EXHIBIT 10.a
Washington Trust Bancorp, Inc.
NONCOMPETITION AGREEMENT
This Noncompetition Agreement (the "Agreement") is made and
entered into as of April 16, 2002, by and between Washington Trust
Bancorp, Inc. (the "Company") and Patrick J. Shanahan, Jr. (the
"Executive").
WITNESSETH:
WHEREAS, the Company and First Financial Corp., (the "Seller")
have entered into an Agreement and Plan of Merger dated as of November
12, 2001 (the "Merger Agreement") pursuant to which Seller will merge
with and into Buyer (the "Merger");
WHEREAS, the Executive is currently the Chairman, Chief Executive
Officer and President of the Seller and the parties acknowledge that
the Executive has considerable knowledge, business contacts and
expertise relating to the business of the Company, which knowledge,
contacts and expertise, if used in competition with the Company would
substantially harm the business and financial prospects of the
Company;
WHEREAS, the execution of this Agreement is a condition precedent
to the Company's obligations to consummate the Merger
NOW, THEREFORE, in consideration of the mutual covenants set
forth herein and other good valuable consideration, the parties hereto
agree as follows:
1. Agreement Consideration
In consideration for execution of this Agreement and the
Executive's performance of the covenants of the Executive contained
herein, the Company agrees to pay to the Executive $840,000.00 within
two (2) business days following consummation of the Merger. It is
understood and agreed that the execution and delivery of this
Agreement by the Executive is a material inducement to the willingness
of the Company to enter into the Merger Agreement and to consummate
the transactions contemplated thereby.
2. Non-Compete
The Executive agrees that during the three-year period following
consummation of the Merger, the Executive will not, directly or
indirectly, (i) become a director, officer, employee, principal,
agent, consultant or independent contractor of any insured depository
institution, trust company or parent holding company of any such
institution or company which has an office in Rhode Island,
Massachusetts or Connecticut (a "Competing Business"); provided,
however, that this provision shall not prohibit the Executive from
owning bonds, non-voting preferred stock or up to two percent (2%) of
the outstanding common stock of any such entity if such common stock
is publicly traded; provided, further, however, that this provision
shall not prohibit the Executive from owning the common stock or from
serving as a director of the Company or any of its subsidiaries, (ii)
solicit or induce, or cause others to solicit or induce, any employee
of the Company or any of its subsidiaries to leave the employment of
such entities or (iii) solicit (whether by mail, telephone, personal
meeting or any other means) any customer of the Company or any of its
subsidiaries to transact banking business with any other entity,
whether or not a Competing Business, or to reduce or refrain from
doing any banking business with the Company or its subsidiaries, or
interfere with or damage (or attempt to interfere with or damage) any
banking relationship between the Company or its subsidiaries and any
such customers.
3. Confidentiality
Except as required by law or regulation (including without
limitation in connection with any judicial or administrative process
or proceeding), the Executive shall keep secret and confidential and
shall not disclose to any third party (other than the Company or its
subsidiaries) in any fashion or for any purpose whatsoever any
information regarding the Company, Seller or any of their respective
subsidiaries, which is not available to the general public to which he
had access at any time during the course of his employment by Seller
or its subsidiaries, including without limitation, any such
information relating to: business or operations, plans, strategies,
prospects or objectives; products, technology, processes or
specifications; research and development, operations or plans;
customers and customer lists; distribution, sales, service, support
and marketing practices and operations; financial condition, results
of operations and prospects; operational strengths and weaknesses; and
personnel and compensation policies and procedures.
4. Injunctive Relief; Remedies
The Executive agrees that damages at law will be an insufficient
remedy to the Company in the event that the Executive violates any of
the provisions of Sections 2 or 3, and that the Company may apply for
and, upon the requisite showing, have injunctive relief in any court
of competent jurisdiction to restrain the breach of threatened or
attempted breach of or otherwise to specifically enforce any of the
covenants contained in Section 2 or 3. The Executive also agrees that
such remedies shall be in addition to any and all remedies, including
damages, available to the Company against the Executive for such
breaches or threatened or attempted breaches.
5. Release
(a) For, and in consideration of the commitments made herein by
the Company, the Executive, for himself and for his heirs, successors
and assigns, does hereby release completely and forever discharge the
Company and its subsidiaries, affiliates, stockholders, attorneys
officers, directors, agents and employees, successors and assigns, and
any other party associated with the Company (the "Released Parties"),
to the fullest extent permitted by applicable law, from any and all
claims, rights, demands, actions, liabilities, obligations, causes of
action of any and all kind, nature and character whatsoever, know or
unknown, in any way connected with his employment by Seller or any of
its subsidiaries (including in each case predecessors thereof) either
as a director, officer or employee, or in connection with the
termination of such employment. Notwithstanding the foregoing, the
Executive does not release the Company from any obligations of the
Company, Seller or any of their respective subsidiaries to the
Executive under (i) any employee benefit plan, agreement or
arrangement of Seller or the Company or any of their respective
subsidiaries, whether or not referred to in this Agreement, pursuant
to which the Executive is entitled to any benefits or payments, (ii)
the Merger Agreement and (iii) this Agreement.
