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
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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.
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<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
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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
----------
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
