EXHIBIT 10.8
August 25, 1997
Brian J. Charlebois
72 Mares Hill Road
Ivoryton, CT 06442
Dear Brian:
This agreement is intended to set forth the basic terms under which you
("EMPLOYEE") will continue to be employed by First National Bank of New England
(the "BANK") and, therefore, to constitute an employment agreement between us.
We have agreed with you that:
1. Nature and Term of Employment. You will continue to be employed as
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Executive Vice President and Chief Operating Officer of the Bank (or equivalent
titles) in accordance with the terms and conditions in this agreement, and you
accept such employment and agree to serve in such capacity. The term of
employment under this agreement will extend from the date set forth above
through December 31, 1999 (the "TERM").
2. Performance of Duties. While employed by the Bank, you will apply, in
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good faith and on a full-time basis all of your skill and experience to the
performance of your duties in such employment. You will have responsibilities
and authority as designated by the President and the Board of Directors of the
Bank.
3. Compensation and Benefits. Commencing upon your acceptance of this
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agreement, the Bank will pay or cause to be paid to you during your employment a
salary at the rate of $175,000 per annum, which amount will be paid at such
times as the salaries of other salaried officers of the Bank are generally paid.
As of January 1, 1998 and January 1, 1999, such salary will be increased by a
minimum of 5%. In addition, during your employment the Bank shall provide
health, dental and disability coverage for you and your dependents comparable to
such coverage provided for officers of the Bank generally.
4. Bonuses. Upon the successful completion of a public offering by First
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International Bancorp, Inc. (the "HOLDING COMPANY") in 1997, you will receive a
bonus equal to $50,000, the proceeds of which will be used exclusively for the
exercise of stock options and payment of taxes related to the bonus. In addition
to the base salary set forth in paragraph 3 above, you will be eligible to
receive bonuses in January of 1998 and 1999 in an amount determined at the
discretion of the Board of Directors of the Bank, which bonuses shall be based
upon your performance as evaluated primarily with reference to the policies,
goals and budgets approved by the Bank's Board.
5. Supplemental Options and Sale Restriction. As further compensation for
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the services to be provided by you hereunder, the Holding Company is granting to
you today an additional option to purchase 35,000 shares of the Common Stock of
the Holding Company for the price and on the other terms set forth in a new
stock option agreement that you are entering into with the Holding Company.
Additional options will be granted to you in the
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future in accordance with the Bank's compensation policies. Contemporaneously
with your execution and delivery of this Agreement, you will execute and deliver
to the Holding Company the attached sale restriction agreement.
6. Accelerated Vesting. Notwithstanding any option agreements between you
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and the Holding Company, stock options held by you to purchase Common Stock of
the Holding Company will be vested as of March 31, 1998 in an amount equal to
the greater of (a) 50% of your total stock options granted as of that date, or;
(b) the amount of your options which would otherwise be vested on that date but
for this provision. All stock options held by you will be fully vested as of
June 30, 1999. You must be employed by the Bank on the dates referenced for
this provision to be in effect, and the options shall be deemed to have been
vested in the order in which they were granted.
7. Life Insurance. The Bank shall procure a term life insurance policy on
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your life in the amount of $3,000,000, provided that you are insurable at
standard rates. The insurance policy so procured shall remain in full force and
effect during the term of this agreement; shall be paid for entirely by the
Bank; and shall designate that the Bank is the beneficiary of $1,500,000 of the
benefits thereof and that you or your assignee(s) are the beneficiary of
$1,500,000 of the benefits thereof. You agree to be available for such medical
and other examinations and inquiries as the insurance carrier may request.
8. Exclusivity of Services; Confidentiality. You agree that you will not,
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without the prior written approval of the President and the Board of Directors
of the Bank, directly or indirectly engage or participate in, or become an
officer or director of, or become employed by, or render advisory or other
service in connection with, any other business enterprise during the time that
you are employed by the Bank; provided, however, that you may hold outside
directorships which may, from time to time, require minor portions of time, but
which shall not interfere or be inconsistent with your duties hereunder. You
also acknowledge that any information and documentation relating to the Bank or
the Holding Company, including but not limited to their products, programs,
business strategies, clients, employees, forms and matters discussed by the
Board of Directors of the Bank and the Holding Company, are the sole property of
the Bank and the Holding Company and are strictly confidential; and you agree
that you will not, at any time during or after your employment by the Bank,
disclose any of such information or documentation to any person or entity for
any purpose whatsoever, except for your use of such information and
documentation in the course of carrying out your duties during the time that you
are employed by the Bank and except to comply with requirements of law or
regulatory authorities with jurisdiction over the Bank and the Holding Company
and except to counsel or independent auditors for you, the Bank or the Holding
Company. You further agree not to use any such information or documents in
competing with the Bank and the Holding Company at any time during or after the
time that you are employed by the Bank unless such information becomes generally
available to the public other than as a result of a disclosure by you, or
becomes available to you on a non-confidential basis from a source other than
the Bank or the Holding Company or their advisors, provided that such source is
not known by you to be bound by any obligation of secrecy to the Bank or the
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Holding Company or another party. You also agree that you will not discuss or
disclose any of the terms or provisions of this Agreement with any other
employee of the Bank or the Holding Company, except for the President and the
Board of Directors of the Bank and the Holding Company.
