EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") made as of the 1st day of June, 1999,
between BOARDWALK BANK, a New Jersey commercial banking corporation with its
principal executive office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
("Boardwalk"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual residing at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Executive").
W I T N E S S E T H:
WHEREAS, Boardwalk desires to employ the Executive and the Executive is
willing to accept employment on the terms and conditions as hereinafter set
forth.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Employment. Boardwalk hereby employs the Executive, and the
Executive hereby accepts employment with Boardwalk, on the terms and
conditions set forth in this Agreement.
2. Duties of Executive. The Executive will perform and discharge well
and faithfully such duties as an executive officer of Boardwalk as may be
assigned to him from time to time by the Board of Directors of Boardwalk
and as the same are set forth from time to time in Boardwalk's By-Laws.
The Executive will be employed as Chairman, Chief Executive Officer and
President of Boardwalk. The Executive will devote his full time,
attention and energies to the business of Boardwalk and will not, during
the Employment Period (as defined in Section 3), be employed or involved
in any other business activity, whether or not such activity is pursued
for gain, profit or other pecuniary advantage; provided, however, that
this section will not be construed as preventing the Executive from (a)
passively investing his personal assets, (b) acting as a member of the
Board of Directors or Trustees of any corporation not in competition with
Boardwalk or any company affiliated with Boardwalk, or (c) being involved
in any community, civic or similar activity.
1
3. Term of Employment. The Executive's employment under this Agreement
will be for a period (the "Employment Period") commencing upon the date
of this Agreement and ending at the end of the term of this Agreement
pursuant to Section 18, unless the Executive's employment is sooner
terminated in accordance with Section 5 or one of the following
provisions:
(a) Termination for Cause. The Executive's employment under this
Agreement may be terminated at any time during the Employment Period
for "Cause" (as herein defined), by action of the Board of Directors
of Boardwalk, upon giving notice of such termination to the Executive
at least 15 days prior to the date upon which such termination is to
take effect. As used in this Agreement, "Cause" means any of the
following events:
(i) the Executive is convicted of or enters a plea of
guilty or nolo contendere to a felony, a crime of falsehood, or
a crime involving fraud or moral turpitude, or the actual
incarceration of the Executive for a period of 45 consecutive
days;
(ii) the Executive willfully and repeatedly fails to follow
the lawful instructions of the Board of Directors of Boardwalk
after the Executive's receipt of written notice of such
instructions, other than a failure resulting from the
Executive's incapacity because of physical or mental illness;
(iii) a government regulatory agency issues a order in
writing that the Boardwalk terminate the employment of the
Executive; or
(iv) the Executive violates the noncompetition provisions of
Section 7 or the confidentiality provisions of Section 8.
Notwithstanding the foregoing, the order of a government regulatory
agency referred to in Section 3 (a) (iii) will not constitute "Cause"
giving Boardwalk the right to terminate this Agreement unless and
until the Executive or Boardwalk, as the case my be, has exhausted any
right of appeal available to him or it.
2
In addition, the Executive's employment under this Agreement will not
be deemed to have been terminated for "Cause" under Sections 3 (a) (i)
or (ii) if such termination took place solely as a result of:
(i) questionable judgment on the part of the Executive;
(ii) any act or omission believed by the Executive, in good
faith, to have been in, or not opposed to, the best interests of
Boardwalk; or
(iii) any act or omission in respect of which a determination
could properly be made that the Executive met the applicable
standard of conduct prescribed for indemnification or
reimbursement or payment of expenses under the Charter or
By-Laws of Boardwalk or the directors' and officers' liability
insurance of Boardwalk, in each case as in effect at the time of
such act or omission.
If the Executive's employment is terminated under the provisions of
this subsection, then all rights of the Executive under Section 4 will
cease as of the effective date of such termination.
(b) Termination Without Cause. The Executive's employment under
this Agreement may be terminated at any time during the Employment
Period without "Cause" (as defined in Section 3 (a)), by action of the
Board of Directors of Boardwalk, upon giving notice of such
termination to the Executive at least 30 days prior to the date upon
which such termination is to take effect. If the Executive's
employment is terminated under the provisions of this subsection, then
the Executive will be entitled to receive the compensation set forth
in Section 6.
