Exhibit 10.7
EMPLOYMENT AGREEMENT
This AGREEMENT (the "Agreement") is made as of February 17, 1999 (the
"Effective Date"), by and between Northway Financial, Inc., a New Hampshire
chartered corporation (the "Employer") and George L. Fredette (the "Executive").
In consideration of the mutual covenants contained in this Agreement, the
Employer and the Executive agree as follows:
1. Employment. The Employer agrees to employ the Executive and the
Executive agrees to be employed by the Employer on the terms and conditions set
forth in this Agreement. For the purposes of complying with and administering
its compensation obligations under this Agreement, the Employer may, at its
option, engage its subsidiary, The Berlin City Bank (the "Bank"), to serve, for
such period as the Employer determines to be necessary, as a joint employer of
the Executive under this Agreement and the Executive accepts any such employment
by the Bank.
2. Capacity. The Executive shall serve the Employer as Senior Vice
President/Chief Financial Officer, subject to election by the Board of Directors
of the Employer (the "Board of Directors"). The Executive shall also serve the
Employer in such other or additional offices as the Executive may be requested
to serve by the Chief Executive Officer (the "CEO") or the Board of Directors.
In such capacity or capacities, the Executive shall perform such services and
duties in connection with the business, affairs and operations of the Employer
as may be assigned or delegated to the Executive from time to time by or under
the authority of the CEO or the Board of Directors.
3. Term. Subject to the provisions of Section 6, the term of employment
pursuant to this Agreement (the "Term") shall be for two (2) years from the
Effective Date and shall be renewed automatically for periods of one (1) year
commencing at the first anniversary of the Effective Date and on each subsequent
anniversary thereafter, unless either the Executive or the Employer gives
written notice to the other not less than sixty (60) days prior to the date of
any such anniversary of such party's election not to extend the Term.
4. Compensation and Benefits. The regular compensation and benefits
payable to the Executive under this Agreement shall be as follows:
(a) Salary. For all services rendered by the Executive under this
Agreement, the Employer shall pay the Executive a salary (the "Salary")
at an annual rate of $115,000, subject to increase from time to time in
the discretion of the Board of Directors. The Salary shall be payable in
periodic installments in accordance with the Employer's usual practice
for its senior executives.
(b) Bonus or Similar Incentive Programs. The Executive shall be
entitled to participate in any incentive or bonus program established by
the Board of Directors to include the Executive's position, with such
terms as may be established in the sole discretion of the Board of
Directors.
(c) Regular Benefits. The Executive shall also be entitled to
participate in any employee benefit plans, medical insurance plans, life
insurance plans, disability income plans, retirement plans, vacation
plans, expense reimbursement plans and other benefit plans which the
Employer may from time to time have in effect for all or most of its
senior executives; provided that until a package of benefit plans is
established by the Employer, the Executive shall be entitled to
participate in benefit plans in effect for all or most of the senior
executives of the Bank. Such participation shall be subject to the terms
of the applicable plan documents, generally applicable policies of the
Employer, applicable law and the discretion of the Board of Directors or
any administrative or other committee provided for in or contemplated by
any such plan. Nothing contained in this Agreement shall be construed to
create any obligation on the part of the Employer to establish any such
plan or to maintain the effectiveness of any such plan which may be in
effect from time to time.
(d) Relocation Costs. To reduce the Executive's expense associated
with relocation, the Employer shall provide the following to the
Executive:
(i) Duplicate Residence Allowance. The Employer shall pay to
the Executive a Duplicate Residence Allowance effective for the
lesser of (A) such period as the Executive maintains residences in
both Queensbury, NY and northern New Hampshire; or (B) six (6)
months. The Duplicate Residence Allowance for any month shall
equal the lesser of (Y) Eight Hundred Dollars ($800); or (Z) the
Executive's monthly rental or mortgage payment plus the cost of
electricity for a northern New Hampshire residence for such month.
(ii) Relocation Allowance. In lieu of any relocation cost
reimbursement other than the Duplicate Residence Allowance, the
Employer shall pay to the Executive (A) Ten Thousand Dollars
($10,000) promptly after the execution of this Agreement; and (B)
Ten Thousand Dollars ($10,000) upon the Executive's relocation to
a permanent residence in northern New Hampshire.
