Exhibit 10.10
EMPLOYMENT AGREEMENT FOR SENIOR VICE PRESIDENTS
THIS AGREEMENT (the " Agreement" ), made this 17th day of January, 2005, by and between YARDVILLE NATIONAL BANK (the " Bank" ) and Patrick L. Ryan (the " Officer" ). References to " the Company" herein shall refer to YARDVILLE NATIONAL BANCORP , a New Jersey corporation (the " Company" ) and the holding company for the Bank.
W I T N E S S E T H
WHEREAS , the Bank desires to retain the services of the Officer as an employee of the Bank; and
WHEREAS , the Officer and the Bank (desire to enter into an employment agreement setting forth the terms and conditions of the continuing employment of the Officer and the related rights and obligations of the parties.
NOW, THEREFORE , in consideration of the promises and mutual covenants herein contained, the parties hereby agree as follows:
1. Employment . The Bank shall employ the Officer as a Senior Vice President/Strategic Planning Officer of the Bank. The Officer shall render such administrative and management services as are customarily provided by persons employed in similar officer capacities and shall have such other powers and duties as the Chief Executive Officer or the Board may prescribe from time to time.
2. Location and Facilities . The Bank will furnish the Officer with the working facilities and staff customary for officers with the title and duties set forth in Section 1 and as are necessary for the performance of the Officer' s duties. The location of such facilities and staff shall be at the principal administrative offices of the Bank, or at such other site or sites customary for such offices.
3. Term .
a. The term of this Agreement shall be (i) the initial term, consisting of the period commencing on the date of this Agreement (the " Effective Date" ) and ending on the first anniversary of the Effective Date, plus (ii) any and all extensions of the initial term made pursuant to this Section 3. b. On each anniversary of the Effective Date prior to the termination of the Agreement, the term under this Agreement shall be extended automatically for an additional one (1) year period without action by any party provided, however, that neither the Bank nor the Officer shall have given written notice at least sixty (60) days prior to such anniversary date of their desire that the term not be extended.
4. Base Compensation .
a. The Bank agrees to pay the Officer during the term of this Agreement a base salary at the rate of $126,000.00 per year, payable in accordance with customary payroll practices. b. The Executive Management Committee of the Bank shall review annually the rate of the Officer' s base salary based upon factors they deem relevant, and may maintain, increase or decrease the Officer' s base salary. c. In the absence of action by the Executive Management Committee, the Officer shall continue to receive base salary at the annual rate specified on the Effective Date or, if another rate has been established under the provisions of this Section 4, the rate last properly established by action of the Executive Management Committee under the provisions of this Section 4.
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5. Bonuses . Officer shall be entitled to participate in any discretionary bonuses or other incentive compensation programs that may be awarded from time to time to senior management employees, pursuant to bonus plans or otherwise.
6. Benefit Plans . The Officer shall be entitled to participate in such life insurance, medical, dental, pension, profit sharing, and retirement plans, stock compensation plans and other benefit programs and arrangements as may be approved from time to time for the benefit of Bank employees.
7. Vacation and Leave .
a. The Officer may take vacations and other leave in accordance with Bank policy for senior officers, or otherwise as approved by the Board. b. In addition to paid vacations and other leave, the Officer shall be entitled, without loss of pay, to absent himself voluntarily from the performance of his duties for such additional periods of time and for such valid and legitimate reasons as the Bank may determine in its discretion. Further, the Bank may grant to the Officer a leave or leaves of absence, with or without pay, at such time or times and upon such terms and conditions as the Bank, in its discretion, may determine.
8. Expense Payment and Reimbursements . The Officer shall be reimbursed for all reasonable out-of-pocket business expenses incurred in connection with services performed under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Bank.
10. This Section 9 has been intentionally left blank.
10. Loyalty and Confidentiality .
a. During the term of this Agreement: (i) the Officer shall devote the requisite time, attention, skill, and efforts to the faithful performance of his duties hereunder; provided, however, that from time to time, the Officer may serve on the boards of directors of, and hold any other offices or positions in, companies or organizations which will not present any conflict of interest with the Bank or any of its subsidiaries or affiliates, unfavorably affect the performance of the Officer' s duties pursuant to this Agreement, or violate any applicable statute or regulation; and (ii) the Officer shall not engage in any business or activity contrary to the business affairs or interests of the Bank or any of its subsidiaries or affiliates. b. Nothing contained in this Agreement shall prevent or limit the Officer' s right to invest in the capital stock or other securities of any business dissimilar from that of the Bank or any of its subsidiaries or affiliates, or, solely as a passive, minority investor, in any business. c. The Officer agrees to maintain the confidentiality of any and all information concerning the operations or financial status of the Bank; the names or addresses of any borrowers, depositors and other customers; any information concerning or obtained from such customers; and any other information concerning the Bank to which the Officer may be exposed during the course of the Officer' s employment with the Bank. The Officer further agrees that, unless required by law or specifically permitted by the Board in writing, the Officer will not disclose to any person or entity, either during or subsequent to employment with the Bank, any of the above-mentioned information which is not generally known to the public, nor shall the Officer employ such information in any way other than for the benefit of the Bank or any of its subsidiaries or affiliates.
11. Termination and Termination Pay . Subject to Section 12 of this Agreement, the Officer' s employment under this Agreement may be terminated in the following circumstances:
a. Death . The Officer' s employment under this Agreement shall terminate upon the Officer' s death during the term of this Agreement, in which event the Officer' s estate shall be entitled to receive the compensation due to the Officer through the last day of the calendar month of death.
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b. Retirement . Notwithstanding anything in this Agreement to the contrary, this Agreement shall terminate upon the Officer' s retirement and will be subject to any retirement benefit plan or plans provided for under Section 6 of this Agreement or otherwise. c. Disability .
i. The Bank or the Officer may terminate the Officer' s employment after having established the Officer' ...
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