Exhibit 10.13
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (the
“Agreement”) is between Bank Rhode Island, a financial
institution organized under the laws of the State of Rhode Island
with its executive offices located at One Turks Head Place,
Providence, Rhode Island 02903 (the “Bank”), Bancorp
Rhode Island, Inc., a corporation organized under the laws of the
State of Rhode Island and sole shareholder of the Bank (the
“Company”), and Robert H. Wischnowsky of 3 Catalpa Way,
Coventry, Rhode Island 02816 (the
“Executive”).
IT IS MUTUALLY AGREED by the parties as
follows:
1.
Employment; Duties
1.1
Responsibilities and
Authority .
(a)
The Bank hereby employs Executive to
serve as Executive Vice President of the Bank in charge of
operations and technology and Chief Information Officer of the
Bank, and Executive hereby accepts such employment.
Executive shall have the duties, responsibilities, authorities and
powers normally incident to such office. At all times,
however, Executive’s activities and authority with respect to
such offices will be subject to supervision, control and direction
by the Board of Directors of the Bank (the "Board"), by the
Executive Committee of the Board, and by the President and Chief
Executive Officer of the Bank (the "Chief Executive Officer") and
Executive agrees to carry out such duties and responsibilities as
any of them may from time to time reasonably assign to Executive.
Executive shall report from time to time or routinely, upon
request, to the Chief Executive Officer or the Chief Executive
Officer’s designee as to the current status of any of
Executive’s assigned duties and responsibilities.
(b)
The Company hereby employs Executive to
serve as Vice President of the Company and such other offices and
positions as the Company may determine, and Executive hereby
accepts such employment. Executive shall have the
duties, responsibilities, authorities and powers normally incident
to such offices. At all times, however, Executive’s
activities and authority with respect to such offices will be
subject to supervision, control and direction by the Board of
Directors of the Company (the "Company Board") or by the Executive
Committee of the Company Board, and Executive hereby agrees to
carry out such duties and responsibilities as either of them may
from time to time reasonably assign to Executive. Executive
shall report from time to time or routinely, upon request, to the
Chief Executive Officer of the Company or such Chief Executive
Officer’s designee as to the current status of any of
Executive’s assigned duties and responsibilities.
1.2
Compensation . The Bank shall pay Executive a base salary at
the rate of Two Hundred Twenty-Five Thousand Dollars ($225,000) per
year commencing on the date hereof payable on a bi-weekly basis, or
at such higher rate as shall be determined from time to time by the
Board or the Compensation Committee of the Board. In addition
to Executive’s base salary, after completion of one
year’s service, Executive shall be entitled to receive
payments under any
incentive compensation or bonus program
(as in effect from time to time), which the Bank may establish for
its employees and/or senior executives, in such amounts as are
provided by such programs.
1.3
Employee Benefits
. As a full-time employee of the
Bank, Executive shall be eligible to participate in any and all
employee benefit plans generally available to full-time employees
of the Bank, including non-contributory plans and, at
Executive’s option, contributory plans.
1.4
Grant of Stock Options
. Executive shall receive stock
options to purchase shares of the Company’s common stock in
such number, at an exercise price and on such other terms as may be
approved by the Compensation Committee of the Company Board, in its
sole discretion. Any such options will become exercisable on
a schedule no less favorable than generally provided with respect
to options granted to executives of the Bank (other than the Chief
Executive Officer), with such vesting to accelerate on a Change in
Control (as defined in Section 3.2).
1.5
Vacation . Executive shall be entitled to five weeks of
vacation during each year of employment, such vacation to be taken
in accordance with the Bank’s customary vacation policies and
at such times and intervals as are mutually agreed upon by
Executive and the Bank. Executive shall be entitled to
holiday time and sick leave in accordance with the then existing
policies of the Bank, as in effect from time to time.
