Exhhibit 10.4
EMPLOYMENT CONTRACT
THIS AGREEMENT made as of the 1st day of July, 2004 and amended as of
November 1, 2004 between VALLEY BANK, a Connecticut banking corporation with its
principal place of business in the City of Bristol, County of Hartford, and
State of Connecticut, hereinafter called the "Employer" and ROBERT L. MESSIER,
JR., of the City of Bristol, County of Hartford, and of Connecticut hereinafter
called the "Employee".
(I) TERM
(a) The Employer shall employ the Employee for the term of one (1) year
from the date hereof, which will automatically renew for a one year term or
until a new contract is in effect, as President of the Employer's business,
subject to termination as hereinafter provided.
(b) The Employer hereby employs the Employee to take charge of and
conduct and manage its business, with the full power and authority normally
associated with the position of President during the term herein and carry out
other duties as defined by the Board of Directors or Organizers, as the case may
be, from time to time.
(II) DUTIES
The Employee shall during the continuance of such employment devote his
whole time to and diligently and faithfully employ himself in and about the
Employer's business and conduct the same to the greatest advantage of the
Employer, and will at all times follow and perform the directions and orders of
the Employer, its Board of Directors of said business, and will in all cases,
keep the Directors informed as to all matters concerning the Employers business.
Employee shall conduct himself in accordance with the business plan approved by
the Board of Directors and shall have the title of President and Chief Operating
Officer.
(III) COMPENSATION
(a) During the term hereof, the Employer shall pay to the Employee a
salary of One Hundred Forty Three Thousand ($143,000.00) Dollars per annum.
(b) In addition to the compensation indicated in (a) above, the
Employer will further compensate the Employee with an Executive
Compensation/Incentive Program to be determined on an annual basis and is
dependent upon the operating results and performance of the institution.
(c) The Employee shall, during the term hereof, receive reimbursement
for all reasonable expenses necessary to carry out the position as President and
Chief Operating Officer. Employee shall submit vouchers to designated
individuals for all reimbursable expenses to be approved.
(d) Employee shall be provided with the use of a bank owned or leased
automobile. Selection of said vehicle shall be recommended by the employee to
the Board of Directors as appropriate.
(e) Employer shall pay Employee's Chippanee Golf Club dues annually.
(f) Employer shall provide Employee with a retirement compensation plan
whereby Employer shall pay the Employee, or in the case of the death of the
Employee, his spouse, $25,000 each year for fifteen (15) years. The initial
payment shall begin upon the earlier of the retirement of the employee or upon
the death of the employee. Payments shall be made, in advance, monthly beginning
thirty days from the Employee's date of retirement or death. In the event of the
death of the Employee's spouse, payments shall be made to the Employee, or if
the Employee is deceased, payments shall terminate.
(g) Employer shall, at its discretion, maintain an existing term life
policy on the life of the Employee in which the Employer is beneficiary.
Employer may use said policy to fund its obligation under paragraph "f' herein
or terminate the policy at its sole discretion.
(IV) TERMINATION
(a) In the event that the Employee fails to perform in accordance with
the obligations and responsibilities established herein, the Employer may
terminate this contract upon written notice to the Employee. In the event of
termination for cause, the Employee shall not be entitled to benefits under
paragraph III (f) above.
(b) If the Employer terminates the Employee without cause, Employee
shall receive one years salary as severance compensation and the benefits
enumerated in paragraph III (f) above.
(c) If, during the term of this Agreement, the Employer's business is
sold or there is a change in control or management or ownership in which results
in the termination of the Employee, Employee shall be paid three (3) years
salary as severance. See paragraph XII below.
(V) LOYALTY TO EMPLOYER
The Employee shall well and faithfully serve the Employer in such capacity
as aforesaid and shall, at all times, devote his whole time, attention and
engirds to the management, superintendence, and improvement of said business to
the utmost of his ability, and shall do and perform all such services, acts, and
things connected therewith as the Employer shall from time to time direct and
are of a kind properly belonging to the duties of a President.
(VI) NONASSIGNABILITY
This agreement is purely personal to the Employee, and he shall have no
right to assign, transfer, pledge or otherwise affect any interest thereunder.
(VIII) RESTRICTIVE COVENANT
(a) The Employee shall not divulge any matters relating to the
Employer's business or to the Employer or to any customer which may become
known to the Employee by reason of his employment or otherwise, save in so far
as may be necessary in the interests of said business.
(b) The Employee agrees that for a period of six months following the
voluntary termination of his employment, he will not enter the employ of any
person, firm or corporation engaged in a similar line of business in competition
with the Employer. The parties hereto recognize that the services to be
performed by the Employee are special and unique, and that by reason of this
employment the Employee will acquire confidential information as aforesaid.
(IX) DISABILITY
Total Disability: During the term of this contract, should the Employee
become totally disabled (as defined by a disability insurance carrier):
A disability insurance policy shall be provided to the employee based on
standard terms and conditions. If Employee's disability exists for more than six
consecutive months, Employer shall have the option to replace Employee for all
existing job duties. In this event, retirement benefits as enumerated herein
shall commence.
(X) DEATH
Upon the death of the Employee, all benefits of this contract shall be
paid to his estate or to his designated beneficiary.
(XI) BREACH
If the Employee shall do anything contrary to any of the provisions of
this agreement, it shall be lawful for the Employer to give him notice in
writing to terminate his employment, and immediately upon such notice being
given the same employment shall cease, but without prejudice to any remedies
which the Employer may have against him for the breach or nonperformance of any
of the provisions hereof.
(XII) CHANGE IN CONTROL
In the event that twenty five percent (25%) of the ownership of the bank's
common shares is transferred to a controlling person or entity (by stock
purchase, merger or consolidation), and the Employee loses his employment with
the Employer, the Employee shall have the term of this agreement extended to
thirty six months from the date of the change of said control. All benefits as
herein provided shall remain in full force and effect for the extended term of
this agreement. Part of the salary continuation contemplated by this Change of
Control section shall include estimated bonuses that would have been earned by
the Employee based on the average of the prior three years of cash bonuses paid.
(XIII) AUTHORITY
The Employee shall have the authority and is herein empowered to execute
documents on behalf of the Employer and shall have the authority to spend the
financial resources of the Employer up to limits as set from time to time by the
Board of Directors.
Executed this _____ day of November, 2004.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on
the date first above written.
Witness to all: EMPLOYER: VALLEY BANK
By /s/ James Pryor
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James Pryor, Chairman
Duly Authorized
EMPLOYEE:
/s/ Robert L. Messier, Jr.
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Robert L. Messier, Jr.