(e) Taxation of Payments and Benefits. The Employer shall
undertake to make deductions, withholdings and tax reports with respect
to payments and benefits under this Agreement to the extent that it
reasonably and in good faith believes that it is required to make such
deductions, withholdings and tax reports. Payments under this Agreement
shall be in amounts net of any such deductions or withholdings. Nothing
in this Agreement shall be construed to require the Employer to make any
payments to compensate the Executive for any adverse tax effect
associated with any payments or benefits or for any deduction or
withholding from any payment or benefit.
(f) Exclusivity of Salary and Benefits. Unless approved by the
Board of Directors, the Executive shall not be entitled to any payments
or benefits other than those provided under this Agreement.
5. Extent of Service. During the Executive's employment under this
Agreement, the Executive shall, subject to the direction and supervision of the
CEO or the Board of Directors, devote the Executive's best efforts and business
judgment, skill and knowledge to the advancement of the Employer's interests and
to the discharge of the Executive's duties and responsibilities under this
Agreement. The Executive shall not engage in any other business activity, except
as may be approved by the CEO or the Board of Directors; provided that nothing
in this Agreement shall be construed as preventing the Executive from:
(a) investing the Executive's assets in any company or other
entity in a manner not prohibited by Section 7(d) and in such form or
manner as shall not require any material activities on the Executive's
part in connection with the operations or affairs of the companies or
other entities in which such investments are made; or
(b) engaging in religious, charitable or other community or
non-profit activities that do not impair the Executive's ability to
fulfill the Executive's duties and responsibilities under this Agreement.
6. Termination and Termination Benefits. Notwithstanding the provisions of
Section 3, the Executive's employment under this Agreement shall terminate under
the following circumstances set forth in this Section 6.
(a) Termination by the Employer for Cause. The Executive's
employment under this Agreement may be terminated for cause without
further liability on the part of the Employer effective immediately upon a
majority vote of the Board of Directors and written notice to the
Executive. Only the following shall constitute "cause" for such
termination:
(i) dishonest statements or acts of the Executive with
respect to the business of the Employer or any affiliate of the
Employer;
(ii) the commission by or indictment of the Executive for
(A) a felony or (B) any misdemeanor involving moral turpitude,
deceit, dishonesty or fraud ("indictment," for these purposes,
meaning an indictment, probable cause hearing or any other
procedure pursuant to which an initial determination of probable
or reasonable cause with respect to such offense is made);
(iii) material failure to perform to the reasonable
satisfaction of the Board of Directors a substantial portion of
the Executive's duties and responsibilities assigned or delegated
under this Agreement, which failure continues, in the reasonable
judgment of the Board of Directors, for sixty (60) days after
written notice given to the Executive by the Board of Directors;
(iv) gross negligence, willful misconduct or insubordination
of the Executive with respect to the Employer or any affiliate of
the Employer; or
(v) material breach by the Executive of any of the
Executive's obligations under this Agreement.
(b) Termination by the Executive. The Executive's employment under
this Agreement may be terminated by the Executive by written notice to the
Board of Directors or the CEO at least thirty (30) days prior to such
termination.
(c) Termination by the Employer Without Cause. Subject to the
payment of Termination Benefits pursuant to Section 6(d), the Executive's
employment under this Agreement may be terminated by the Employer without
cause upon written notice to the Executive by a majority vote of the Board
of Directors.
(d) Certain Termination Benefits. Unless otherwise specifically
provided in this Agreement or otherwise required by law, all compensation
and benefits payable to the Executive under this Agreement shall terminate
on the date of termination of the Executive's employment under this
Agreement. Notwithstanding the foregoing, in the event of termination of
the Executive's employment with the Employer pursuant to Section 6(c)
above, the Employer shall provide to the Executive the following
termination benefits ("Termination Benefits"):
(i) continuation of the Executive's Salary at the rate then
in effect pursuant to Section 4(a); and
(ii) continuation of group health plan benefits to the
extent authorized by and consistent with 29 U.S.C. ss. 1161 et
seq. (commonly known as "COBRA"), with the cost of the regular
premium for such benefits shared in the same relative proportion
by the Employer and the Executive as in effect on the date of
termination.