1.6
Reimbursement of Expenses
. (a) Executive shall be
reimbursed by the Bank for reasonable business expenses incurred by
him incident to his employment upon presentation of appropriate
vouchers, receipts, and other supporting documents required by the
Bank.
(b)
Executive shall be reimbursed by the
Company for reasonable business expenses incurred by him incident
to his employment by the Company upon presentation of appropriate
vouchers, receipts, and other supporting documents required by the
Company.
1.7
Duty to Perform Services
. So long as Executive is employed
by the Company or the Bank, Executive agrees to devote his full
business and productive time, skill, and energy diligently,
loyally, effectively, and to the best of his ability to the
rendering of services to the Company and the Bank, and will exert
his best efforts in the rendering of such services. This provision
will not prohibit Executive from:
(a)
making passive investments or serving as
a fiduciary with respect to direct family investments;
(b)
serving on the board of directors of any
company, provided that Executive shall not render any
material services with respect to the operations or affairs of any
such company and provided further that serving on such board
of directors does not otherwise violate the terms of this
Agreement, including, but not limited to, the provisions of Section
4.2 herein; or
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(c)
engaging in religious, charitable or
other community or non-profit activities which do not impair
Executive’s ability to fulfill his duties and
responsibilities to the Company and Bank.
Executive agrees that in the rendering of
all services to the Company and the Bank and in all aspects of his
employment, he will comply with all directives, policies,
standards, and regulations from time to time established by the
Company or the Bank or by applicable law.
1.8
Death or Disability
.
(a)
Death . In the event of Executive’s death
during the term of his employment under this Agreement, the Bank
shall immediately pay to Executive’s designated beneficiary
any salary accrued but unpaid as of the date of death. Upon
payment of the aforementioned sums, the Bank’s obligations to
make further salary payments shall terminate. This provision
shall not be construed to negate any rights Executive may have to
death benefits under any employee benefit or welfare plan of the
Company or the Bank in which he may from time to time be a
participant or under any other written agreement with the Company
or Bank which specifically provides for such benefits.
(b)
Disability . In the event of Executive’s
"disability" (as defined below) during the term of his employment
under this Agreement, the Bank shall continue to pay Executive his
base salary (reduced by any benefits Executive is entitled to
receive under any state or federal disability insurance program,
such as Rhode Island temporary disability insurance or federal
social security) for a period of six months from the date of
"disability". For purposes of this Agreement, "disability"
shall mean a good faith determination by the Board that Executive
is unable for any reason, either physical or mental, to perform the
duties required of him hereunder.
1.9
Term of Employment
. The term of Executive’s
employment under this Agreement shall commence on the date hereof
and shall continue, unless sooner terminated pursuant to the
provisions of this Agreement, for a period of two years (the
“Term”), which Term shall automatically renew on each
successive one year anniversary hereafter commencing with the first
anniversary hereof unless any party shall have given written notice
to the other parties of such party's election not to extend the
Term within ninety (90) calendar days prior to any anniversary
date.
1.10
Termination . This Agreement and the rights of the parties
hereunder will terminate (subject to the provisions of Section 1.11
below) upon the occurrence of one of the following:
(a)
Upon the Executive's death or disability
as provided in Section 1.8 above;
(b)
For Cause as provided in Section 3.5,
immediately upon the giving of notice by the Company or the Bank or
at such later time as such notice may specify or as may be required
by Section 3.5;
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(c)
At the election of the Executive for Good
Reason (as hereinafter defined) as provided in Section 2.2;
or
(d)
Upon expiration of the Term, following
notice by any party not to renew the Term as provided in Section
1.9.
1.11
Termination and Survival
. The provisions of Section 1.8,
Sections 2 and 3 and Sections 4.1, 4.2, 4.4, 4.5, 4.6, 4.7, 4.8,
4.9, 4.10, 4.11 and 4.12 hereof shall remain in full force and
effect and shall continue to be enforceable in accordance with
their terms beyond termination of employment and beyond expiration
of this Agreement, except as otherwise agreed in writing by
Executive and the Company and the Bank.
