|
SEVERANCE AND RELEASE AGREEMENT
THIS SEVERANCE AND RELEASE AGREEMENT (the "Agreement") is made
this 9th day
of December 2008 by and between Mark J. Blum (the "Employee")
and Valley Bank
(the "Bank"), a commercial bank organized and existing by virtue
of the laws of
the State of Connecticut and a wholly-owned subsidiary of New
England
Bancshares, Inc., a Maryland corporation (the "Company"). The
Company and the
Bank are sometimes collectively referred to herein as the
Employers.
W I T N E S S E T H:
WHEREAS, the Employee currently serves as an officer of the
Bank; and
WHEREAS, the Employee currently is a party to a change in
control agreement
with the Bank, dated as of November 21, 2006 (the "Change in
Control
Agreement"); and
WHEREAS, the Employers and Employee have had discussions with
respect to
the termination of Employee's employment and the payments the
Employers would
agree to make pursuant to such termination;
NOW, THEREFORE, in consideration of the mutual premises and
covenants
contained herein, and intending to be legally bound, the parties
agree as
follows:
1. Termination of Employment and Change in Control
Agreement.
Effective as of December 26, 2008 (the "Date of
Termination"),
the Employee shall no longer be an officer or employee of
the
Employers and shall be deemed to have resigned as an officer
and
employee of the Employers. The Change in Control Agreement,
by
mutual agreement of the parties hereto, shall be terminated
and
be of no further force and effect as of the Date of
Termination
and the Executive shall be entitled to the rights and
payments
set forth herein in lieu of any rights and payments under
the
Change in Control Agreement and the Employer's severance
plan.
2. Payments and Benefits to the Employee.
(a) The Employers agree to pay the Employee an amount equal
to
the annual rate of $165,000 in accordance with customary
payroll
practices, until the earlier of: (i) the date the Employee
commences full-time employment (full-time shall mean a minimum
of
thirty-five (35) hours a week) with a subsequent employer,
or
(ii) twelve months following the Date of Termination. The
Employee agrees to notify the Employers in the event he
accepts
full-time employment with a new employer.
(b) The Employers agree to maintain and provide continued
life
insurance and non-taxable health and dental insurance
coverage
which Employee participated in as of the Date of Termination
for
a period ending the earlier of (i) twelve (12) months
following
the Date of Termination or (ii) the date of the Employee's
full-time employment (full-
<PAGE>
time shall mean a minimum of thirty-five (35) hours a week)
by
another employer (provided that the Employee is entitled
under
the terms of such employment to benefits substantially similar
to
those described in Schedule A attached hereto) and such
coverage
shall be provided under the same terms and conditions in
effect
on the Date of Termination. Schedule A attached hereto provides
a
description of the life insurance and non-taxable health and
dental insurance coverage that the Employee participated in as
of
the Date of Termination, and the amount of his premium cost
(which may increase to the extent that the premiums increase
for
all other employees). The Employee will not be entitled to a
Company car or disability insurance following the Date of
Termination.
(c) The Employers shall have no obligation to make
contributions
for service subsequent to the Date of Termination with respect
to
its 401(k) Plan or any other retirement or profit sharing plan
on
behalf of Employee and Employee shall have no right to
participate in such plans for service after the Date of
Termination. All of Employee's accrued and vested benefits
held
under the Employer's 401(k) Plan, or other retirement or
benefit
plans as of the Date of Termination shall be available for
distribution which shall be made in the ordinary course of
business in accordance with such plan terms and past practice
of
the Employers.
3. Stock Option Plans. It is acknowledged that no additional
arrangements are being provided by the Employers to the
Employee
under any of the Employer's stock option plans, and that
awards
previously made by the Employers to the Employee which have
not
as yet vested under the Option Plans shall not accelerate and
are
intended to terminate in accordance with the terms of the
Option
Plans.
4. Recognition and Retention Plans. It is acknowledged that
no
additional arrangements are being provided by the Employers
to
the Employee under any of the Employer's recognition and
retention plans (the "RRPs") and that awards previously made
by
the Employers to the Employee which have not as yet vested
or
been earned under the RRPs shall not accelerate or be deemed
earned and are intended to be forfeited in accordance with
the
terms of the RRPs as of the date hereof.
5. Solicitation of Customers; Use of Customer Lists, etc.
The
Employee acknowledges that, except as required by law or in
his
own good faith use in any proceeding, he has no right
personally
to use or disclose to any person, firm or corporation,
information concerning any customer list, business secrets
or
confidential financial information of the Employers that he
knew
was intended by the Employers to be confidential and that he
did
not have reason to believe had been made public
(collectively,
"Confidential Information"). Accordingly, the Employee
covenants
and agrees that he shall not use or permit the use of any
Confidential Information, and shall not divulge any
Confidential
Information to any person, firm or corporation, except as may
be
required by applicable law arising out of his employment with
or
participation in the affairs of the Employers.
2
<PAGE>
Further, Employee agrees that he will not solicit any
current
customer of the Employers, for a period of twelve (12)
months
from the Date of Termination for the purpose or intent to
provide
or sell to such customers any banking, financial or business
services or products on behalf of any person, company or
entity
other than the Employers without the express written consent
of
the Employers.
6. Confidentiality; Non-Disparagement.
(a) No disclosure of the contents of this Agreement shall be
made
by either party to this Agreement without the prior written
consent of the other party; provided that such disclosure
(including disclosures contained in Company press releases
and
regulatory filings) may be made as required in accordance
with
federal securities law and regulations.
(b) Employee agrees not to make, either directly or
indirectly,
or cause to be made, either directly or indirectly, by any
other
person or entity, any statement or comment, whether oral,
written, electronic or otherwise, or to take any other
action
which disparages or criticizes the Employers, their present
or
former directors, officers, employees, management, practices
or
services, or which disrupts or impairs or could disrupt or
impair
the operations of the Employers, where such statements,
comments
or actions are based upon the Employee's employment by the
Employers, either as a director, officer or employee, or
knowledge gained as a result of such employment. The
Employers
agree not to make, either directly or indirectly, or cause to
be
made, either directly or indirectly, by any other person or
entity, or permit to be made by any director, officer,
employee
or representative of the Employers, any statement or
comment,
whether oral, written, electronic or otherwise, or to take
any
other action which disparages or criticizes the Employee
where
such statements, comments or actions are based upon the
Employee's employment by the Employers, either as a
director,
officer or employee.
(c) Each of the Employers and the Employee covenants and
agrees
that upon any adjudication that such party has violated the
terms
of this Section 6, the party asserting such a violation shall
be
entitled to seek and be awarded damages together with such
party's costs, reasonable attorneys' fees and expenses in
connection with enforcing the terms hereof.
7. Release of the Employers and Related Parties.
(a) In consideration of the payments and benefits to be
provided
to the Employee pursuant to this Agreement, the sufficiency
of
which is acknowledged hereby, Employee, with the intention
of
binding himself and his heirs, executors, administrators and
assigns, does hereby release, remise, acquit and forever
discharge the Company and its subsidiaries and affiliates
(the
"Company Affiliated Group"), their present and
3
<PAGE>
former officers, directors, executives, agents, attorneys
and
employees, and the successors, predecessors and assigns of
each
of the foregoing (collectively, the "Company Released
Parties"),
of and from any and all claims, actions, causes of action
| 
