of his subsequent
death, his beneficiary or beneficiaries, or his estate, as the case
may be, as severance pay or liquidated damages, or both, an amount
equal to the greater of: (1) the Base Salary and bonuses, in
accordance with Sections 3(a) and 3(b), respectively, that would
have been paid to Executive for the remaining term of the Agreement
had the event described in Subsection (b) of this Section 5 not
occurred, plus the value, as calculated by a recognized firm
customarily performing such valuation, of any stock options which
as of the Date of Termination, have been granted to Executive, but
are not exercisable by Executive and the value of restricted stock
awards which have been granted to Executive, but which Executive
does not have a non-forfeitable or fully-vested interest as of the
Date of Termination and all benefits, including health
insu
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