Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (this "Agreement") is entered
into this 29th day of June, 2006 by and between (i) Robert G. Cocks, Jr.
("Executive"), and (ii) Putnam Savings Bank (the "Bank"). In this Agreement, the
"Bank" shall at all times include any and all related entities, corporations,
partnerships and subsidiaries of the Bank, as well as their respective current
and former directors, officers, trustees, partners, employees, successors in
interest, representatives and agents, both in their representative and
individual capacities.
WHEREAS, the Bank and Executive mutually agree that Executive's employment
with the Bank will terminate on the Effective Date of this Agreement set forth
in Section 10 hereof; and
WHEREAS, the parties desire to resolve any and all differences or disputes
between the parties that presently exist or may arise in the future regarding
the Executive's employment with the Bank and separation from employment with the
Bank; and
WHEREAS, the Bank and Executive agree that the terms of this Agreement
shall supersede all prior agreements between the Bank and Executive.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Bank and Executive agree as follows:
1. Resignations/Severance Pay.
(a) Executive agrees to resign from all of his positions as an employee,
officer and/or director of (i) the Bank; (ii) PSB Holdings, Inc., a federally
chartered stock holding company of the Bank, which owns 100% of the common stock
of the Bank; (iii) Putnam Bancorp, MHC, a federally chartered mutual holding
company which owns a majority of the outstanding shares of common stock of PSB
Holdings, Inc.; (iv) Putnam Savings Foundation, a Delaware non-stock
corporation; and (v) any affiliate of the Bank. Said resignation letter is
confirmed by letter from Executive and is attached as Exhibit A.
(b) In consideration of Executive's execution of this Agreement and
performance of Executive's obligations hereunder, the Bank agrees to continue to
pay Executive his current annual salary" of One Hundred Fifty-Five Thousand Nine
Hundred Twenty-Five Dollars ($155,925.00) for a period of six (6) months (i.e.,
SEVENTY-SEVEN THOUSAND NINE HUNDRED SIXTY-TWO DOLLARS AND FIFTY CENTS
($77,962.50) in thirteen (13) bi-weekly installments of FIVE THOUSAND NINE
HUNDRED NINETY SEVEN DOLLARS AND TWELVE CENTS ($5,997.12) following the
Effective Date, provided, however, that such amount shall be reduced for
appropriate taxes and deductions (hereinafter referred to as the "Severance
Pay"). The Severance Pay shall be paid to Executive bi-weekly on the Bank's
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normal payroll schedule. In addition, the Bank agrees not to contest any
application Executive may make for unemployment compensation. The Severance Pay
is being offered to Executive solely in exchange for his promise to be bound by
the terms of this Agreement and is above and beyond what he would otherwise be
entitled to receive from the Bank due to his termination of employment.
2. Health Insurance. The Bank agrees to provide Executive for a six (6)
month period following the execution of this Agreement with the same health
insurance benefits on the same terms and conditions as such benefits were
provided at the time of Executive's separation from employment, provided,
however, should Executive become eligible for health insurance benefits through
another employer, the Bank's obligation will cease. Following the six (6) month
period, Executive shall be entitled to receive continued health insurance
coverage at his expense, under applicable state and/or federal "COBRA" laws. All
other employee benefits shall cease as of the Effective Date of this Agreement.
3. Post-Termination Obligations
(a) General. All payments under this Agreement shall be subject to
Executive's compliance with this Section 3.
(b) Litigation Cooperation. Executive shall, upon reasonable notice, for
six (6) months following the execution of this Agreement, furnish such
information and assistance to the Bank as may reasonably be required by the Bank
in connection with any litigation in which the Bank or any of its subsidiaries
or affiliates is, or may become, a party.
(c) Confidentiality. Executive recognizes and acknowledges that the
knowledge of the business activities and plans for business activities of the
Bank and its affiliates, as such activities may exist from time to time, is a
valuable, special and unique asset of the Bank and its affiliates. Accordingly,
Executive will not, for a one (1) year period following the Effective Date of
this Agreement, disclose any knowledge of the past, present, planned or
considered business activities of the Bank and its affiliates to any person,
firm, corporation, or other entity for any reason or purpose whatsoever (except
for such disclosure as may be required to be provided to any regulatory agency
with jurisdiction over the Bank). Notwithstanding the foregoing, Executive may
disclose any knowledge of general banking, financial and/or economic principles,
concepts or ideas which are not solely and exclusively derived from the business
plans and activities of the Bank, and Executive may disclose any information
regarding the Bank which is otherwise publicly available or which he is
otherwise legally required to disclose.