The Termination Benefits set forth in (i) and (ii) above shall continue
effective until the expiration of the Term; provided that in the event
that the Executive commences any employment or self-employment during the
period during which the Executive is entitled to receive Termination
Benefits (the "Termination Benefits Period"), the remaining amount of
Salary due pursuant to Section 6(d)(i) for the period from the
commencement of such employment or self-employment to the end of the
Termination Benefits Period shall be reduced by one-half of the salary or
other cash compensation the Executive receives from such employment or
self-employment attributable to services performed during the Termination
Benefits Period and, if the Executive receives benefits from such
employment or self-employment comparable to those benefits provided by the
Employer, the payments provided under Section 6(d)(ii) shall cease
effective as of the date of commencement of such employment or
self-employment. The Employer's liability for Salary continuation pursuant
to Section 6(d)(i) shall be reduced by the amount of any severance pay due
or otherwise paid to the Executive pursuant to any severance pay plan or
stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in
this Section 6(d) shall be construed to affect the Executive's right to
receive COBRA continuation entirely at the Executive's own cost to the
extent that the Executive may continue to be entitled to COBRA
continuation after the Executive's right to cost sharing under Section
6(d)(ii) ceases. The Executive shall be obligated to give prompt notice of
the date of commencement of any employment or self-employment during the
Termination Benefits Period and shall respond promptly to any reasonable
inquiries concerning any employment or self-employment in which the
Executive engages during the Termination Benefits Period.
(e) Disability. If the Executive shall be disabled so as to be
unable to perform the essential functions of the Executive's then existing
position or positions under this Agreement with or without reasonable
accommodation, the Board of Directors by a majority vote may remove the
Executive from any responsibilities and/or reassign the Executive to
another position with the Employer for the remainder of the Term or during
the period of such disability. Notwithstanding any such removal or
reassignment, the Executive shall continue to receive the Executive's full
Salary (less any disability pay or sick pay benefits to which the
Executive may be entitled under the Employer's policies) and benefits
under Section 4 of this Agreement (except to the extent that the Executive
may be ineligible for one or more such benefits under applicable plan
terms) for a period of time equal to the lesser of (i) one (1) year; or
(ii) the remainder of the Term. If any question shall arise as to whether
during any period the Executive is disabled so as to be unable to perform
the essential functions of the Executive's then existing position or
positions with or without reasonable accommodation, the Executive may, and
at the request of the Employer shall, submit to the Employer a
certification in reasonable detail by a physician selected by the Employer
to whom the Executive or the Executive's guardian has no reasonable
objection as to whether the Executive is so disabled or how long such
disability is expected to continue, and such certification shall for the
purposes of this Agreement be conclusive of the issue. The Executive shall
cooperate with any reasonable request of the physician in connection with
such certification. If such question shall arise and the Executive shall
fail to submit such certification, the Employer's determination of such
issue shall be binding on the Executive. Nothing in this Section 6(e)
shall be construed to waive the Executive's rights, if any, under existing
law including, without limitation, the Family and Medical Leave Act of
1993, 29 U.S.C. ss.2601 et seq. and the Americans with Disabilities Act,
42 U.S.C. ss.12101 et seq.
(f) Termination Following a Change of Control. If there is a
Change of Control, as defined in Section 6(f)(i) below, during the Term,
the provisions of this Section 6(f) shall apply and shall continue to
apply throughout the remainder of the Term. If (1) the Executive's
employment is terminated by the Employer or the Executive following the
occurrence of any of the events listed in Section 6(f)(ii) below or the
Executive's employment is terminated without cause (in accordance with
Section 6(c) above); and (2) such termination occurs both within twelve
(12) months following a Change of Control and during the Term, then the
Employer shall provide the Executive (or the Executive's estate, if
applicable) with Termination Benefits for two (2) years from the date of
termination of the Executive's employment. To the extent that Termination
Benefits would otherwise be due to the Executive, this Section 6(f) shall
not be construed to require the provision of any additional pay or
benefits to the Executive.
(i) Change of Control shall mean the occurrence of one or
more of the following events:
(A) any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) becomes a "beneficial
owner" (as such term is defined in Rule 13d-3 promulgated
under the Exchange Act) (other than the Employer, any
trustee or other fiduciary holding securities under an
employee benefit plan of the Employer, or any corporation
owned, directly or indirectly, by the stockholders of the
Employer, in substantially the same proportions as their
ownership of stock of the Employer), directly or indirectly,
of securities of the Employer, representing fifty percent
(50%) or more of the combined voting power of the Employer's
then outstanding securities; or
(B) persons who, as of the Effective Date, constituted
the Employer's Board of Directors (the "Incumbent Board")
cease for any reason including, without limitation, as a
result of a tender offer, proxy contest, merger or similar
transaction, to constitute at least a majority of the
Employer's Board of Directors, provided that any person
becoming a director of the Employer subsequent to the
Effective Date whose election was approved by at least a
majority of the directors then comprising the Incumbent
Board shall, for purposes of this Section 6(f), be
considered a member of the Incumbent Board; or
(C) the stockholders of the Employer approve a merger
or consolidation of the Employer with any other corporation
or other entity, other than (1) a merger or consolidation
which would result in the voting securities of the Employer
outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity)
more than fifty percent (50%) of the combined voting power
of the voting securities of the Employer or such surviving
entity outstanding immediately after such merger or
consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Employer (or similar
transaction) in which no "person" (as hereinabove defined)
acquires more than fifty percent (50%) of the combined
voting power of the Employer's then outstanding securities;
or
(D) the stockholders of the Employer approve a plan of
complete liquidation of the Employer or an agreement for the
sale or disposition by of all or substantially all of the
Employer's assets.
(ii) The events referred to in Section 6(f) above shall be
as follows:
(A) a reduction of the Executive's salary other than a
reduction that (1) is based on the Employer's financial
performance or (2) is similar to the reduction made to the
salaries provided to all or most other senior executives of
the Employer; or
(B) a significant change in the Executive's
responsibilities and/or duties which constitutes, when
compared to the Executive's responsibilities and/or duties
before the Change of Control, a demotion.
(iii) The Executive shall provide the Employer with
reasonable notice and an opportunity to cure any of the events
listed in Section 6(f)(ii) and shall not be entitled to
compensation pursuant to this Section 6(f) unless the Employer
fails to cure within a reasonable period; and
(iv) It is the intention of the Executive and of the
Employer that no payments by the Employer to or for the benefit of
the Executive under this Agreement or any other agreement or plan,
if any, pursuant to which the Executive is entitled to receive
payments or benefits shall be nondeductible to the Employer by
reason of the operation of Section 280G of the Code relating to
parachute payments or any like statutory or regulatory provision.
Accordingly, and notwithstanding any other provision of this
Agreement or any such agreement or plan, if by reason of the
operation of said Section 280G or any like statutory or regulatory
provision, any such payments exceed the amount which can be
deducted by the Employer, such payments shall be reduced to the
maximum amount which can be deducted by the Employer. To the
extent that payments exceeding such maximum deductible amount have
been made to or for the benefit of the Executive, such excess
payments shall be refunded to the Employer with interest thereon
at the applicable Federal rate determined under Section 1274(d) of
the Code, compounded annually, or at such other rate as may be
required in order that no such payments shall be nondeductible to
the Employer by reason of the operation of said Section 280G or
any like statutory or regulatory provision. To the extent that
there is more than one method of reducing the payments to bring
them within the limitations of said Section 280G or any like
statutory or regulatory provision, the Executive shall determine
which method shall be followed, provided that if the Executive
fails to make such determination within forty-five (45) days after
the Employer has given notice of the need for such reduction, the
Employer may determine the method of such reduction in its sole
discretion.
7. Confidential Information, Noncompetition and Cooperation.
(a) Confidential Information. As used in this Agreement,
"Confidential Information" means information belonging to the Employer
which is of value to the Employer in the course of conducting its business
and the disclosure of which could result in a competitive or other
disadvantage to the Employer. Confidential Information includes, without
limitation, financial information, reports, and forecasts; inventions,
improvements and other intellectual property; trade secrets; know-how;
designs, processes or formulae; software; market or sales information or
plans; customer lists; and business plans, prospects and opportunities
(such as possible acquisitions or dispositions of businesses or
facilities) which have been discussed or considered by the management of
the Employer. Confidential Information includes information developed by
the Executive in the course of the Executive's employment by the Employer,
as well as other information to which the Executive may have access in
connection with the Executive's employment. Confidential Information also
includes the confidential information of others with which the Employer
has a business relationship. Notwithstanding the foregoing, Confidential
Information does not include information in the public domain, unless due
to breach of the Executive's duties under Section 7(b).
(b) Confidentiality. The Executive understands and agrees that the
Executive's employment creates a relationship of confidence and trust
between the Executive and the Employer with respect to all Confidential
Information. At all times, both during the Executive's employment with the
Employer and after its termination, the Executive will keep in confidence
and trust all such Confidential Information, and will not use or disclose
any such Confidential Information without the written consent of the
Employer, except as may be necessary in the ordinary course of performing
the Executive's duties to the Employer.
(c) Documents, Records, etc. All documents, records, data,
apparatus, equipment and other physical property, whether or not
pertaining to Confidential Information, which are furnished to the
Executive by the Employer or are produced by the Executive in connection
with the Executive's employment will be and remain the sole property of
the Employer. The Executive will return to the Employer all such materials
and property as and when requested by the Employer. In any event, the
Executive will return all such materials and property immediately upon
termination of the Executive's employment for any reason. The Executive
will not retain with the Executive any such material or property or any
copies thereof after such termination.
(d) Noncompetition and Nonsolicitation. During the Term, and for
one (1) year thereafter (or during the Termination Benefits Period, if
longer), the Executive (i) will not, directly or indirectly, whether as
owner, partner, shareholder, consultant, agent, employee, co-venturer or
otherwise, engage, participate, assist or invest in any Competing Business
(as hereinafter defined); (ii) will refrain from directly or indirectly
employing, attempting to employ, recruiting or otherwise soliciting,
inducing or influencing any person to leave employment with the Employer
(other than terminations of employment of subordinate employees undertaken
in the course of the Executive's employment with the Employer); and (iii)
will refrain from soliciting or encouraging any customer or supplier to
terminate or otherwise modify adversely its business relationship with the
Employer; provided, however, that the foregoing restriction shall not
apply in the event the Executive's employment under this Agreement is
terminated pursuant to Section 6(c) hereof. The Executive understands that
the restrictions set forth in this Section 7(d) are intended to protect
the Employer's interest in its Confidential Information and established
employee, customer and supplier relationships and goodwill, and agrees
that such restrictions are reasonable and appropriate for this purpose.
For purposes of this Agreement, the term "Competing Business" shall mean a
business conducted anywhere in the State of New Hampshire which is
competitive with any business which the Employer or any of its affiliates
conducts or proposes to conduct at any time during the employment of the
Executive. Notwithstanding the foregoing, the Executive may own up to one
percent (1%) of the outstanding stock of a publicly held corporation which
constitutes or is affiliated with a Competing Business. Notwithstanding
the foregoing, in the event that the Executive becomes entitled to
Termination Benefits pursuant to Section 6(f) ("Termination Following a
Change of Control"), this Section 7(d) shall not apply to the Executive
with respect to the Executive's activities during any period following the
termination of the Executive's employment.
(e) Third-Party Agreements and Rights. The Executive hereby
confirms that the Executive is not bound by the terms of any agreement
with any previous employer or other party which restricts in any way the
Executive's use or disclosure of information or the Executive's engagement
in any business. The Executive represents to the Employer that the
Executive's execution of this Agreement, the Executive's employment with
the Employer and the performance of the Executive's proposed duties for
the Employer will not violate any obligations the Executive may have to
any such previous employer or other party. In the Executive's work for the
Employer, the Executive will not disclose or make use of any information
in violation of any agreements with or rights of any such previous
employer or other party, and the Executive will not bring to the premises
of the Employer any copies or other tangible embodiments of non-public
information belonging to or obtained from any such previous employment or
other party.
(f) Litigation and Regulatory Cooperation. During and after the
Executive's employment, the Executive shall cooperate fully with the
Employer in the defense or prosecution of any claims or actions now in
existence or which may be brought in the future against or on behalf of
the Employer which relate to events or occurrences that transpired while
the Executive was employed by the Employer. The Executive's full
cooperation in connection with such claims or actions shall include, but
not be limited to, being available to meet with counsel to prepare for
discovery or trial and to act as a witness on behalf of the Employer at
mutually convenient times. During and after the Executive's employment,
the Executive also shall cooperate fully with the Employer in connection
with any investigation or review of any federal, state or local regulatory
authority as any such investigation or review relates to events or
occurrences that transpired while the Executive was employed by the
Employer. The Employer shall reimburse the Executive for any reasonable
out-of-pocket expenses incurred in connection with the Executive's
performance of obligations pursuant to this Section 7(f).
(g) Injunction. The Executive agrees that it would be difficult to
measure any damages caused to the Employer which might result from any
breach by the Executive of the promises set forth in this Section 7, and
that in any event money damages would be an inadequate remedy for any such
breach. Accordingly, subject to Section 8 of this Agreement, the Executive
agrees that if the Executive breaches, or proposes to breach, any portion
of this Agreement, the Employer shall be entitled, in addition to all
other remedies that it may have, to an injunction or other appropriate
equitable relief to restrain any such breach without showing or proving
any actual damage to the Employer.
8. Arbitration of Disputes. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof or otherwise arising out of the
Executive's employment or the termination of that employment (including, without
limitation, any claims of unlawful employment discrimination whether based on
age or otherwise) shall, to the fullest extent permitted by law, be settled by
arbitration in any forum and form agreed upon by the parties or, in the absence
of such an agreement, under the auspices of the American Arbitration Association
("AAA") in Boston, Massachusetts in accordance with the Employment Dispute
Resolution Rules of the AAA, including, but not limited to, the rules and
procedures applicable to the selection of arbitrators. In the event that any
person or entity other than the Executive or the Employer may be a party with
regard to any such controversy or claim, such controversy or claim shall be
submitted to arbitration subject to such other person or entity's agreement.
Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. This Section 8 shall be specifically enforceable.
Notwithstanding the foregoing, this Section 8 shall not preclude either party
from pursuing a court action for the sole purpose of obtaining a temporary
restraining order or a preliminary injunction in circumstances in which such
relief is appropriate; provided that any other relief shall be pursued through
an arbitration proceeding pursuant to this Section 8.
9. Consent to Jurisdiction. To the extent that any court action is
permitted consistent with or to enforce Section 8 of this Agreement, the parties
hereby consent to the jurisdiction of the Superior Court of the State of New
Hampshire and the United States District Court for the District of New
Hampshire. Accordingly, with respect to any such court action, the Executive (a)
submits to the personal jurisdiction of such courts; (b) consents to service of
process; and (c) waives any other requirement (whether imposed by statute, rule
of court, or otherwise) with respect to personal jurisdiction or service of
process.
10. Integration. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements between the parties with respect to any related subject matter.
11. Assignment; Successors and Assigns, etc. Neither the Employer nor the
Executive may make any assignment of this Agreement or any interest herein, by
operation of law or otherwise, without the prior written consent of the other
party; provided that the Employer may assign its rights under this Agreement
without the consent of the Executive in the event that the Employer shall effect
a reorganization, consolidate with or merge into any other corporation,
partnership, organization or other entity, or transfer all or substantially all
of its properties or assets to any other corporation, partnership, organization
or other entity. This Agreement shall inure to the benefit of and be binding
upon the Employer and the Executive, their respective successors, executors,
administrators, heirs and permitted assigns.
12. Enforceability. If any portion or provision of this Agreement
(including, without limitation, any portion or provision of any section of this
Agreement) shall to any extent be declared illegal or unenforceable by a court
of competent jurisdiction, then the remainder of this Agreement, or the
application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby,
and each portion and provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.
13. Waiver. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of any party to
require the performance of any term or obligation of this Agreement, or the
waiver by any party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.
14. Notices. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by a nationally recognized overnight courier service or by
registered or certified mail, postage prepaid, return receipt requested, to the
Executive at the last address the Executive has filed in writing with the
Employer or, in the case of the Employer, at its main offices, attention of the
Board of Directors or the CEO, and shall be effective on the date of delivery in
person or by courier or three (3) days after the date mailed.
15. Amendment. This Agreement may be amended or modified only by a written
instrument signed by the Executive and by a duly authorized representative of
the Employer.
16. Governing Law. This is a New Hampshire contract and shall be construed
under and be governed in all respects by the laws of the State of New Hampshire,
without giving effect to the conflict of laws principles of such State.
17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be taken to be
an original; but such counterparts shall together constitute one and the same
document.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Employer, by its duly authorized officer, and by the
Executive, as of the Effective Date.
NORTHWAY FINANCIAL, INC.
Attest:
By: /S/ William J. Woodward
-------------------------
By: /S/JN Rozek Name: William J. Woodward
----------------
Name: J. N. Rozek Title: Chairman, President & CEO
Title: Asst. to the Chairman
EMPLOYEE
/S/ George L. Fredette
-------------------------
George L. Fredette