2.
Severance .
2.1
Severance Benefit
. In the event of a termination of
Executive’s employment by the Company or the Bank without
Cause (as such term is defined in Section 3.5) at any time, or in
the event of termination of Executive’s employment by him for
Good Reason (as defined in Section 2.2), the Bank will (a) continue
to pay Executive his base salary (the "Severance Benefit") then in
effect for a nine (9) month period commencing on the date of
termination (the "Severance Period"), and (b) provide Executive (at
the Bank’s cost) with the medical, dental and life insurance
coverage generally available to full-time employees during the
Severance Period or as required by law, whichever is longer.
The Bank shall also provide Executive with outplacement
assistance for a period of six months at no charge.
Notwithstanding anything herein to the contrary, the Bank
shall have no obligation to pay the Severance Benefit to Executive
in the event his employment is terminated with Cause by the Company
or the Bank or voluntarily by him without Good Reason. Any
Severance Benefit paid under this Section 2.1 shall be credited
against any amounts due Executive under Section 3 as a result of a
Change in Control.
2.2
"Good Reason" Defined. For purposes
of this Agreement "Good Reason" shall mean the Company or the Bank
giving written notice of its election not to renew this Agreement
on any anniversary date as permitted under Section 1.9 and
its failure to offer and enter into a new employment agreement with
Executive on terms which are substantially similar to those of his
employment existing immediately prior to such notice of non-renewal
(other than a reduction of fringe benefits required by law or
applicable to all employees generally) provided, however,
that Good Reason shall not be deemed to have occurred unless prior
to Executive’s termination of employment for Good Reason, he
shall give not less than 30 days written notice to the Company and
the Bank of his intent to terminate for Good Reason stating the
basis of the Good Reason sufficient to permit the Company or the
Bank to alleviate the basis of such Good Reason prior to
termination, and the Company and the Bank have not done so within
such 30 day period, and further provided, that
Executive’s continuing to work following notice of
non-renewal by the Company or the Bank and in the absence of
entering into a new employment agreement shall be without
prejudice to his right to claim termination for Good Reason, absent
written agreement between Executive and the Company or the Bank to
the contrary.
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3.
Change in Control
.
3.1
Purpose . In order to allow Executive to
consider the prospect of a Change in Control (as defined in Section
3.2) in an objective manner and in consideration of the services
rendered and to be rendered by him to the Company and the Bank, the
Bank is willing to provide, subject to the terms of this Agreement,
certain severance benefits to protect Executive from the
consequences of a Terminating Event (as defined in Section 3.4)
occurring subsequent to a Change in Control.
3.2
Change in Control
. A "Change in Control"
will be deemed to have occurred if: (i) a Takeover Transaction is
effectuated; or (ii) the Company commences substantive negotiations
with a third party with respect to a Takeover Transaction if
within twelve (12) months of the commencement of such negotiations,
the Company enters into a definitive agreement with respect to a
Takeover Transaction with any party with which negotiations were
originally commenced; or (iii) any election of directors of the
Company occurs (whether by the directors then in office or by the
shareholders at a meeting or by written consent) where a majority
of the directors in office following such election are individuals
who were not nominated by a vote of two-thirds of the members of
the board of directors immediately preceding such election; or (iv)
either the Company or the Bank effectuates a complete liquidation.
3.3
Takeover Transaction
. A "Takeover Transaction"
shall mean:
(a)
The acquisition of voting securities of
the Company by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), other than by the Company
or its subsidiaries or any employee benefit plan (or related trust)
of the Company or its subsidiaries, which theretofore did not
beneficially own (within the meaning of Rule 13d-3 promulgated
under the Exchange Act), securities representing 30% or more of the
voting power of all outstanding shares of voting securities of the
Company, if such acquisition results in such individual, entity or
group owning securities representing more than 30% of the voting
power of all outstanding voting securit