(d) Non-Compete. Executive agrees not to compete with the Bank or any of
its affiliates for a period of six (6) months following the Effective Date of
this Agreement in any city, town or county in which the Bank has an office or
has filed an application for regulatory approval to establish an office,
determined as of the Effective Date of this Agreement, except as agreed to
pursuant to a resolution duly adopted by the Board. Executive agrees that during
such period and within said cities, towns and counties, Executive shall not work
for or advise, consult or otherwise serve with, directly or indirectly, any
entity whose business materially competes with the depository, lending or other
business activities of the Bank. The parties hereto agree, recognizing that
irreparable injury will result to the Bank, its business and property in the
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event Executive breaches this Section 3(d), that in the event of any such breach
by Executive, the Bank will be entitled, in addition to any other remedies and
damages available to it, to an injunction to restrain the violation hereof by
Executive, his partners, agents, servants, employers, employees and all persons
acting for or with him. Executive represents and admits that his experience and
capabilities are such that he can obtain employment with a bank outside the
scope of the geographic limitations of this provision and/or in a business
engaged in other lines and/or of a different nature than the Bank, and that the
enforcement of a remedy by way of injunction will not prevent Executive from
earning a livelihood. Nothing herein will be construed as prohibiting the Bank
from pursuing any other remedies available to it for such breach or threatened
breach, including the recovery of damages from Executive.
(e) Non-Solicitation. Executive further agrees that he will not, in any
manner whatsoever, for a period of six (6) months following the Effective Date
of this Agreement, either as an individual or as a partner, stockholder,
director, officer, principal, employee, agent, consultant, or in any other
relationship or capacity with any person, firm, corporation or other business
entity, either directly or indirectly, solicit or induce or aid in the
solicitation or inducement of any employees of the Bank to leave their
employment with the Bank. Executive further agrees that he will not, in any
manner whatsoever, for a period of six (6) months following the Effective Date
of this Agreement, either as an individual or as a partner, stockholder,
director, officer, principal, employee, agent, consultant or in any other
relationship or capacity with any person, firm, corporation or other business
entity, either directly or indirectly, solicit the business of any customers or
clients of the Bank.
(f) Non-Disparagement. Executive and the Bank agree that they will not
engage in any conduct or activity which is either intended to or could
reasonably be expected to harm each other in the operation of their business.
Each party agrees that it/he will not take any action, legal or otherwise, which
might embarrass, harass, or adversely affect the other or which might in any way
work to the detriment of the other, whether directly or indirectly. In
particular and by way of illustration not limitation, each party agrees that
it/he will not directly or indirectly contact customers or any entity that has a
business relationship with the other, in order to disparage the good morale or
business reputation or business practices of the other party or any of such
party's current and former officers, directors, managers or employees.
(g) Return of Property. Immediately upon the Effective Date of this
Agreement, Executive shall return to the Bank all of the Bank's property,
including, but not limited to, computers, keys, cell phones, credit cards and
other tangible property, as well as all original or copies of records, notes,
reports, proposals, lists, correspondence, materials or other documents.
4. Mutual Release.
(a) Release of the Bank by Executive; Agreement Not to Sue. In exchange for
the Severance Pay to which Executive would not otherwise be entitled, Executive,
on behalf of himself, his heirs and assigns, irrevocably and unconditionally
releases the Bank from all claims, controversies, liabilities, demands, causes
of action, debts, obligations, promises, acts, agreements, rights of
contribution and/or indemnification, and damages of whatever kind or nature,
whether known or unknown, suspected or unsuspected, foreseen or unforeseen,
liquidated or contingent, actual or potential, jointly and individually, that he
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has had now has or may have, based on any and all aspects of Executive's
employment with the Bank or his separation from that employment through the
effective date of this Agreement, including, but not limited to: any and all
claims for breach of express or implied contract or covenant of good faith and
fair dealing (whether written or oral), all claims for retaliation or violation
of public policy, breach of promise, detrimental reliance or tort (e.g.,
intentional infliction of emotional distress, defamation, wrongful termination,
interference with contractual or advantageous relationship, etc.), whether based
on common law or otherwise; all claims arising under Title VII of the Civil
Rights Act of 1964, as amended; the Age Discrimination in Employment Act; the
Americans with Disabilities Act; claims for emotional distress, mental anguish,
personal injury, loss of consortium; any and all claims that may be asserted on
Executive's behalf by others or any other federal, state or local laws or
regulations relating to employment or benefits associated with employment. The
foregoing list is meant to be illustrative rather than inclusive.
