Employment Agreement Dated December 17, 1991

EXHIBIT 10.15


EMPLOYMENT AGREEMENT
--------------------


THIS AGREEMENT entered into this 17th day of December, 1991, by and between The Sandwich Co-operative Bank (hereinafter referred to as the "Bank") and David A. Parsons (hereafter referred to as the "Employee").


WHEREAS, the Employee is being employed by the Bank as Senior Vice President - Senior Loan officer and is experienced in all phases of the lending operations of the Bank; and


WHEREAS, the parties desire by this writing to set forth the employment relationship of the Bank and the Employee.


NOW, THEREFORE, it is AGREED as follows:


1. Employment. The Employee is employed as the Senior Vice President 7
---------- Senior Loan Officer of the Bank. The Employee shall render administrative and management . services to the Bank such as are customarily performed by persons situated in a similar executive capacity. The Employee shall also promote, by entertainment or otherwise, as and to the extent permitted by law, the business of the Bank. The Employee's other duties shall be such as the Board of Directors may from time to time reasonably direct, including normal duties as an officer of the Bank.


2. Base Compensation. The Bank agrees to pay the Employee during the
----------------- term of this Agreement a salary at the rate of $76,000 per annum, payable in cash not less frequently than monthly; provided, that the rate of such salary shall be reviewed by the Board of Directors of the Bank not less often than annually, and Employee shall be entitled to receive annually an increase at such percentage or in such an amount as the Board of Directors in its sole discretion may decide.


3. Discretionary Bonuses. The Employee shall be entitled to participate
--------------------- in an equitable manner with all other senior management employees of the Bank in discretionary bonuses that may be authorized and declared by the Board of Directors of the Bank to its senior management employees from time to time. No other compensation provided for in this Agreement shall be deemed a substitute for the Employee's right to participate in such discretionary bonuses when and as declared by the Board of Directors.


4. (a) Participation in Retirement and Medical Plans. The Employee shall
--------------------------------------------- be entitled to participate in any Plan of the Bank relating to pension, profit- sharing, or other retirement benefits and medical coverage or reimbursement plans that the Bank may adopt for the benefit of its employees.


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(b) Employee Benefits; Expenses. The Employee shall be eligible to
--------------------------- participate in any fringe benefits which may be or may become applicable to the Bank's executive employees, including by example, participation in any stock option or incentive plans adopted by the Board of Directors, club memberships, a reasonable expense account, and any other benefits which are commensurate with the responsibilities and functions to be performed by the Employee under this Agreement. The Bank shall reimburse Employee for all reasonable out-of-pocket expenses which Employee shall incur in connection with his services for the Bank.


5. Term. The term of employment of Employee under this Agreement shall
---- be for the period commencing on December 17, 1991 and ending thirty-six (36) months thereafter on December 17, 1994. Not less than three (3) months prior to the expiration date of this Agreement or at such other times as may be mutually agreed upon, the Employee and the Bank shall discuss the terms and conditions for any renewal or extension of this Agreement. Additionally, on each annual anniversary date from the date of commencement of this Agreement, the term of employment shall automatically be extended for an additional one year period beyond the then effective expiration date unless written notice from the Bank or the Employee is received prior to such anniversary date advising the other party that this Agreement shall not be further extended. Any such written notice shall not effect any prior extensions of the term of employment hereunder.


6. Loyalty; Noncompetition.
-----------------------


(a) The Employee shall devote his full time and attention to the performance of his employment under this Agreement. During the term of Employee's employment under this Agreement, the Employee shall not engage in any business or activity contrary to the business affairs or interests of the Bank.


(b) Nothing contained in this Paragraph 6 shall be deemed to prevent or limit the right of Employee to invest in the capital stock or other securities of any business dissimilar from that of the Bank, or, solely as a passive or minority investor, in any business.


7. Standards. The Employee shall perform his duties under this Agreement
--------- in accordance with such reasonable standards expected of employees with comparable positions in comparable organizations and as may be established from time to time by the Bank's Board of Directors. The Bank will provide Employee with the working facilities and staff customary for similar executives and necessary for him to perform his duties.


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