(b) For and in consideration of the commitments made herein by
the Executive, including without limitation the releases in paragraph
(a) above, the Company, for itself, and for its successors and assigns
does hereby release completely and forever discharge the Executive and
his heirs, successors and assigns, to the fullest extent permitted by
applicable law, from any and all claims, rights, demands, actions,
liabilities, obligations, causes of action of any and all kind, nature
and character whatsoever, known or unknown, in any way connected with
the Executive's employment by Seller or any of its subsidiaries
(including predecessors thereof), either as a director, officer or
employee. Notwithstanding anything in the foregoing to the contrary,
the Company does not release the Executive from claims arising out of
any breach by the Executive of (i) any law or regulation by the
Executive during the term of and related to his employment by Seller
or any of its subsidiaries (including predecessors thereof), either as
a director, officer or employee, or (ii) this Agreement.
6. No Disparagement
The Executive agrees that he shall not, directly or indirectly,
make any statement (whether orally, in writing or through any other
media), or take any other action, if such statement, or action is
intended or could reasonably be expected to disparage the Company, or
any of its affiliates or to adversely affect the reputation or
business or credit standing of the Company or any of its affiliates.
7. Representations and Warranties
The Company and the Executive represent and warrant to each other
that they have carefully read this Agreement and consulted with
respect thereto with their respective counsel and that each of them
fully understands the content of this Agreement and its legal effect.
Each party hereto also represents and warrants that this Agreement is
a legal, valid and binding obligation of such party which is
enforceable against it in accordance with its terms.
8. Successors and Assigns
This Agreement will inure to the benefit of and be binding upon
the Executive and his heirs, successors and assigns, and upon the
Company, including any successor to the Company by merger or
consolidation or any other change in form or any other person or firm
or corporation to which all or substantially all of the assets and
business of the Company may be sold or otherwise transferred. This
Agreement may not be assigned by any party hereto without the consent
of the other party.
9. Notices
All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied
(with confirmation), or delivered by an express courier (with
confirmation) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):
if to the Company, to:
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, RI 02891
Attn: John F. Treanor, President
and John C. Warren, Chief Executive Officer
with copies to:
Goodwin Procter LLP
Exchange Place
Boston, MA 02109-2881
Attn: Paul W. Lee, P.C.
and John T. Haggerty, Esq.
and
if to the Executive, to
Patrick J. Shanahan, Jr.
10 Celestia Court
North Kingstown, RI 02903
with a copy to:
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
Attn: Neal J. Curtin, Esq.
and Stephen H. Faberman, Esq.
10. Withholding
The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.
11. Entire Agreement; Severability
(a) This Agreement incorporates the entire understanding between
the parties relating to the subject matter hereof, recites the sole
consideration for the promises exchanged and supersedes any and all
prior agreements, both written and oral, between the Company and the
Executive or the Seller and the Executive, in either case with respect
to the subject hereof. In reaching this Agreement, no party has relied
upon any representation or promise except those set forth herein.
(b) Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability
without rendering invalid or unenforceable the remaining terms and
provisions of this Agreement or affecting the validity or
enforceability of any of the terms and provisions of this Agreement in
any other jurisdiction. If any provision of this Agreement is so broad
as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable. In all such cases, the parties shall use
their reasonable best efforts to substitute a valid, legal and
enforceable provision which, insofar as practicable, implements the
original purposes and intents of this Agreement.
12. Waiver
Failure to insist upon strict compliance with any of the terms,
covenants or conditions hereof shall not be deemed a waiver of such
term, covenant or condition. A waiver of any provision of this
Agreement must be made in writing, designated as a waiver and signed
by the party against whom its enforcement is sought. Any waiver or
relinquishment of any right or power hereunder at any one or more
times shall not be deemed a waiver or relinquishment of such right or
power at any other time or times.
13. Counterparts
This Agreement may be executed in counterparts, all of which
shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
14. Governing Law
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Rhode Island applicable to
agreements made and entirely to be performed within the jurisdiction.
15. Headings
The headings of sections in this Agreement are for convenience of
reference only and are not intended to qualify the meaning of any
section. Any reference to a section number shall refer to a section of
this Agreement, unless otherwise stated.
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IN WITNESS WHEREOF, the Company and the Executive have caused
this Agreement to be executed as of the date first above written.
WASHINGTON TRUST BANCORP, INC.
John C. Warren
___________________________________________
By: John C. Warren
Title: Chairman and Chief Executive Officer
EXECUTIVE:
Patrick J. Shanahan Jr.
___________________________________________
Patrick J. Shanahan, Jr.