Notwithstanding the above, it is understood that Executive does not waive any
rights he may have to vested benefits under any retirement or employee welfare
plan that may be due him upon his separation from the Bank. Executive does not
release Workers Compensation claims he may have against Bank or its insurer,
except that Executive specifically releases all claims under Connecticut General
Statutes ss. 31-290a. This Agreement, however, does not prevent Executive from
filing a charge with the Equal Employment Opportunity Commission, although
Executive waives his right to recover any damages or other relief in any claim
or suit brought by or through the Equal Employment Opportunity Commission or any
other state or local agency on behalf of him under any federal or state
discrimination law, except where otherwise prohibited by law.
Executive waives the rights and claims set forth above, and he also agrees not
to institute, or have instituted, a lawsuit or claim against the Bank based on
any such claims or rights.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND RELEASE IS A FULL
AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT HE MAY NOW HAVE AGAINST
THE BANK BUT THAT IT DOES NOT RELEASE ANY CLAIMS BY EXECUTIVE RELATING TO EVENTS
THAT MAY OCCUR AFTER THE DATE OF THIS AGREEMENT.
(b) Release of Executive by the Bank. The Bank, its past, present or future
parent, affiliated, related and/or subsidiary entities and their predecessors
and successors and assigns, and the past, present, or future directors,
shareholders, officers, employees, agents, attorneys and representatives of such
entities, do hereby forever release and discharge Executive, his heirs,
beneficiaries, devisees, executors, administrators, attorneys, personal
representatives, and assigns from any and all claims, debts, demands, accounts,
judgments, rights, causes of action, damages, costs, charges, complaints,
obligations, promises, agreements, controversies, suits, expenses, compensation,
responsibility and liability of every kind and character whatsoever (including
attorneys fees and costs) (hereinafter collectively referred to as "claims"),
whether in law or in equity and whether or not known, asserted, or suspected
which the Bank has against Executive from the beginning of time up to and
including the date of the execution of this Agreement. Employer agrees to
indemnify Executive from all claims against Executive by a third-party where the
alleged damages arise out of an alleged act or omission occurring in the
performance of Executive's duties and responsibilities as an employee with
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Employer provided said acts arose while Executive was acting within the scope
and course of employment and did not involve fraudulent or criminal conduct.
5. Adequate Consideration. Executive and the Bank agree that the Severance
Pay constitutes adequate and ample consideration for the rights and claims that
Executive is waiving under this Agreement. Executive further agrees that the
Severance Pay shall be in lieu of any other compensation or benefits to which
Executive may be entitled or may claim to be entitled except as specified
herein.
6. Confidentiality of this Agreement. Except such disclosure that is
required by federal or state law or by court order, the parties understands and
agrees that this Agreement is a confidential document, except to the extent that
this Agreement may be required to be filed with any regulatory agency under
applicable federal laws and regulations. Accordingly, The parties agrees that
they will not disclose, publicize, or disseminate, or cause to be disclosed
published, or disseminated in any manner the terms, conditions, or contents of
this Agreement, or the circumstances related thereto, with any other person
except for confidential disclosures or discussions, with their attorneys and/or
accountants, spouse, if any, unless such disclosure is made for the purposes of
violating the intent of this provision. The parties may disclose information
relating to the terms and conditions of this Agreement to the extent required to
enforce his respective rights and obligations under this Agreement.
7. Binding Arbitration. In the event that either party institutes legal
proceedings to enforce the terms of this Agreement, it is specifically
understood and agreed that such a claim shall be submitted to final and binding
arbitration in the State of Connecticut pursuant to the rules of the American
Arbitration Association, and that the prevailing party shall recover its costs
and reasonable attorney's fees incurred in such arbitration proceeding.
8. Non-Admission of Liability. Each party acknowledges that the other is
entering into this Agreement voluntarily to end their relationship in a
professional manner, and that in making this Agreement, neither party admits
that it has done anything wrong to the other.
9. Amendment and Termination. Executive and the Bank agree that this
Agreement cannot be amended or terminated except by a writing executed by both
of the parties hereto or their respective administrators, trustees, personal
representatives, and successors.
10. Effective Date. As used in this Agreement, the term "effective date of
this Agreement" shall mean the date on which the seven day revocation period as
described in the Acknowledgement Section of this Agreement has expired.
11. Miscellaneous.
(a) Severability. If any provision of this Agreement, or any part of any
provision of this Agreement, is found to be invalid by a court of competent
jurisdiction, such determination shall not affect the validity of any other
provision, or part thereof, of this Agreement.
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(b) Governing Law. The parties further agree that this Agreement is
governed by the laws of the State of Connecticut.
(c) Entire Agreement. The Bank and Executive agree that this Agreement
constitutes their entire final understanding and agreement with respect to the
subject matter hereof and supersedes all prior or contemporaneous negotiations,
promises, covenants, agreements, or representations concerning all matters
directly, indirectly, or collaterally related to the subject matter of this
Agreement.