9. Covenant Not to Compete. You agree that during the time that you are
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employed by the Bank and for a period of one year thereafter, regardless of
whether the termination of your employment is voluntary, for Cause or not for
Cause, you will not, within a 500 (five hundred) mile radius of Hartford,
Connecticut (a) become engaged either directly or indirectly, in a management,
financial or line capacity, as an executive, employee, owner, advisor,
consultant or otherwise in the originating, processing, purchasing or selling of
loans guaranteed by the SBA; loans guaranteed by the USDA; loans insured or
guaranteed by Ex-Im Bank; commercial loans of any type to manufacturers,
distributors or wholesalers; or export loans of any type to manufacturers,
distributors or wholesalers, or (b) seek to cause any employee or customer of
the Bank or the Holding Company to cease such employee's or customer's
employment by or relationship with the Bank or the Holding Company.
10. Termination. If your employment by the Bank is terminated without
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Cause by the Bank before the end of the Term and before the occurrence of a
Change in Control, you will be entitled to receive as your sole remedy for such
termination, a lump sum cash severance payment equal to one year of your then
existing base salary. If your employment by the Bank is terminated without
Cause by the Bank before the end of the Term and after the occurrence of a
Change in Control, or if you resign from your employment by the Bank within one
year after a Change in Control due to an Adverse Change in Circumstances, you
will be entitled to receive, as your sole remedy for such termination or your
sole compensation upon such resignation, a lump sum cash severance payment equal
to one year of your then existing base salary, and all stock options granted to
you by the Holding Company up to that date will become immediately vested at the
time that your notice of termination or resignation is given. Since your stock
options will expire upon the end of your employment pursuant to the Holding
Company's stock option plans, if your employment ends due to termination by the
Bank without Cause and after the occurrence of a Change in Control, the giving
of the notice of the termination shall not be deemed to be effective for 5
business days solely for the purpose of allowing you to exercise your stock
options, but shall be deemed to be effective immediately for all other purposes.
As used herein, an "ADVERSE CHANGE IN CIRCUMSTANCES" is a material reduction in
your responsibilities or authority as an officer of the Bank within the one year
after the occurrence of a Change in Control and/or an involuntary relocation of
your place of employment more than 30 miles from the current headquarters of the
Bank within the one year after the occurrence of a Change in Control; a "CHANGE
IN CONTROL" will have occurred if the Chase family and the Silvers family cease,
in the aggregate, to beneficially own at least 25% of the outstanding Common
Stock of the Holding Company or of any successor thereto or to have the right to
exercise, directly or indirectly, at least 25% of the aggregate voting power of
the Bank or of any successor thereto. If, either before or after a Change in
Control, your employment by the Bank is terminated for Cause, or if you
terminate your employment (other than a resignation by you within one year
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after a Change in Control, due to an Adverse Change in Circumstances), or if
your employment is terminated due to your death or Permanent Disability (as
defined under the long-term disability insurance policy maintained for the
Bank's employees), you will receive your base salary through the date that your
employment ends, but you will not receive any payment for severance, bonuses or
accrued benefits. In the event of termination of your employment due to your
death, any stock options granted to you pursuant to the Holding Company's stock
option plans in which you have become vested shall be deemed to have been
exercised prior to your death if exercised within 60 days after your death.
11. Cause. As used herein, "CAUSE" means: (a) insubordination, material
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neglect of duty, material misconduct, material malfeasance, fraud, dishonesty or
act of gross negligence; (b) conduct that is illegal, immoral or materially
injurious to the Bank, the Holding Company or any of their affiliates; (c) non-
performance evaluated primarily with reference to the Bank's credit,
international and organizational policies, and with reference to goals and
budgets approved by the Bank's Board of Directors; provided, however, that non-
performance shall constitute Cause only if the Bank gives you notice describing
the non-performance and, if capable of being corrected, such non-performance is
not corrected within 30 days thereafter.
12. Equitable Relief. You acknowledge that any violation of Section 8 or
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9 above will cause the Bank and the Holding Company irreparable harm and that,
in addition to any other remedy that they may have, the Bank and the Holding
Company will have the right to obtain such injunctive or other equitable relief
as they may deem to be necessary or appropriate.
13. Tax Withholding Requirement. The amounts paid by the Bank to you
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hereunder will have withheld and deducted therefrom any taxes required to be
withheld by the Bank under any federal, state or local law.
14. Notices. All notices under this agreement shall be in writing and
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shall be deemed effective when delivered in person or by recognized overnight
delivery service to you or to the Bank, or if mailed, postage prepaid,
registered or certified mail, addressed, in the case of you, to your last known
address as carried on the personnel records of the Bank and, in the case of the
Bank, to its corporate headquarters, attention of the President, or to such
other address as the party to be notified may specify by notice to the other
party pursuant to this paragraph.
15. Successors and Assigns. The rights and obligations of the Bank under
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this agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Bank, including, without limitation, any
corporation, individual or other person or entity which may acquire all or
substantially all of the assets and business of the Bank or with or into which
the Bank may be consolidated or merged.
16. Arbitration. Any dispute which may arise between the parties hereto
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shall be settled by binding arbitration in accordance with the National Rules
for the Resolution of
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Employment Disputes of the American Arbitration Association. The parties shall
mutually agree in writing upon an arbitrator. If the parties shall fail to agree
upon an arbitrator within 5 days after a written demand, delivered as provided
for notices hereunder, for arbitration hereunder is made, each party shall have
the right within the succeeding 10 days to select an arbitrator (the failure by
either party to exercise such right within said 10 days will be equivalent to a
consent to the selection of the other party's arbitrator by mutual agreement);
within 20 days after such selection, if 2 arbitrators are selected, the 2
arbitrators shall select a third arbitrator. The arbitrator or arbitrators shall
have at least 5 years of experience in employment law. Any claim or dispute
arising hereunder shall be decided by the arbitrator or arbitrators based upon
the rights and obligations of the parties set forth in this agreement. The
decision of the arbitrator or of the majority of the arbitrators, as the case
may be, shall not include any award for punitive damages or penalties, but the
arbitrator or arbitrators may award or prorate attorneys fees in accordance with
his or their judgment as to who is the prevailing party in the arbitration. An
arbitration award rendered in accordance with this agreement shall be binding
and conclusive upon the parties. The costs of arbitration shall be borne
equally, except that each party shall bear the cost of their own counsel and
experts, if any. Venue for any arbitration proceedings hereunder shall be in
Hartford, Connecticut.
17. Severability. If any of the terms or conditions of this agreement
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shall be declared void or unenforceable by any court or administrative body of
competent jurisdiction, such term or condition shall be deemed severable from
the remainder of this agreement, and the other terms and conditions of this
agreement shall continue to be valid and enforceable.
18. Construction. This agreement shall be construed under the laws of the
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State of Connecticut. Section headings are for convenience only and shall not
be considered a part of the terms and provisions of this agreement.
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If this agreement is acceptable to you, please sign below.
Very truly yours,
FIRST NATIONAL BANK OF
NEW ENGLAND
By: /s/ BRETT N. SILVERS
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Brett N. Silvers
Its Chairman and President
Agreed to:
/s/ BRIAN J. CHARLEBOIS
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Brian J. Charlebois
The undersigned hereby agrees to be bound by the provisions set forth in
Sections 6 and 10 above.
FIRST INTERNATIONAL BANCORP, INC.
By: /s/ BRETT N. SILVERS
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Brett N. Silvers
Its Chairman and President
August 28, 1997
Brian J. Charlebois
72 Mares Hill Road
Ivoryton, CT 06442
Dear Brian:
Section 9 of your employment agreement dated August 25, 1997 is deleted and
replaced with the following:
"9. Covenant Not to Compete. You agree that during the time that you are
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employed by the Bank, and for a period of one year after you terminate your
employment voluntarily prior to the end of the Term or your employment is
terminated by the Bank for Cause or not for Cause prior to the end of the Term,
you will not, within a 500 mile radius of Hartford, Connecticut (a) become
engaged either directly or indirectly, in a management, financial or line
capacity, as an executive, employee, owner, advisor, consultant or otherwise in
the originating, processing, purchasing or selling of loans guaranteed by the
SBA; loans guaranteed by the USDA; loans insured or guaranteed by Ex-Im Bank;
commercial loans of any type to manufacturers, distributors or wholesalers; or
export loans of any type to manufacturers, distributors or wholesalers, or (b)
seek to cause any employee or customer of the Bank or Holding Company to cease
such employee's or customer's employment by or relationship with the Bank of
Holding Company."
All other terms of your employment agreement remain unmodified.
If this is acceptable to you, please sign below.
Very truly yours,
FIRST NATIONAL BANK OF NEW ENGLAND
By: /s/ BRETT N. SILVERS
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Brett N. Silvers
Its Chairman and President
Agreed to:
/s/ BRIAN J. CHARLEBOIS
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Brian J. Charlebois