3
(c) Voluntary Termination, Retirement or Death. If the Executive
voluntarily terminates employment without Good Reason (as defined in
Section 5), retires or dies, the Executive's employment under this
Agreement will be deemed terminated as of the date of the Executive's
voluntary termination, retirement or death, and all rights of the
Executive under Section 4 will cease as of the date of such
termination. Thereafter, any benefits payable to the Executive will be
determined in accordance with the retirement and insurance programs of
Boardwalk then in effect and in which he is a participant.
(d) Disability. If the Executive is incapacitated by accident,
sickness, or otherwise so as to render the Executive mentally or
physically incapable of performing the essential duties required of
the Executive under Section 2, notwithstanding reasonable
accommodation, for a continuous period of six months, then, upon the
expiration of such period or at any time thereafter (if such condition
continues), by action of the Board of Directors of Boardwalk, the
Executive's employment under this agreement may be terminated
immediately upon giving the Executive notice to that effect. If the
Executive's employment is terminated under the provisions of this
subsection, then all rights of the Executive under Section 4 will
cease as of the last business day of the week in which such
termination occurs, and the Executive will thereafter be entitled to
the benefits to which he is entitled under any disability plan of
Boardwalk in which he is then a participant.
4. Employment Period Compensation and Related Matters.
(a) Salary. For services performed by the Executive under this
Agreement, Boardwalk will pay the Executive a salary, during the
Employment Period, at the annualized rate of $100,000, payable at the
same times as salaries are payable to other executive employees of
Boardwalk. Boardwalk may, from time to time, increase (but not
decrease) the Executive's salary, and any and all such increases will
be deemed to constitute amendments to this subsection to reflect the
increased amounts, effective as of the dates established for such
increases by the Board of Directors of Boardwalk in the resolutions
authorizing such increases.
4
(b) Bonus. For services performed by the Executive under this
Agreement, in the event Boardwalk establishes an annual incentive plan
for its executive officers, the Executive will be entitled to receive
a bonus under such plan. The payment of any sum derived from the plan
will be subject to the discretion of the Board. The payment of any
such bonuses will not reduce or otherwise affect any other obligation
of Boardwalk to the Executive provided for in this Agreement.
(c) Pension and Welfare Benefits. Boardwalk will provide the
Executive, during the Employment Period, with pension and welfare
benefits (within the meaning of Section 3 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) in the aggregate
not less favorable than those received by other employees of
Boardwalk; provided, however, that nothing in this subsection shall be
construed as requiring Boardwalk to implement any particular benefit
plan.
(d) Fringe Benefits.
(i) In General. Except as otherwise provided in this
subscription, Boardwalk will provide the Executive, during the
Employment Period, with such fringe benefits as may be provided
generally from time to time for its executive officers.
(ii) Vacation. The Executive will be entitled to not less
than four weeks of vacation per calendar year. The right to
carry over unused vacation days will be subject to the executive
personnel policies of Boardwalk from time to time in effect.
(iii) Automobile. Boardwalk will provide the Executive with
the use of a purchased or leased automobile. The make and model
of such automobile will be reasonably consistent with the
Executive's position with Boardwalk. Expenses of the use of such
automobile will be borne as provided from time to time in
policies approved by Boardwalk's Board of Directors.
5
(iv) Stock Options, Etc. The Executive will be entitled to
such stock option grants, stock grants, stock appreciation right
awards and similar benefits as may be granted or awarded from
time to time by the Board of Directors of Boardwalk and/or the
Compensation Committee of such Board and as are consistent with
the Executive's responsibilities and performance; provided,
however, that nothing in this paragraph shall be construed as
requiring Boardwalk to adopt any plan providing such benefits.
(e) Expense Reimbursement. The Executive will be entitled to
reimbursement of all expenses incurred by him in the discharge of his
duties hereunder, or otherwise in furtherance of the business of
Boardwalk, provided he renders an accounting of such expenses in such
manner as may be required from time to time for employees generally.
(f) Salary Deferral. The Executive may request that the payment of
any portion of his base salary and/or bonus for any calendar year be
deferred. Such request must be made in writing to Boardwalk before the
beginning of such calendar year and must include the period of
deferral requested by the Executive (the "Deferral Period"). If the
Board of Directors of Boardwalk approves such request, the Executive
will be entitled to receive, at the end of the Deferral Period, the
deferred portion of his base salary and/or bonus plus interest at a
compounded rate of 6% per annum. Any salary and/or bonus which is
deferred as described herein will be credited to an account on the
books of Boardwalk established in the name of the Executive. However,
this account will not be funded, and Boardwalk will not be deemed to
be a trustee for the Executive with respect to any deferred amount.
The liability of Boardwalk to the Executive hereunder will be that of
a debtor pursuant to such contractual obligations as are created by
this Agreement. No liability of Boardwalk which arises under this
subsection will be deemed to be secured by any pledge or other
encumbrance on any property of Boardwalk. Boardwalk will not be
required to segregate any funds representing such deferred amounts,
and nothing herein will be construed as providing for such
segregation.
6
5. Resignation of the Executive for Good Reason.
(a) Events Giving Right to Terminate for Good Reason. The
Executive may resign for Good Reason (as herein defined) at any time
during the Employment Period, as hereinafter set forth. As used in
this Agreement, the term "Good Reason" means any of the following:
(i) any reduction in title or a material adverse change in
the Executive's responsibilities or authority which are
inconsistent with, the Executive's status as Chief Executive
Officer and President of Boardwalk;
(ii) any reassignment of the Executive to a principal office
which is more than 50 miles from Linwood, New Jersey;
(iii) any removal of the Executive from office except for any
termination of the Executive's employment under the provisions
of Section 3 (a) or (d);
(iv) any reduction in the Executive's annual base salary as
in effect on the date hereof or as the same may be increased
from time to time;
(v) any failure by Boardwalk to provide the Executive with
the pension, welfare and other benefits required hereunder;
(vi) any failure of Executive to be re-elected as a director
of Boardwalk or any failure of Executive to be re-appointed as
the Chairman of Boardwalk's Board of Directors; and
(vii) any other material breach of this Agreement by
Boardwalk, coupled with the failure to cure the same within 30
days after receipt of a written notice of such breach from the
Executive.
7
(b) Notice of Termination. At the option of the Executive,
exercisable by the Executive within 90 days after the occurrence of
the event constituting Good Reason, the Executive may resign from
employment under this Agreement by a notice in writing (the "Notice of
Termination") delivered to Boardwalk, and the provisions of Section 6
will thereupon apply.
(c) Special Right of Termination. Notwithstanding anything herein
to the contrary, but subject to the provisions of Section 3 (a),
within the six-month period following the occurrence of Change in
Control (as defined below), the Executive may terminate his employment
for any or no reason by delivering a written notice, similar to a
Notice of Termination, to Boardwalk; and such termination will be
deemed for all purposes to constitute a resignation for Good Reason.
In such event, he will be entitled to the payments and benefits
described in Section 6.
(d) Change in Control Defined. For purposes of this Agreement, the
term "Change in Control" means any of the following:
(i) any "person" (as such term is used in Sections 13 (d)
and 14 (d) (2) of the Securities and Exchange Act of 1934 (the
"Exchange Act")), other than Boardwalk, a subsidiary of
Boardwalk, an employee benefit plan of Boardwalk or a subsidiary
of Boardwalk (including a related trust), becomes the beneficial
owner (as determined pursuant to Rule 13d-3 under the Exchange
Act), directly or indirectly of securities of Boardwalk
representing more than 20% of the combined voting power of
Boardwalk's then outstanding securities;
(ii) the occurrence of, or execution of an agreement
providing for, a sale of all or substantially all of the assets
of Boardwalk to an entity which is not a direct or indirect
subsidiary of Boardwalk;
8
(iii) the occurrence of, or execution of an agreement
providing for, a reorganization, merger, consolidation or
similar transaction involving Boardwalk, unless (A) the
shareholders of Boardwalk immediately prior to the consummation
of any such transaction will initially own securities
representing a majority of the voting power of the surviving or
resulting corporation, and (B) the directors of Boardwalk
immediately prior to the consummation of such transaction will
initially represent a majority of the directors of the surviving
or resulting corporation; and
(iv) any other event which is at any time irrevocably
designated as a "Change in Control" for purposes of this
Agreement by resolution adopted by a majority of the then non
employee directors of Boardwalk.
6. Rights in Event of Certain Termination of Employment. In the event
that the Executive resigns from employment for Good Reason, by delivery
of a Notice of Termination or other permitted notice to Boardwalk, or the
Executive's employment is terminated by Boardwalk without Cause,
Executive will be entitled to receive the amounts and benefits set forth
in this section.
(a) Basic Payments. The Executive will be paid an amount equal to
three times the sum of (i) the highest annualized base salary paid to
him during the year of termination or the immediately preceding two
calendar years, and (ii) the highest bonus paid to him with respect to
one of the three calendar years immediately preceding the year of
termination. Such amount will be paid to the Executive in one lump sum
within 30 days following the date of termination of employment.
(b) Supplemental Payment in Lieu of Certain Benefits. In lieu of
continued pension, welfare and other benefits, a lump sum cash payment
equal to 90% of the Executive's base salary immediately prior to the
date of termination will be paid to the Executive within 30 days
following such date.
9
(c) Excise Tax Matters in General. In the event that the amounts
and benefits payable under this section, when added to other amounts
and benefits which may become payable to the Executive by Boardwalk,
are such that he becomes subject to the excise tax provisions of Code
Section 4999, Boardwalk will pay him such additional amount or amounts
as will result in his retention (after the payment of all federal,
state and local excise, employment, and income taxes on such payments
and the value of such benefits) of a net amount equal to the net
amount he would have retained had the initially calculated payments
and benefits been subject only to income and employment taxation. For
purposes of the preceding sentence, the Executive will be deemed to be
subject to the highest marginal federal, state and local tax rates.
All calculations required to be made under this subsection will be
made by Boardwalk's independent certified public accountants, subject
to the right of Executive's representative to review the same. All
such amounts required to be paid will be paid at the time any
withholding may be required under applicable law, and any additional
amounts to which the Executive may be entitled will be paid or
reimbursed no later than 15 days following confirmation of such amount
by Boardwalk's accountants. In the event any amounts paid hereunder
are subsequently determined to be in error because estimates were
required or otherwise, the parties agree to reimburse each other to
correct such error, as appropriate, and to pay interest thereon at the
applicable federal rate (as determined under Code Section 1274 for the
period of time such erroneous amount remained outstanding and
unreimbursed). The parties recognize that the actual implementation of
the provisions of this subsection are complex and agree to deal with
each other in good faith to resolve any questions or disagreements
arising hereunder.
7. Covenant Not to Compete. The Executive hereby acknowledges and
recognizes the highly competitive nature of the business of Boardwalk and
accordingly agrees that, during the Employment Period, he will not:
10
(a) except with respect to his serving as a director of
Marquette National Bank, be engaged, directly or indirectly, either
for his own account or as agent, consultant, employee, partner,
officer, director, proprietor, investor (except as a investor owning
less than 5% of the stock of a publicly owned company) or otherwise
of, any person, firm, corporation, or enterprise engaged, in (A) the
banking, thrift or credit union industry, or (B) any other activity
in which Boardwalk or any of its subsidiaries is engaged during the
Employment Period; and
(b) Provide financial or other assistance to any person, firm,
corporation, or enterprise engaged in (A) the banking or financial
services industry, or (B) any other activity in which Boardwalk or
any of its subsidiaries is engaged during the Employment Period.
8. Confidentiality.
(a) As used in this section, the term "Confidential Information"
means any and all information regarding the organization, business or
finances of Boardwalk or any of its subsidiaries and affiliates,
including, but not limited to, and all business plans and strategies,
financial information, proposals, reports, marketing plans and
information, cost information, customer information, claims history
and experience data, sales volume and other sales statistics,
personnel data, pricing information, concepts and ideas, information
respecting existing and proposed investments and acquisitions, and
information regarding customers and suppliers, but the term
"Confidential Information" will not include information created by
the Executive or which prior to the Executive's receipt thereof
(i) was generally publicly available, or (ii) was in the
Executive's possession free of any restrictions on its use or
disclosure and from a source other than Boardwalk or any of its
subsidiaries or affiliates.
11
(b) The Executive acknowledges and agrees that his employment by
Boardwalk will afford him an opportunity to acquire Confidential
Information and that the misappropriation or disclosure of any
Confidential Information would cause irreparable harm to Boardwalk
and its subsidiaries and affiliates.
(c) During the Employment Period and for a period of one year
thereafter, the Executive will not use for the benefit of anyone
other than Boardwalk and its subsidiaries and affiliates or disclose
any of the Confidential Information for any reason or purpose
whatsoever except to authorized representatives of such business
entities or as directed or authorized by Boardwalk.
(d) With respect to those items of Confidential Information
which constitute trade secrets under applicable law, the Executive's
obligations of confidentiality and nondisclosure as set forth in this
section will continue and survive after the one-year period as
provided in Subsection (c) to the greatest extent permitted by
applicable law.
(e) The Executive will not remove any records, documents or any
other tangible items (excluding the Executive's personal property)
from the premises of Boardwalk or its subsidiaries or affiliates, in
either original or duplicate form, except as needed in the ordinary
course of performing services hereunder.
(f) Upon termination of this Agreement, the Executive will
immediately surrender to the owner thereof all documents (other than
documents created by him) in his possession, custody or control
embodying the Confidential Information or any part thereof and will
not thereafter remove the same from the premises on which it is
located.
9. Remedies. Executive acknowledges and agrees that the remedy at law
of Boardwalk for a breach or threatened breach of any of the
provisions of Section 7 or 8 would be inadequate and, in recognition
of this fact, in the event of a breach or threatened breach by the
Executive of any of the provisions of Section 7 or 8, it is agreed
that, in addition to the remedy at law, Boardwalk will be entitled
to, without posting any bond, and the Executive agrees not to oppose
any request of Boardwalk for, equitable relief in the form of
specific performance, a temporary restraining order, a temporary or
permanent injunction, or any other equitable remedy which may then
be available. Nothing herein contained will be construed as
prohibiting Boardwalk from pursuing any other remedies available to
it for such breach or threatened breach.
12
10. Arbitration. Boardwalk and the Executive recognize that in the
event a dispute should arise between them concerning the
interpretation or implementation of this Agreement, lengthy and
expensive litigation will not afford a practical resolution of the
issues within a reasonable period of time. Consequently, each party
agrees that all disputes, disagreements and questions of
interpretation concerning this Agreement are to be submitted for
resolution to the American Arbitration Association ("Association")
in accordance with the Individual Employment Dispute Resolution
rules of the Association. Boardwalk or the Executive may initiate
an arbitration proceeding at any time by giving notice to the other
in accordance with the rules of the Association. The Association
will designate a single arbitrator to conduct the proceeding, but
Boardwalk and the Executive may, as a matter of right, require the
substitution of a different arbitrator chosen by the Association.
Each such right of substitution may be exercised only once. The
arbitrator will not be bound by the rules of evidence and procedure
of the courts of the State of New Jersey but will be bound by the
substantive law applicable to this Agreement. The decision of the
arbitrator, absent fraud, duress, incompetence or gross and obvious
error of fact, will be final and binding upon the parties and will
be enforceable in courts of proper jurisdiction.
11. Legal Expenses. Boardwalk will pay to the Executive all reasonable
legal fees and expenses when incurred by the Executive in seeking
to obtain or enforce any right or benefit provided by this
Agreement, provided he incurs such fees and expenses in good faith.
13
12. Indemnification. Boardwalk will indemnify the Executive, to the
fullest extent permitted under applicable law, with respect to any
threatened, pending or completed legal or regulatory action, suit
or proceeding brought against him by a third party by reason of the
fact that he is or was a director, officer, employee or agent of
Boardwalk, or is or was serving at the request of Boardwalk as a
director, officer, employee or agent of another person or entity.
To the fullest extent permitted by applicable law, Boardwalk will,
in advance of final disposition, pay any and all expenses incurred
by the Executive in connection with any threatened, pending or
completed legal or regulatory action, suit or proceeding with
respect to which he may be entitled to indemnification hereunder.
Boardwalk will use its best efforts to obtain insurance coverage
for the Executive under a policy covering directors and officers
thereof against litigation, arbitrations and other legal and
regulatory proceedings; provided, however, that nothing herein is
to be construed as requiring such action if the Board of Directors
of Boardwalk determines that such insurance coverage cannot be
obtained at commercially reasonable rates.
13. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been
given if delivered by hand or mailed, certified or registered mail,
return receipt requested, with postage prepaid, to the address of
the party first set forth above, or to such other address as either
party may specify by like notice.
14. Waiver. No provision of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed
to in writing and signed by the Executive and a duly authorized
executive officer of Boardwalk. No waiver by any party hereto at
any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed
by such other party will be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time.
14
15. Assignment. This Agreement is not assignable by any party hereto,
except by Boardwalk to any successor in interest to its business.
16. Entire Agreement. This Agreement contains the entire agreement of
the parties relating to the subject matter of this Agreement and
supersedes any prior understanding or agreement of the parties.
17. Successors; Binding Agreement.
(a) Boardwalk will require any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of Boardwalk to
expressly assume and agree to perform this Agreement in the same
manner and to the same extent that Boardwalk would be required to
perform it if no such succession had taken place. Failure by
Boardwalk to obtain such assumption and agreement prior to the
effectiveness of any such succession will constitute a material
breach of this Agreement. As used in this Agreement, "Boardwalk"
means Boardwalk, as hereinbefore defined, and any successor to the
business and/or assets of Boardwalk, as aforesaid, which assumes and
agrees to perform this Agreement by operation of law, or otherwise.
(b) This Agreement will inure to the benefit of and be
enforceable by the Executive's personal or legal representatives,
executors, administrators, heirs, distributees, devisees, and
legatees. If the Executive should die while any amount is payable to
the Executive under this Agreement if the Executive had continued to
live, all such amounts, unless otherwise provided herein, will be
paid in accordance with the terms of this Agreement to the
Executive's devisee, legatee, or other designee, or, if there is no
such person, to the Executive's estate.
15
18. Termination.
(a) Unless the Executive's employment is terminated pursuant to
the provisions of Section 3 or Section 5, the term of this Agreement
will be for a period commencing on the date of this Agreement and
ending on December 31, 2001; provided, however, that this Agreement
will be automatically renewed on January 1, 2000 for the three-year
period commencing on such date and ending on December 31, 2002,
unless either party gives written notice of nonrenewal to the other
party on or before November 1, 1999 (in which case this Agreement
will continue in effect through December 31, 2001); and provided
further, that if this Agreement is renewed on January 1, 2000, it
will be automatically renewed on January 1 of each subsequent year
(the "Annual Renewal Date") for a period ending three years from each
Annual Renewal Date unless either party gives written notice of
nonrenewal to the other party at least 60 days prior to an Annual
Renewal Date (in which case this Agreement will continue in effect
for a term ending two years from the Annual Renewal Date immediately
following such notice).
(b) Any termination of the Executive's employment under this
Agreement or of this Agreement will not be construed to affect the
provisions of Sections 6 and 11, which will, if relevant, survive any
such termination and remain in full force and effect in accordance
with their respective terms.
(c) Nothing herein will be construed as limiting, restricting or
eliminating any rights the Executive may otherwise have under any
plan, contract or arrangement to which he is a party or in which he
is a vested participant; provided, however, that any termination
payments required hereunder will be in lieu of any severance benefits
to which he may be entitled under a severance plan or arrangement of
Boardwalk; and provided further, that if the benefits under any such
plan or arrangement may not legally be eliminated, then the payments
hereunder will be correspondingly reduced in such equitable manner as
the Board of Directors of Boardwalk may determine.
16
19. No Mitigation or Offset. The Executive will not be required to
mitigate the amount of any payment provided for in this Agreement
by seeking employment or otherwise; nor will any amounts or
benefits payable or provided hereunder be reduced in the event he
does secure employment, except as otherwise provided herein.
20. Validity. The invalidity or unenforceability of any provisions of
this Agreement will not affect the validity or enforceability of
any other provision of this Agreement, which will remain in full
force and effect.
21. Applicable Law. Except to the extent preempted by federal law, this
Agreement will be governed by and construed in accordance with the
domestic internal law of the State of New Jersey.
22. Number. Words used herein in the singular will be construed as
being used in the plural, as the context requires, and vice versa.
23. Headings. The headings of the sections and subsections of this
Agreement are for convenience only and will not control or affect
the meaning or construction or limit the scope or intent of any of
the provisions of this Agreement.
24. Withholding For Taxes. All amounts and benefits paid or provided
hereunder will be subject to withholding for taxes as required by
law.
25. Individual Agreement. This Agreement is an agreement solely between
and among the parties hereto. It is intended to constitute a
nonqualified unfunded arrangement for the benefit of a key
management employee and will be construed and interpreted in a
manner consistent with such intention.
17
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
BOARDWALK BANK
By______________________________
(SEAL)
Attest:_________________________
Corporate Secretary
("Boardwalk")
Witness:
____________________________ __________________________(SEAL)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
("Executive")
18