EXHIBIT 10(y)
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of January 5, 1994 ("Agree-
ment"), by and between CITIZENS FIRST NATIONAL BANK OF NEW JERSEY
("Bank"), CITIZENS FIRST BANCORP, INC. ("Company") and RODNEY
T. VERBLAAUW ("Executive").
WITNESSETH:
WHEREAS, the Bank, Company and Executive entered into
an Employment Agreement dated September 19, 1989 (the "Employ-
ment Agreement") and a Change-in-Control Agreement dated
September 19, 1989 (the "Change-in-Control Agreement"); and
WHEREAS, the Executive is a participant in the Bank's
Benefit Equalization Plan, providing for certain retirement
benefits for Executive in addition to benefits to which Executive
is entitled under the Bank's Retirement Plan (the "Supplemental
Plan"); and
WHEREAS, the Bank, Company and Executive desire to
re-state their respective duties and obligations concerning the
employment of the Executive with the Bank and Company, and to
re-state the duties and obligations of the parties in the event
of a termination of the Executive's employment with the Bank or
the Company; and
WHEREAS, the Bank, Company and Executive desire to
terminate the Employment Agreement and Change-in-Control
Agreement and to affirm Executive's entitlement to benefits under
the Supplemental Plan; and
WHEREAS, the Bank and Company desire to continue to
retain the services of the Executive and the Executive desires to
continue in the employment of the Bank and Company, subject to
the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the recitals,
promises and covenants contained herein, the Bank, Company and
Executive, intending to be legally bound, agree as follows:
1. ENGAGEMENT. The Bank and Company agree to
continue to engage the Executive and the Executive agrees to
continue to serve the Bank and Company as President and Chief
Administrative Officer.
2. TERM. The term of this Agreement shall be three
(3) years from the effective date of this Agreement, but subject
to the following conditions:
(a) The Bank and/or the Company may terminate this
Agreement for cause if in the reasonable judgment of the Bank's
and/or Company's Board of Directors, the Executive (i) without
justification, fails to satisfactorily perform his duties,
obligations and responsibilities; (ii) willfully violates any
law or banking regulation or any regulatory order or agreement
issued by any governmental regulator of the Bank and/or Company;
(iii) is removed and/or permanently prohibited from participating
in the conduct of the Bank's and/or Company's affairs by an
order issued by a governmental regulator of the Bank and/or
Company; (iv) engages in dishonesty affecting the Bank and/or
Company either directly or indirectly; or (v) has otherwise
engaged in any conduct deemed by the Bank's and/or Company's
Board of Directors as not to be in the best interest of the Bank
and/or Company. If this Agreement is terminated for cause as
provided in (i) or (v) above, the Bank and/or Company shall provide
the Executive with thirty (30) days written notice of its intent to
terminate the Agreement. If this Agreement is terminated for cause
provided in (ii), (iii) or (iv) above, the Bank and/or
Company may terminate the Agreement immediately. In either case, the
Executive shall be paid his compensation up through the date of termination.
(b) The Bank and/or Company may, without cause, as
determined by the Bank's and/or Company's Board of Directors,
terminate this Agreement at any time by giving thirty (30) days
notice to the Executive. In the event that the Agreement is
terminated without cause or is terminated because of a "change in
control" (as that term is defined in Paragraph 10(b) of Citizens
First Bancorp, Inc. 1985 Stock Incentive Plan), the only
obligation to the Executive shall be that of the Bank to pay his
compensation up through the date of termination, plus
additional compensation of one year of salary, payable at the
election of the Bank in a lump sum or in accordance with the
payroll procedure of the Bank in effect at that time.
(c) If the Executive dies during the term of this
Agreement, this Agreement shall terminate effective the date of
death. In that event, the only obligation to the Executive shall
be that of the Bank to pay the pro rata portion of the
Executive's fixed salary through the month during which death
occurs, and an additional month of the Executive's fixed salary
for each year, or part thereof, that the Executive was employed
by the Bank.
(d) If the Executive shall become disabled during the
term of this Agreement, this Agreement shall terminate effective
the date of the onset of disability. Notwithstanding the
termination of this Agreement pursuant to this paragraph, the
Executive shall be paid his compensation by the Bank through the
date of disability plus additional compensation of six months
salary, payable in accordance with the payroll procedure of the
Bank in effect at the time, and the Executive shall remain
eligible for disability benefits under the Bank's long term
disability plan, as provided for by the terms of said plan. For
purposes of this paragraph, the term "disability" shall mean the
inability of the Executive to perform adequately his duties under
this Agreement by reason of any physical or mental illness or
incapacity, as determined by an independent physician selected by
the Executive or his representative and confirmed by an independent
physician selected by the Board of Directors of the Bank and/or
Company. For purposes of this paragraph, the term "date of onset of
disability" shall be the date on which either the Executive's
independent physician or the Bank's and/or Company's independent
physician determines that the Executive is disabled.
3. SERVICES. Subject to the general direction,
approval and control of the Bank's and Company's Boards of
Directors, the Executive shall perform all the customary and/or
necessary duties of President and Chief Administrative Officer
of the Bank and the Company.
4. CONFIDENTIALITY. The Executive acknowledges that
in the course of providing services to the Bank and the Company
he will receive and be exposed to confidential information of the
Bank and Company including but not limited to information
concerning the Bank's and Company's operations, Bank and Company
procedures, strategic plans, Bank customers and other matters of
a confidential nature; and that such confidential information is
a valuable, special and unique asset of the Bank's and Company's
businesses. The Executive shall not, during or after the term
of this engagement, disclose any confidential information to any
person or entity for any reason or purpose unless required by law
or court order.
5. LOYALTY AND NON-COMPETITION. The Executive shall
devote his best efforts and full and exclusive attention to the
performance of his services under this Agreement. During the
term of this Agreement, the Executive shall not, at any time or
place, either directly or indirectly, engage in any other
business or business activity without the consent of the Board of
Directors of the Bank and the Company.
6. COMPENSATION. The Bank alone shall pay the
Executive and the Executive agrees to accept from the Bank alone,
in full compensation for the Executive's services to the Bank
and Company under this Agreement, fixed salary at the rate of
$300,000 per annum, payable in accordance with the payroll
procedures of the Bank in effect from time to time. The
Executive shall also be entitled to participate and receive such
other benefits as provided for by the Bank's Board of Directors,
and the Bank's employee benefit plans, bonus plans and other
fringe benefit programs in accordance with the terms of these plans,
programs and policies. The Bank's Board of Directors shall, each
January, review the Executive's compensation.
7. SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and be binding upon any corporate or other successor of
the Bank and/or Company which shall acquire, directly or indirectly, by
merger, consolidation, purchase or otherwise all or substantially all of
the assets of the Bank and/or Company. Since the Bank and Company are
contracting for the unique and personal skills of the Executive, the
Executive shall be precluded from assigning or delegating his rights or
duties hereunder.
8. WAIVER. The failure of either party to insist in
any one or more instances upon performance of any term or
condition of this Agreement shall not be construed as a waiver of
future performance. The obligations of either party with
respect to any such term, covenant or condition shall continue in
full force and effect.
9. TERMINATION OF PRIOR AGREEMENTS. The Bank, Company and
Executive agree that the Employment Agreement and the Change-in-Control
Agreement are hereby terminated and are of no further force or effect.
Executive hereby releases and forever discharges the Bank, Company and
their respective officers and directors from any liability whatsoever under
the Employment
Agreement and the Change-in-Control Agreement.
10. SUPPLEMENTAL PLAN. The Bank hereby affirms that
Executive is a participant in the Supplemental Plan and, subject
to the terms of the Supplemental Plan, is entitled to all benefits accruing to
him thereunder. The benefits to which Executive may be entitled under the
Supplemental Plan shall be in addition to any payments to which Executive may be
entitled under Section 2 hereof.
11. NOTICES. Any notice given under this Agreement
shall be in writing and hand delivered or sent by registered or
certified mail, return receipt requested:
(a)To the Bank and Company, addressed to:
Citizens First National Bank of New Jersey
208 Harristown Road
Glen Rock, New Jersey 07452
Attn: Board of Directors
(b)To the Executive, addressed to:
Citizens First National Bank of New Jersey
208 Harristown Road
Glen Rock, New Jersey 07452
Any party may, by notice as provided above, designate a different
address. Any such notice shall be effective on the date of
receipt.
12. HEADINGS. The headings in this Agreement are for
convenience only and shall not be used to interpret or construe
its provisions.
13. GOVERNING LAW. This Agreement shall be construed
in accordance with and governed by the laws of the State of New
Jersey and/or the United States of America.
14. SEVERABILITY. The provisions of this Agreement
shall be deemed severable and the invalidity or unenforceability
of any provision shall not affect the validity or enforceability
of any other provision of this Agreement.
15. LEGAL ADVICE. Executive has had an opportunity to
consult with an attorney prior to the execution of this
Agreement, and any failure to consult with attorney is solely the
result of Executive's decision not to seek such advice.
16. EFFECTIVE DATE. The effective date of this
Agreement is January 5, 1994.
17. ENTIRE AGREEMENT. This Agreement contains the
entire understanding and agreement between the Bank, Company and
the Executive with respect to its subject matter. This Agreement
cannot be amended, modified or supplemented in any respect
except by a subsequent written agreement entered into by all
parties.
IN WITNESS WHEREOF, the parties have executed this
Agreement this 5th day of January, 1994.
ATTEST: CITIZENS FIRST NATIONAL BANK
OF NEW JERSEY
____________________ By: __________________
Allan D. Nichols
Chairman of the Board
ATTEST: CITIZENS FIRST BANCORP, INC.
____________________ By: __________________
Allan D. Nichols
Chairman of the Board
WITNESS:
____________________ __________________
Rodney T. Verblaauw