Exhibit 10.15
VOLUNTARY SEPARATION AGREEMENT
AND GENERAL RELEASE
This VOLUNTARY SEPARATION
AGREEMENT AND GENERAL RELEASE (hereinafter referred to as the
“Agreement”) is made and entered into as of the day and
year indicated below by and between Linda A. Niro (referred to
below as “You”) and The Provident Bank (referred to
below as the “Company”).
PRELIMINARY
STATEMENT
You have elected to voluntarily
resign your employment with the Company. In this regard, the
Company is prepared to pay You separation benefits, but will do so
only if You give up Your rights to bring or participate in certain
types of lawsuits. By signing this Agreement, You will give up
those rights, and the Company will agree to pay You separation
benefits. This Agreement was given to You on May 29, 2009 (the
“Date of Receipt”). This Agreement will be of no force
or effect unless it is properly signed and returned to the Company
no later than forty-five (45) days after the Date of
Receipt.
YOU SHOULD THOROUGHLY REVIEW AND
UNDERSTAND THE TERMS, CONDITIONS AND EFFECT OF THIS AGREEMENT.
THEREFORE, YOU HAVE FORTY-FlVE (45) DAYS AFTER THE DATE OF
RECEIPT TO CONSIDER THIS AGREEMENT BEFORE SIGNING IT. YOU ARE
ADVISED TO CONSULT WITH AN ATTORNEY BEFORE YOU SIGN.
AGREEMENT
1. Your employment with the Company
shall cease on or before the close of business on
September 29, 2009. (“Termination Date”). Your
compensation and fringe benefits as an employee will continue
through the Termination Date in accordance with the Company’s
customary practices. By signing this Agreement, You tender your
resignation, effective as of the Termination Date, from any and all
positions that You hold as a director, officer, employee,
representative or agent of the Company and any and all of its
direct and indirect subsidiaries and affiliates.
2. Following the termination of Your
employment, you will receive a lump sum cash payment in the gross
amount of Six Hundred Eighty-six Thousand Six Hundred and
Ninety-five Dollars ($686,695). This payment will be made not later
than 20 business days after the Termination Date, but in no event
will payment be made before the date on which this Agreement
becomes irrevocable as provided in Paragraph 25. The payment shall
be subject to deductions for applicable federal, state and local
withholding taxes. You will not receive any payment unless you
timely sign and return this Agreement and do not revoke it. The
payment provided in this paragraph does not include any payment in
respect of unused vacation time, (which will be paid upon
termination of employment), vested accrued benefits under tax
qualified retirement plans, insurance continuation or conversion
rights that You may have under the generally applicable provisions
of insurance programs, preferential terms of any mortgage or other
loan afforded to You as an employee of the Company or other similar
items, all of which shall continue to be available in accordance
with their respective terms, as applicable, in the case of a
termination of employment.
3. Further, in consideration of Your
acceptance of this Agreement and execution of the Secondary Release
described below and if You were eligible for and received health
care benefits at the time of termination, the Company shall pay
100% of the premiums for health care insurance coverage for You
under the health benefit plan made available to employees of the
Company in accordance with Your present coverage for an additional
twenty-four months following your Termination Date. Such health
care insurance coverage shall be maintained in accordance with the
current practices of the Company for its employees. You understand
that Your participation in the Company’s health benefit plan
is convertible to individual coverage (“COBRA”) upon
expiration of Your health care coverage under the Company’s
group plan as provided under applicable law. Nothing in this
Paragraph 3 shall be construed to provide You with a right to
coverage beyond that provided under the prevailing terms of the
group health insurance plan (if any) offered by the Company at the
relevant time.
If You are eligible for pension
benefits at the end of the twenty-four months, You may continue
health care coverage in accordance with the terms and conditions
made available to retired employees of the Company. Notwithstanding
any other provision of the health benefit plan to the contrary, in
the event that You elect to opt out of health care coverage if
other coverage options are available (e.g. through spouse or other
employment), You will have a one-time opportunity to elect health
care coverage at a later date when You elect to receive pension
benefits. Such health care coverage shall be maintained in
accordance with the practices of the Company for retired employees,
and such health care coverage shall only exist for as long as the
Company offers such coverage to retirees under its plans. Nothing
in this Paragraph 3 shall be construed to provide You with a right
to coverage beyond that provided by the Company for its
retirees.
4. Further, in consideration of Your
acceptance of this Agreement and execution of the Secondary Release
described below and if You were eligible for and received dental
benefits at the time of termination, the Company shall pay 100% of
the premiums for dental insurance coverage for You under the dental
benefit plan made available to employees of the Company in
accordance with Your present coverage for an additional twenty-four
months following your Termination Date. Such dental insurance
coverage shall be maintained in accordance with the current
practices of the Company for its employees. You understand that
Your participation in the Company’s dental benefit plan is
convertible to individual coverage (“COBRA”) upon
expiration of Your coverage under the Company’s group plan as
provided under applicable law. Nothing in this Paragraph 4 shall be
construed to provide You with a right to coverage beyond that
provided under the prevailing terms of the group dental insurance
plan (if any) offered by the Company at the relevant
time.
5. Further, in consideration of Your
acceptance of this Agreement and execution of the Secondary Release
described below and if You were eligible for and received vision
benefits at the time of termination, the Company shall pay 100% of
the premiums for vision insurance coverage for You under the vision
benefit plan made available to employees of the Company for an
additional twenty-four months following your Termination Date. Such
vision insurance coverage shall be maintained in accordance with
the current practices of the Company for its employees. You
understand that Your participation in the Company’s vision
benefit plan is convertible to individual coverage
(“COBRA”) upon expiration of Your coverage under the
Company’s group plan as provided under applicable law.
Nothing in this Paragraph 5 shall be construed to provide You with
a right to coverage beyond that provided under the prevailing terms
of the group vision care plan (if any) offered by the Company at
the relevant time.
6. Further, in consideration of Your
acceptance of this Agreement and execution of the Secondary Release
described below and if You were eligible for and received life
insurance benefits at the time of termination, the Company shall
pay 100% of the premiums for your current level of Company-paid
life insurance benefits for an additional twenty-four months
following your Termination Date. Such life insurance benefits shall
be maintained in accordance with the current practice of the
Company for its employees. You understand that at the end of the
twenty-four months, You will have the option to convert the life
insurance benefit to individual coverage at Your own expense.
Nothing in this Paragraph 6 shall be construed to provide You with
a right to coverage beyond that provided under the prevailing terms
of the group life insurance plan (if any) offered by the Company at
the relevant time.
7. You acknowledge that all other
employee benefits shall no longer accrue to Your benefit as of Your
last day of employment. Nothing in this Agreement shall adversely
affect any claims the You may have to retirement or pension
benefits or proceeds, continuation benefits or such other accrued
benefits that You may be entitled to as a former employee of the
Company based on Your employment prior to Your last day of
employment. You acknowledge that You do not have any entitlement to
severance, separation, notice or other payments or benefits arising
solely as a result of your termination of employment except for
those provided in this Agreement.
8. You acknowledge and understand
that Your participation in The Provident Bank 401(k) Plan (the
“401(k) Plan’) terminates upon the termination of Your
employment. A statement detailing accrued benefits under the 401(k)
Plan will be provided within a reasonable time after Your
Termination Date. Distribution of Your benefits in both the
Participant Account and the Employer Account will be made in
accordance with the existing administration of the 401(k) Plan. If
You were not eligible or did not participate in the 401(k) Plan at
the time of termination, You shall not be eligible to participate
and/or accrue any benefits after Your Termination Date.
9. You acknowledge and understand
that Your participation in and accrual of additional benefits under
the Company’s Pension Plan terminates upon the termination of
Your employment. Information regarding pension benefits earned by
You under the pension plan will be provided in accordance with the
existing administration of the Plan. If You were not eligible or
did not participate in this Plan at the time of termination, You
shall not be eligible to participate and/or accrue any benefits
after Your Termination Date.
10. You acknowledge and understand
that Your participation in the Company’s Employee Stock
Ownership Plan (“ESOP”) terminates upon the termination
of Your employment. A statement detailing accrued benefits under
the ESOP will be provided in accordance with the existing
administration of the Plan. Distribution of Your benefits in Your
account will be made in accordance with the existing administration
of the Plan. If You were not eligible or did not participate in
this Plan at the time of termination, You shall not be eligible to
participate and/or accrue any benefits after Your Termination
Date.
11. You acknowledge and understand
that all unvested stock option awards and restricted stock awards
that are not vested as of Your Termination Date will be forfeited.
You acknowledge and understand that the termination of Your
employment may cause any vested but unexercised stock options
outstanding to You to expire earlier than would be the case if Your
employment were not terminating. The expiration date of such vested
and unexercised stock options will be determined under the terms of
the applicable stock option plan and any specific
written award agreement or instrument
establishing the terms of such stock options. You acknowledge and
agree that You will not rely on the expiration date stated on any
option statement or other administrative communication provided to
You for definitive information regarding Your option expiration
dates.
12. a) You acknowledge and
understand that the Company may need to consult with you from time
to time on a reasonable basis after Your Termination Date on
matters that You had worked on prior to Your Termination Date. You
agree to continue to cooperate with the Company and to provide any
such information as is reasonably requested by the
Company.
b) You acknowledge that You are
bound by written agreements and/or common law fiduciary duties that
impose on You obligations regarding the non-disclosure of
confidential and proprietary information, the ownership of trade
secrets and other intellectual property, solicitation of Company
employees and customers and interference with the Company’s
relations with employees and customers (“Protective
Covenants”). You will observe the terms of those Protective
Covenants that continue in effect following the Termination Date,
which are incorporated herein by this reference.
c) You will make no statement,
whether or not in writing, that is intended, or that a
rea
