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Exhibit 10.34
EMPLOYMENT AGREEMENT
This agreement dated the 8th of December, 1995, by and between COMMUNITY
FINANCIAL HOLDING CORPORATION, its subsidiaries and affiliates (herein referred
to as the "Bank") and GERARD M. BANMILLER (herein referred to as the
"Executive").
WITNESSETH
Wheras, the Bank and the Executive desire to assure the use of the
Executive's services in connection with the business conducted by the Bank; and
WHEREAS, it is important to the Bank that it still have the right to carry on
its business without competitive interference by the Executive;
NOW THEREFORE, the parties hereto agree as follows:
1. TERM OF AT WILL EMPLOYMENT: Subject to the terms and conditions as
hereinafter set forth, the Bank will employ the Executive and the Executive
hereby accepts such employment until terminated by either in accordance with the
terms hereof ("Employment Period").
If the Executive willfully breaches a directive from the Board of Directors
or habitually neglects the duties that he is required to perform under this
agreement, the Bank may at its option terminate this agreement ("termination for
cause") by giving written notice of termination to the Executive without
prejudice to any other remedy to which the Bank may be entitled either at law ,
in equity, or under this agreement.
2. DUTIES: During the Employment Period, the Executive shall serve as
President of the Bank with full authority consistent with normal banking
practices subject to the orders and directions only of its Board of Directors
and in full conformity with all rules and regulations of the Office of the
Comptroller of the Currency, and shall perform such executive and administrative
duties consistent with his position as President as shall from time to time be
assigned to him by the Board. He shall devote all of his business time, efforts,
attention, ability and cooperation to the business of the Bank and the diligent
performance of his duties in compliance with all applicable corporate
regulations and policies. In connection with the Executive's employment, he
shall be based at Haddon Township, New Jersey, except for required travel on
corporate business to the extent reasonably consistent with business travel
obligations.
3. COMPENSATION. From year to year during the Employment Period, the
Executive's base salary shall be set in January each calendar year for the
twelve month period beginning January of that year and ending December 31 of the
following year ("Employment Year"), as determined by the Board of Directors of
the Bank.
a.) In addition to base salary, the Executive, shall receive any additional
payments to which he may become entitled as a consequence of any incentive or
long range incentive schemes as the Board of Directors of the Bank may approve
from time to time.
b.) The Executive may participate, on a non-discriminatory basis, with all
other employees of the Bank in any pension, incentive compensation, profit
sharing, stock option, insurance, medical or other employee benefit plan in
which the employees of the Bank participate from time to time, to the extent
that he may be eligible to do so under the applicable provisions of such plan or
plans. If the Bank does not adopt a health insurance plan including major
medical and dental, it shall pay for the cost of the same for the Executive.
c.) The Executive shall be entitled to fifteen (15) business days of vacation
during each Employment Year, exclusive of business travel and seminars, in
accordance with the Bank policies and regulations.
d.) The Bank shall reimburse the Executive, or cause him to be reimbursed in
accordance with corporate policies, on a monthly basis for all reasonable
expenses incurred by him in the performance of his Bank duties hereunder,
provided that the Executive shall have previously furnished to the Bank an
itemized written account of such expenditures and approval by the Chairman of
the Board.
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e.) The Bank shall provide the Executive with the use of an automobile at no
costs to the Executive.
f.) If all or substantially all of the assets of the Bank are sold, or shares
of stock of the Bank are transferred or sold, so as to effect a change of
ownership or control of the Bank, whether in conjunction with a merger,
consolidation or otherwise and the Executive's employment hereunder is
terminated after such transfer or sale (unless terminated for cause as provided
herein), the Executive shall receive a lump sum payment, payable on or before
thirty (30) days following any such termination of employment, equal to his base
salary which would otherwise have been payable for the remainder of the then
current Employment Year plus his base salary which would otherwise have been
payable for the Employment Year immediately following the Employment Year in
which such termination takes place. If the Executive's base salary for the
Employment Year beginning immediately following the Employment Year in which
such termination takes place has not been set as provided in paragraph 3 at the
time of termination of the Executive's employment hereunder, then the Executives
base salary for such Employment Year shall be deemed to have been set in an
amount not less then the amount payable for the Employment Year during which
such termination takes place.
4. COVENANT NO TO DISCLOSE. The Executive covenants and agrees that he will
not, at any time, whether upon the expiration of the Agreement or otherwise,
reveal, divulge, or make known to any person (other than the Bank) or use for
his own account, any customer list, drawings, data, software, trade secrets,
formulas or secret or confidential information used, owned or controlled by the
Bank at any time whether or not developed, devised or otherwise created in whole
or in part by the efforts of the Executive and will at all times perform his
duties pursuant to the rules and regulations of the Office of the Comptroller of
the Currency.
5. COVENANT NO TO COMPETE. The Executive agrees during the Employment Period,
for whatever cause or reason, he will not, directly or indirectly and whether as
a principal agent, officer, director, employee, consultant, or otherwise, alone
or in association with any other individual, corporation, company, firm,
partnership, or other entity, carry on or be engaged, concerned, take part in,
render services to or from, share in earnings of, or invest in the stocks, bonds
or other securities of any entity or person engaged in a business similar to the
Bank's or any of its subsidiaries.
The Executive may invest in the stocks, bonds or other securities of any
similar businesses if (1) the stock, bond or other securities are listed in the
National Regional Security Exchange or registered under 12G of the Security
Exchange Act of 1934; (2) his investment does not exceed, in the case of any
class of capital stock of any one issuer, 5% of the issued and outstanding
shares, or, in the case of the bond or other securities, 5% of the aggregate
principal amount thereof issued and outstanding, and (3) such investment would
not prevent, directly or indirectly, the transaction of business by the Bank
with any state, district, territory or possession of the United States or any
governmental subdivision, agency or instrumentality thereof by virtue of any
statute, law, regulation or administrative practice.
It is understood by and between the parties hereto that the foregoing
covenant by the Executive not to enter into competition with the Bank is an
essential element of the transactions contemplated by this Agreement.
6. COMPLIANCE WITH OTHER AGREEMENTS. The Executive represents and warrants
that the execution of this Agreement by him and his performance of his
obligations hereunder will not, with or without the giving of notice and/or
passage of time, conflict with, result in a breach of any provision of or the
termination of or constitute a default under any agreement to which the
Executive is a party or by which the Executive is or may be bound.
7. TERMINATION. If the Executive dies or becomes totally disabled during the
Employment Period, his salary, his duties and all other rights and
responsibilities under this Agreement shall terminate at the end of the month
during which death or total disability occurs. For the purpose of this
Agreement, the Executive shall be deemed to be totally disabled if he has been
unable to perform his duties for 120 consecutive days or for 180 days in any
twelve-month period, all as determined in good faith by the Board of Directors
of the Bank.
8. SPECIFIC PERFORMANCE REMEDIES. Without intending to limit the remedies
available to the Bank, the Executive further agrees that damage at law will be
an insufficient remedy to the Bank in the even that the Executive violates a
term of Section 5 and 6 hereof and the Bank may apply for and have injunctive
relief in any court of competent jurisdiction to restrain any breach of
otherwise to specifically enforce any of the covenants of such Section.
9. WAIVER. The waiver by the Bank or the Executive of any breach or any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
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10. BINDING EFFECTS AND BENEFITS. This Agreement shall inure to the benefit
of and shall be binding upon the parties hereto and their respective successors
assigns, heirs, and legal representatives, including any persons with which the
Bank may merge or consolidate or to which it may transfer substantially all or a
significant part of its assets. This contract, being personal; cannot be
assigned by the Executive.
11. NOTICES. All notices and other communications which are required or may
be given under this Agreement shall be in writing and shall be deemed to have
been duly given if delivered personally or mailed certified, air mail, postage
prepaid, return receipt requested, to the party to whom the same is so delivered
or mailed:
If to the Executive:.......Gerard M. Banmiller
........................................707 Everett Avenue
.....................................Collingswood NJ 08l07
If to the Bank:......Robert T. Pluese, Esquire
.......................................... Chairman
..........................................21 Euclid Avenue
....................................Haddonfield NJ 08033
12. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement contains the entire
agreement and supersedes all prior agreements and understandings oral or written
between the parties hereto with respect to the subject matter hereof. This
agreement may not be changed orally but only by an agreement in writing, signed
by the party against whom any waiver, change, amendment, modification or
discharge is sought.
13. HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect the construction or interpretation
of this Agreement.
14. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
15. SEVERABILITY. The validity of all or any part of any section of this
Agreement shall not render invalid the remainder of this Agreement or the
remainder of such section. If any provision of this Agreement is so broad as to
be unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.
16. GOVERNING LAW. The validity, performance and enforcement of this
Agreement shall be governed by the laws of the State of New Jersey.
COMMUNITY FINANCIAL HOLDING COMPANY
BY: Robert T. Pluese
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Robert T Pluese, Chairman
Gerard M. Banmiller
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Gerard M. Banmiller