Employment/Non-competition Agreement-phillip J. Mucha

EMPLOYMENT AND NON-COMPETITION AGREEMENT
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THIS AGREEMENT made as of the 1st day of February, 2000 by and among SOUTHINGTON SAVINGS BANK, with its principal offices at 121 Main Street, Southington, CT 06489 (the "Bank"), BANCORP CONNECTICUT, INC., with its principal offices at 121 Main Street, Southington, CT 06489 (the "Parent Corp."), and PHILLIP MUCHA, an individual residing in Avon, CT (the "Executive").


W I T N E S S E T H:
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Executive is currently employed by the Bank as its Chief Financial Officer and by the Parent Corp. as its Chief Financial Officer. This Agreement is entered into to set forth the terms of Executive's employment with the Bank and Parent Corp. and in order to ensure that the Bank and the Parent Corp. will have the continued attention and dedication of Executive, notwithstanding the possibility, threat or occurrence of a "Change of Control" (as defined below) of the Bank or the Parent Corp. Accordingly, in consideration of the mutual promises and covenants contained herein, including but not limited to the severance benefits provided to Executive by Bank or the Parent Corp. in the circumstances set forth below, and Executive's having access to Bank's and/or the Parent Corp.'s confidential business and technological information, the parties agree as follows:


1. DEFINITIONS
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Where used in this Agreement:


A. "CAUSE" shall mean (a) the willful, repeated or continued failure by the Executive to perform duties reasonably requested of him hereunder, after Executive is notified in writing of such failure and fails to cure same within 15 days following his receipt of such notice; (b) commission by the Executive of a felony or a crime involving moral turpitude; (c) repeated misuse by the Executive of alcohol or controlled substances; (d) deception, fraud, misrepresentation, dishonesty or breach of fiduciary duty involving personal profit; (e) any act or omission by the Executive which substantially impairs the Bank's business, good will or reputation (f) any willful violation by the Executive of any relevant and material law, rule or regulation of which Executive is aware or reasonably should have been aware, after Executive is notified in writing of such violation and fails to cure such violation within 15 days following his receipt of such notice (unless such violation is incapable of being cured, in which case no such notice or opportunity to cure shall be required); (g) any other material violation of any provision of this Agreement, including but not limited to restrictive covenants against competition and disclosure of confidential information, after Executive is notified in writing of such violation and fails to cure such violation within 15 days following his receipt of such notice (unless such violation is incapable of being cured, in which case no such notice or opportunity to cure shall be required); (h) Executive's removal and/or permanent prohibition from participating in the conduct of the Bank's


affairs by the Commissioner of Banking of the State of Connecticut or the FDIC; or (i) termination of all obligations of the Bank and/or the Parent Corp. under this Agreement by the FDIC in connection with an agreement to provide financial assistance to or on behalf of the Bank and/or the Parent Corp.


B. "CHANGE OF CONTROL" shall mean, with respect to either the Bank or the Parent Corp. the occurrence of any of the following:


(a) the acquisition 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")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Bank or the Parent Corp. (the "Outstanding Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Bank or the Parent Corp. entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); provided, however, that for purposes of this subparagraph (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Bank or the Parent Corp., (ii) any acquisition by the Bank or the Parent Corp., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Bank or the Parent Corp. or any corporation controlled by the Bank or the Parent Corp. or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subparagraph (c) below; or


(b) Individuals who, as of the date hereof, are members of the Board of Directors of the Bank or the Parent Corp. (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors of the Bank or the Parent Corp.; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Bank's or the Parent Corp.'s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Bank or the Parent Corp.; or


(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Bank or the Parent Corp. (a "Business Combination"), unless, immediately following such Business Combination, each of the following conditions are satisfied: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 66-2/3%


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of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Bank or the Parent Corp. or all or substantially all of the Bank's or the Parent Corp.'s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be; (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Bank or Parent Corp. or any related corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of such Board, providing for such Business Combination; or


(d) Approval by the shareholders of the Bank or the Parent Corp. of a complete liquidation or dissolution of the Bank or the Parent Corp. that is not pursuant to a Business Combination.


C. "DISABILITY" shall mean the Executive's inability by reason of any physical or mental injury or illness to substantially perform the services required of him hereunder either for a period in excess of one hundred eighty (180) consecutive days or for a period of one hundred eighty (180) days in the aggregate during any three-hundred sixty (360) day period.


2. EMPLOYMENT DUTIES
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(a) The Bank and Parent Corp. will employ the Executive as its Chief Financial Officer. The Executive will continue in such employment for the duration of the Term of Employment (as set forth below) and will perform all services which may be required of him in such office, and such services and assignments as may be issued by the Bank's Chief Executive Officer, in each case consistent with the title and responsibilities of his position and his expertise.


(b) Executive understands and agrees that Executive shall not, while employed by Bank and Parent Corp., undertake or engage in any other employment occupation or business enterprise without the prior written consent of Bank and Parent Corp. The provisions of this Paragraph 4 shall not be deemed to preclude membership in professional societies, lecturing or the acceptance of honorary positions, that are in any case incidental to Executive's employment by Bank and Parent Corp. and which are not


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adverse or antagonistic to Bank and Parent Corp., their business or prospects, financial or otherwise.


3. TERM OF EMPLOYMENT
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Subject to the renewal provisions of this Agreement, the term of this Agreement shall commence on February 1, 2000 and shall expire on December 31, 2001 (the "Initial Period"), unless terminated earlier by either party in accordance with the provisions of Paragraph 8. This Agreement shall automatically renew for successive one year periods unless either party (the Bank and the Parent Corp. being considered as one party for purposes of this Paragraph 3) delivers written notice of its intention not to renew this Agreement at least twelve (12) months prior to the expiration of the then-current term. The phrase "Term of Employment" shall mean the Initial Period and all renewal periods. In the event that Executive's employment relationship with Bank is terminated, Executive's obligations under Paragraphs 10 and 11 hereof nevertheless shall survive such termination.


4. COMPENSATION
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(a) For service commencing April 1, 2000, the Executive's base salary will be at the annual rate of One Hundred Twenty-Five Thousand Five Hundred Dollars ($125,500). The Bank will review the Executive's salary annually, on or before April 1st of each employment year. The Executive's base salary will not be reduced below $125,500.00 or, if his base salary is increased, below such increased amount.


(b) The Executive's base salary will be paid at periodic intervals in accordance with the Bank's payroll practices for executive employees.


(c) The Bank will deduct and withhold, from any payments to the Executive hereunder, any and all federal, state and local income and employment withholding taxes and any other amounts required to be deducted or withheld by the Bank under applicable law.


5. EXPENSE REIMBURSEMENT
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The Bank shall reimburse the Executive for all customary, ordinary and necessary business expenses incurred by him in the performance of his duties hereunder in accordance with Bank policies and procedures.


6. FRINGE BENEFITS
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During the Term of Employment, the Executive will be eligible to participate in any retirement plan, group life insurance plan, group medical and dental insurance plan (same co-payments as applicable to other employees of the Bank), accidental death and dismemberment plan, short-term and long-term disability program and other employee


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