EMPLOYMENT CONTRACT
This AGREEMENT is made effective as of this thirty-first day of January, 2001 by
and between THE YARDVILLE NATIONAL BANCORP (the "Holding Company"), a
corporation organized under the laws of the State of New Jersey, and Timothy J.
Losch (the "Officer").
RECITALS
WHEREAS, the Holding Company desires to employ and retain the services
of the Officer for the period provided in this Agreement; and
WHEREAS, the Officer is willing to serve in the employ of the Bank on
a full-time basis for said period;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereto agree as follows:
46. POSITION AND RESPONSIBILITIES
During the period of his employment hereunder, the Officer shall serve
as Executive Vice President and Chief Operating Officer of the Yardville
National Bank (the "Bank") reporting to the President & CEO of the Bank.
47. TERMS AND DUTIES
(K) The period of the Officer's employment agreement shall
commence as of January 31, 2001 and shall continue for a period of twenty-four
(24) full calendar months thereafter, unless terminated by the Bank on account
of death, disability or cause (as herein defined). This Agreement is subject to
approval, for continuation, by the Board of Directors of the Yardville National
Bancorp, at the conclusion of each contract period. Renewals shall be on the
same terms and conditions as set forth herein, except for such modification of
compensation and benefits as may hereafter be agreed upon between the parties
hereto from time to time.
(L) During the period of employment, the Officer shall devote full
time and attention to such employment and shall perform such duties as are
customarily and appropriately vested in the Executive Vice President and Chief
Operating Officer of a commercial bank.
48. DEFINITIONS
For purposes of the Agreement,
(Y) "Cause" means any of the following:
(xxv) the willful commission of an act that causes or that
probably will cause substantial economic damage to
the Bank or substantial injury to the Bank's business
reputation; or,
(xxvi) the commission of an act of fraud in the performance
of the Officer's duties; or
(xxvii) a continuing willful failure to perform the duties of
the Officer's position with the Bank; or
(xxviii) the order of a bank regulatory agency or court
requiring the termination of the Officer's
employment.
(Z) "Change in Control": means any of the following:
(xix) the acquisition by any person or group acting in
concert of beneficial ownership of forty percent
(40%) or more of any class of equity security of the
Bank or the Bank's Holding Company, or
(xx) the approval by the Board, and appropriate regulatory
authorities of the sale of all or substantially all
of the assets of the Bank or Holding Company; or,
(xxi) the approval by the Board and appropriate regulatory
authorities of any merger, consolidation, issuance of
securities or purchase of assets, the result of which
would be the occurrence of any event described in
clause (i) or (ii) above.
(AA) "Disability" means a mental or physical illness or condition
rendering the Officer incapable of performing his normal duties for the Bank.
(BB) "Willfulness" means an act or failure to act done not in good
faith and without reasonable belief that the action or omission was in the best
interest of the Bank.
49. COMPENSATION AND REIMBURSEMENT
(T) During the period of employment, the Bank shall pay to the
Officer an annual salary of not less than $150,000.00, in the first year of the
contract period and salary increase consideration of 4% to 5%, as determined by
Bank Management, in the second year of the contract period; which salary shall
be paid in bi-weekly installments.
Such salary shall be reviewed by the Board or a duly appointed committee thereof
at least annually and any adjustments in the amount of salary on said review
shall be fixed by Board from time to time.
(U) The Officer shall be entitled to participate in or receive
benefits under any retirement plan, pension plan, medical coverage or any other
employee benefit plan or prerequisite arrangement currently available or which
may hereafter be adopted by the Bank for its senior executives and key
management employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans and arrangements. Nothing
paid to the Officer under any such plan or arrangement will be deemed to be in
lieu of other compensation to which the Officer is entitled under this
Agreement.
(V) The Officer shall be provided by the Bank with an automobile
for his individual use.
(W) In addition to the salary provided for under Section 4:
(v) The Bank shall pay for all reasonable travel and
other reasonable expenses incurred by the Officer in
performing his obligations under this Agreement.
50. TERMINATION FOR CAUSE
(K) The Officer shall not have the right to receive compensation
or other benefits provided hereunder for any period after termination for Cause,
except to the extent that Officer may be legally entitled to participate by
virtue of COBRA or any other State or Federal Law concerning employee rights to
benefits upon termination.
51. TERMINATION BY THE OFFICER
(E) In the event of the Officer's voluntary termination, the
Officer shall not have the right to receive compensation or benefits as provided
hereunder after such date of termination, except to the extent that the Officer
may be legally entitled to participate by virtue of COBRA or any other State of
Federal law concerning employee rights to benefits upon termination.
52. CHANGE IN CONTROL
(D) In the event that within three (3) years after a Change in
Control (as herein defined), the Officer's employment is terminated by the Bank,
other than for death, disability or Cause, the Officer shall be entitled to
receive three (3) years' salary at the annual salary currently being paid, which
payment shall be made in a lump sum promptly after the occurrence of such
termination.
(B) The Officer will have the option within six (6) months after a
Change in Control (as herein defined), to elect to resign his position. If the
Officer's voluntary departure is for other than death, disability or cause the
Officer shall be entitled to receive two (2) years' salary at an annual salary
currently being paid, which payment shall be made in a lump sum promptly after
the occurrence of such voluntary resignation.
53. TERMINATION UPON DISABILITY
(D) In the event that the Officer experiences a Disability during
the period of his employment, his salary shall continue at the same rate as was
in effect on the day of the occurrence of such Disability, reduced by an
concurrent disability benefit payments provided under disability insurance
maintained by the Bank. If such Disability continues for a period of six (6)
consecutive months, the Bank at its option may thereafter, upon written notice
to the Officer or his personal representative, terminate the Officer's
employment with no further notice.
54. GOVERNING LAW
This Agreement and the other obligations of the parties hereto shall be
interpreted, construed and enforced in accordance with the laws of the State of
New Jersey.
55. ENTIRE AGREEMENT
This instrument contains the entire agreement of the parties. It may
not be changed orally, but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
IN WITHNESS WHEREOF, the parties have hereunto executed this Agreement
on the 31st day of January, 2001.
ATTEST: YARDVILLE NATIONAL BANCORP
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Patrick M. Ryan
President/CEO
WITNESS
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Timothy J. Losch
EVP/Chief Operating Officer