(d) Notices. All notices, demands, consents or approvals required or
provided for hereunder shall be given by certified or registered mail, return
receipt requested, or by Federal Express or other overnight courier service
addressed to the parties at the addresses listed below:
EXECUTIVE Robert G. Cocks, Jr.
65 Senexet Village Road
Woodstock, CT 06281
BANK Thomas Borner
Chief Executive Officer
Putnam Savings Bank
155 Providence Street
Putnam, CT 06260
(e) Headings. The section captions used in this Agreement are included
solely for convenience and shall not effect or be used in conjunction with the
interpretation of this Agreement.
(f) Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original and all of
which shall be deemed one in the same instrument.
(g) Executive's Beneficiary. Bank acknowledges and agrees that the payments
set forth in Section 1(b) hereof shall be made to Executive notwithstanding his
employment by a third party, his death or his disability. In the event of
Executive's death, the benefits conferred hereunder shall inure to the benefit
of the Executive's estate.
12. Acknowledgements.
Executive and Bank each represent and warrant that no person other than the
signatories hereto had or has any interest in the matters referred to or covered
by this Agreement; that each of them has the sole right and exclusive authority
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to execute this Agreement; and that they have not sold, assigned, transferred,
conveyed, or otherwise disposed of any claim or demand relating to any matter
covered by this Agreement.
EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ AND UNDERSTANDS THIS
AGREEMENT AND AGREES THAT THE BANK HAS NOT MADE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED HEREIN. EXECUTIVE ALSO ACKOWLEDGES THAT HE HAS BEEN ADVISED TO
CONSULT WITH AN ATTORNEY OF HIS OWN CHOSING REGARDING THE TERMS OF THIS
AGREEMENT; THAT HE HAS BEEN GIVEN TWENTY-ONE (21) DAYS TO CONSIDER THE TERMS OF
THIS AGREEMENT, AND THAT HE SIGNS THIS AGREEMENT BEFORE THE TWENTY-ONE DAY
PERIOD, HE DOES SO KNOWINGLY AND VOLUNTARILY. EXECUTIVE ALSO ACKNOWLEDGES THAT
HE ENTERS INTO THIS AGREEMENT VOLUNTARILY, WITH FULL KNOWLEDGE OF ITS
SIGNIFICANCE, AND WITHOUT PRESSURE OR COERCION. EXECUTIVE FURTHER ACKNOWLEDGES
THAT HE HAS HAD SUFFICIENT TIME TO CONSIDER THIS AGREEMENT AND CONSULT WITH AN
ATTORNEY OF HIS CHOOSING PRIOR TO EXECUTING THIS AGREEMENT.
EXECUTIVE ALSO ACKNOWLEDGES THAT HE MAY REVOKE THIS AGREEMENT WITHIN SEVEN
DAYS FOLLOWING HIS SIGNATURE ON THIS AGREEMENT BY DELIVERING WRITTEN
NOTIFICATION OF SUCH REVOCATION TO THOMAS BORNER, CHIEF EXECUTIVE OFFICER OF THE
BANK. SAID REVOCATION IS NOT EFFECTIVE UNLESS IT IS RECEIVED BY MR. BORNER
DURING THE 7-DAY PERIOD. THIS AGREEMENT BECOMES EFFECTIVE ON THE EIGHTH DAY
AFTER EXECUTIVE SIGNS THIS AGREEMENT.
IN WITNESS WHEREOF, the Bank and Executive have executed this Agreement.
PUTNAM SAVINGS BANK
Date: July 6, 2006 By: /s/Thomas A. Borner
-------------------
Thomas A. Borner,
Chief Executive Officer
EXECUTIVE
Date: June 29, 2006 By: /s/Robert G. Cocks, Jr.
-----------------------
Robert G. Cocks, Jr.
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STATE OF CONNECTICUT )
) ss.
COUNTY OF NEW LONDON )
On this 29th day of June, 2006, before me personally appeared Robert G.
Cocks, Jr., known to me to be the person whose name is subscribed to the within
instrument who acknowledged that he executed the same for the purposes therein
contained as his free act and deed.
/s/______________________________
Notary Public
My Commission Expires:
STATE OF CONNECTICUT )
) ss.
COUNTY OF WINDHAM)
On this 6th day of July, 2006, before me the undersigned officer,
personally appeared Thomas A. Borner, who acknowledged himself to be the Chief
Executive Officer of Putnam Savings Bank, and that he, being duly authorized so
to do, executed the foregoing Instrument for the purposes therein contained, by
signing the name of said Bank by himself as his free act and deed.
____/s/_____________________________
Commissioner of the Superior Court
Notary Public
My Commission Expires: