EXHIBIT 10.4
EXECUTIVE EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement") is between Bank Rhode
Island, a financial institution organized under the laws of the State of
Rhode Island with its executive offices located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Bank"), Bancorp Rhode Island, Inc., a
corporation organized under the laws of the State of Rhode Island and sole
shareholder of the Bank (the "Company") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Executive").
IT IS MUTUALLY AGREED by the parties as follows:
1. Employment; Duties
1.1 Responsibilities and Authority. The Bank hereby employs
Executive to serve as Senior Vice President of Retail Banking of the
Bank, and Executive hereby accepts such employment. Executive shall
have the duties, responsibilities, authorities and powers normally
incident to such office. At all times, however, Executive's
activities and authority will be subject to supervision, control and
direction by the Board of Directors of the Bank (the "Board"), by the
Executive Committee of the Board, and by the President and Chief
Executive Officer of the Bank (the "Chief Executive Officer") and
Executive agrees to carry out such duties and responsibilities as any
of them may from time to time reasonably assign to him. Executive
shall report from time to time or routinely, upon request, to the
Chief Executive Officer or her designee as to the current status of
any of Executive's assigned duties and responsibilities.
1.2 Compensation. The Bank shall pay Executive a base salary
at the rate of (i) One Hundred Four Thousand Dollars ($104,000) per
year, commencing on the date hereof through December 31, 2000, and
(ii) One Hundred Eighteen Thousand Four Hundred Dollars ($118,400)
commencing January 1, 2001 and thereafter, payable on a bi-weekly
basis, or at such higher rate as shall be determined from time to
time by the Board. In addition, Executive shall be entitled to
receive payments under any incentive compensation or bonus program
(as in effect from time to time), which the Bank may establish for its
employees and/or senior executives, in such amounts as are provided by
such programs.
1.3 Employee Benefits. As a full-time employee of the Bank,
Executive shall be eligible to participate in any and all employee
benefit plans generally available to full-time employees of the Bank,
including non-contributory plans and, at Executive's option,
contributory plans.
1.4 Grant of Stock Options. Executive shall receive options
to purchase shares of the common stock of the Company in such number,
at an exercise price and on such other terms as may be approved by
the Compensation Committee of the Company's Board of Directors, in
its sole discretion. Any such options will become exercisable on a
schedule no less favorable than the following: 20% on the grant date
and an additional 20% on each of the first through fourth
anniversaries of the grant date, with such vesting to accelerate on a
Change in Control (as defined in Section 3.2).
1.5 Vacation. Executive shall be entitled to four weeks of
vacation during each year of employment, such vacation to be taken in
accordance with the Bank's customary vacation policies and at such
times and intervals as are mutually agreed upon by him and the Bank.
Executive shall be entitled to holiday time and sick leave in
accordance with the then existing policies of the Bank, as in effect
from time to time.
1.6 Reimbursement of Expenses. Executive shall be reimbursed
by the Bank for reasonable business expenses incurred by him incident
to his employment upon presentation of appropriate vouchers,
receipts, and other supporting documents required by the Bank.
1.7 Duty to Perform Services. So long as Executive is
employed by the Bank, Executive agrees to devote his full business
and productive time, skill, and energy diligently, loyally,
effectively, and to the best of his ability to the rendering of
service to the Bank, and will exert his best efforts in the rendering
of such services. This provision will not prohibit Executive from:
(a) making passive investments or serving as a
fiduciary with respect to direct family investments;
(b) serving on the board of directors of any company,
provided that Executive shall not render any material services
with respect to the operations or affairs of any such company
and provided further that serving on such board of directors
does not otherwise violate the terms of this Agreement,
including, but not limited to, the provisions of Section 4.2
herein; or
(c) engaging in religious, charitable or other
community or non-profit activities which do not impair
Executive's ability to fulfill his duties and responsibilities
to the Bank.
Executive agrees that in the rendering of all services to the Bank
and in all aspects of his employment, in connection with his duties as
Senior Vice President of Retail Banking, he will comply with all
directives, policies, standards, and regulations from time to time
established by the Bank or by applicable law.
1.8 Death or Disability.
(a) Death. In the event of Executive's death during
the term of his employment under this Agreement, the Bank shall
immediately pay to Executive's designated beneficiary any
salary accrued but unpaid as of the date of death. Upon
payment of the aforementioned sums, the Bank's obligations to
make further salary payments shall terminate. This provision
shall not be construed to negate any rights Executive may have
to death benefits under any employee benefit or welfare plan of
the Bank in which he may from time to time be a participant or
under any other written agreement with the Bank which
specifically provides for such benefits.
(b) Disability. In the event of Executive's
"disability" (as defined below) during the term of his
employment under this Agreement, the Bank shall continue to pay
Executive his base salary (reduced by any benefits Executive is
entitled to receive under any state or federal disability
insurance program, such as Rhode Island temporary disability
insurance or federal social security) for a period of six
months from the date of "disability". For purposes of this
Agreement, "disability" shall mean a good faith determination
by the Board that Executive is unable for any reason, either
physical or mental, to perform the duties required of him
hereunder.
1.9 Term of Employment. The term of Executive's employment
by the Bank under this Agreement shall commence on the date hereof
and shall continue, unless sooner terminated pursuant to the
provisions of this Agreement, for a period of two years (the "Term"),
which Term shall automatically renew on each successive one year
anniversary hereafter commencing with the first anniversary hereof
unless either the Bank or the Executive shall have given written
notice to the other of such party's election not to extend the Term
within ninety (90) calendar days prior to any anniversary date.
1.10 Termination. This Agreement and the rights of the
parties hereunder will terminate (subject to the provisions of
Section 1.11 below) upon the occurrence of one of the following:
(a) Upon the Executive's death or disability as
provided in Section 1.8 above;
(b) For Cause as provided in Section 3.5, immediately
upon the giving of notice by the Bank or at such later time as such
notice may specify or as may be required by Section 3.5;
(c) At the election of the Executive for Good Reason
(as hereinafter defined) as provided in Section 2.2; or
(d) Upon the expiration of the Term, following notice
of either the Company or the Bank not to extend the Term as
provided in Section 1.9.
1.11 Termination and Survival. The provisions of Section 1.8,
Sections 2 and 3 and Sections 4.1, 4.2, 4.4, 4.6, 4.8, 4.9 and 4.10
hereof shall remain in full force and effect and shall continue to be
enforceable in accordance with their terms beyond termination of
employment and beyond expiration of this Agreement, except as
otherwise agreed in writing by Executive and the Company and the
Bank.
2. Severance.
2.1 Severance Benefit. In the event of a termination of
Executive's employment by the Bank without Cause (as such term is
defined in Section 3.5) at any time, or in the event of termination
of Executive's employment by him for Good Reason (as defined in
Section 2.2), the Bank will (a) continue to pay Executive his base
salary (the "Severance Benefit") then in effect for an eighteen (18)
month period commencing on the date of termination (the "Severance
Period"), and (b) provide Executive with the medical and life
insurance coverage generally available to full-time employees during
the Severance Period or as required by law, whichever is longer. The
Bank shall also provide Executive with outplacement assistance at no
charge. Notwithstanding anything herein to the contrary, the Bank
shall have no obligation to pay the Severance Benefit to Executive in
the event his employment is terminated with Cause by the Bank or
voluntarily by him without Good Reason. Any Severance Benefit paid
under this Section 2.1 shall be credited against any amounts due
Executive under Section 3 as a result of a Change in Control. In the
event that if during the first twelve (12) months of the Severance
Period Executive accepts a supervisory position for a retail branch
network in the greater Providence area, effective as of the effective
date of such employment, the Executive shall not be entitled to any
further Severance Benefit.
2.2 "Good Reason" Defined. For purposes of this Agreement
"Good Reason" shall mean the Bank giving written notice of its
election not to renew this Agreement on any anniversary date as
permitted under Section 1.9 and its failure to offer and enter into a
new employment agreement with Executive on terms which are
substantially similar to those of his employment existing immediately
prior to such notice of non-renewal (other than a reduction of fringe
benefits required by law or applicable to all employees generally)
provided, however, that Good Reason shall not be deemed to have
occurred unless prior to Executive's termination of employment for
Good Reason, he shall give not less than 30 days written notice to
the Bank of his intent to terminate for Good Reason stating the basis
of the Good Reason sufficient to permit the Bank to alleviate the
basis of such Good Reason prior to termination, and the Bank has not
done so within such 30 day period, and further provided, that
Executive's continuing to work following notice of non-renewal by the
Bank and in the absence of entering into a new employment agreement
shall be without prejudice to his right to claim termination for Good
Reason, absent written agreement between Executive and the Bank to
the contrary.
3. Change in Control.
3.1 Purpose. In order to allow Executive to consider the
prospect of a Change in Control (as defined in Section 3.2) in an
objective manner and in consideration of the services rendered and to
be rendered by him to the Bank, the Bank is willing to provide,
subject to the terms of this Agreement, certain severance benefits to
protect Executive from the consequences of a Terminating Event (as
defined in Section 3.4) occurring subsequent to a Change in Control.
3.2 Change in Control. A "Change in Control" will be deemed
to have occurred if: (i) a Takeover Transaction is effectuated; or
(ii) the Company commences substantive negotiations with a third
party with respect to a Takeover Transaction if within twelve (12)
months of the commencement of such negotiations, enters into a
definitive agreement with respect to a Takeover Transaction with any
party with which negotiations were originally commenced; or (iii) any
election of directors of the Company occurs (whether by the directors
then in office or by the shareholders at a meeting or by written
consent) where a majority of the directors in office following such
election are individuals who were not nominated by a vote of two-
thirds of the members of the board of directors immediately preceding
such election; or (iv) either of the Company or the Bank effectuates
a complete liquidation.
3.3 Takeover Transaction. A "Takeover Transaction" shall
mean:
(a) The acquisition of voting securities of the Company
by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), other than by the
Company or its subsidiaries or any employee benefit plan (or
related trust) of the Company or its subsidiaries, which
theretofore did not beneficially own (within the meaning of
Rule 13d-3 promulgated under the Exchange Act), securities
representing 30% or more of the voting power of all outstanding
shares of voting securities of the Company, if such acquisition
results in such individual, entity or group owning securities
representing more than 30% of the voting power of all
outstanding voting securities of the Company; provided, that
any acquisition by a corporation with respect to which,
following such acquisition, more than 50% of the then
outstanding shares of voting securities of such corporation, is
then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners of the voting securities of the Company
outstanding immediately prior to such acquisition in
substantially the same proportion as their ownership,
immediately prior to such acquisition, of the outstanding
voting securities of the Company, shall not constitute a Change
in Control; or
(b) The issuance of additional shares of common stock
of the Company or the Bank, as applicable, in a single
transaction or a series of related transactions if the
individuals and entities who were the beneficial owners of the
outstanding voting securities of the Company or the Bank, as
applicable, immediately prior to such issuance do not,
following such issuance, beneficially own, directly or
indirectly, securities representing more than 50% of the voting
power of all then outstanding voting securities of the Company
or the Bank, as applicable; or
(c) Consummation by the Company or the Bank of (i) a
reorganization, merger or consolidation, in each case, with
respect to which all or substantially all of the individuals
and entities who were the beneficial owners of the voting
securities of the Company immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own,
directly or indirectly, securities representing more than 50%
of the voting power of the outstanding voting securities of the
corporation resulting from such a reorganization, merger or
consolidation, or (ii) the sale, exchange or other disposition
(in one transaction or a series of related transactions) of all
or substantially all of the assets of the Company (on a
consolidated basis) or the Bank to a party which is not
controlled by or under common control with such entity, or
(iii) the sale by the Company on one transaction or in a series
of related transactions of voting securities of the Bank such
that following such transaction or transactions the Company no
longer beneficially owns, directly or indirectly, securities
representing more than 50% of the voting power of the then
outstanding voting securities of the Bank.
For purposes of this Section 3.3, "voting power" means ordinary
voting power for the election of directors.
3.4 Terminating Event. A "Terminating Event" means either:
(a) Termination by the Bank of Executive's employment
for any reason other than (i) Executive's death or disability
or (ii) for "Cause" (as such term is defined in Section 3.5
hereof); or
(b) Executive's resignation as an employee of the Bank,
other than for reasons of disability, following (i) a
significant reduction in the nature or scope of Executive's
duties, responsibilities, authority and powers from the duties,
responsibilities, authority and powers exercised by him
immediately prior to the Change in Control or (ii) a greater
than 10% reduction in Executive's annual base salary or fringe
benefits as in effect on the date of the Change in Control, or
(iii) any requirement by the Company or the Bank or of any
Person (as defined in Section 4.2 hereof) in control of the
Bank that the location at which Executive performs the
principal duties of the Bank be outside a radius of 50 miles
from the location at which he performed such duties immediately
prior to the Change in Control; or (iv) the failure of any
successor of the Company or the Bank to agree in writing upon
terms and conditions of employment with Executive which are
substantially similar to those of his employment immediately
prior to the Change in Control and which are reasonably
satisfactory to him within ninety (90) days following a Change
in Control.
3.5 Termination for "Cause" Defined. For purposes of this
Agreement, termination for Cause shall include termination by reason
of any of the following:
(a) Continuing any arrangement, holding any position or
engaging in any activities that conflict with the interest of,
or that interfere with Executive's duties owed to the Bank,
after ten (10) days prior written notice by the Bank to him of
the same;
(b) Conviction of embezzlement or other crimes against
the Bank, deliberate misappropriation of the Bank's funds or
dishonesty;
(c) Material violation of written policies of the Bank,
irresponsible acts in the performance of Executive's duties or
material breach of any of his obligations under the terms of
this Agreement;
(d) Material non-performance of Executive's duties or
material acts (or omissions) of mismanagement; and
(e) Refusal to perform assigned duties when such
refusal is not justified or excused either by the terms of this
Agreement or by actions taken by the Bank in violation of this
Agreement.
3.6 Payment in Connection With Terminating Event. If a
Terminating Event occurs within one (1) year after a Change in
Control (which one year period shall be calculated from the effective
date of the Takeover Transaction if the Terminating Event occurs
after a Takeover Transaction), the Bank will pay to Executive an
amount (the "Severance Payment") equal to two times the sum of (a)
Executive's annual base salary in effect at the time of the Change in
Control, and (b) an amount equal to the largest annual cash bonus
paid to Executive with respect to the two full fiscal years
immediately preceding the Change in Control, which Severance Payment
shall be payable in one lump sum within 30 days of the date of
termination of Executive's employment, or if such Change in Control
is governed by clause (ii) of Section 3.2 and the Terminating Event
occurs prior to entering into a definitive agreement, upon the
entering into of a definitive agreement by the Company. In addition,
the Bank shall continue to pay for all medical and life insurance
coverage provided on the date of the Terminating Event for the
twenty-four month period commencing on the effective date of the
Terminating Event. No Severance Payment will be made to Executive
under Section 3 if his employment with the Company terminates for any
reason prior to a Change in Control (except as may be provided
below), or if his employment with the Company terminates after a
Change in Control but such termination or resignation is not a
Terminating Event. In addition, except as provided in Section 2, no
Severance Payment will be made to Executive under Section 3.6 of this
Agreement with respect to a Terminating Event which occurs more than
one year after a Change in Control (which one year period shall be
calculated from the effective date of the Takeover Transaction if the
Terminating Event occurs after a Takeover Transaction).
3.7 Applicability of Change in Control Provisions. The
provisions of Section 3 shall terminate upon the earliest of (i) the
termination by the Bank of Executive's employment for any reason
prior to a Change in Control, (ii) the termination of Executive's
employment by the Bank after a Change in Control because of death or
disability or for Cause, (iii) Executive's resignation or termination
of employment with the Bank for any reason other than Good Reason
prior to a Change in Control, and (iv) Executive's resignation or
termination of employment after a Change in Control on or after the
first anniversary of the Takeover Transaction or events specified in
Sections 3.2(iii) or (iv).
3.8 Excise Tax Equalization Payment. In the event that
Executive becomes entitled to a Severance Payment or any other
payment or benefit under this Agreement, or under any other agreement
with or plan of the Bank (in the aggregate, the "Total Payments"), if
any of the Total Payments will be subject to the tax (the "Excise
Tax") imposed by Section 4999 of the Code (or any similar tax that
may hereafter be imposed), the Bank shall pay to Executive in cash an
additional amount (the "Gross-Up Payment") such that the net amount
retained by him after deduction of any Excise Tax upon the Total
Payments and any Federal, state and local income tax and Excise Tax
upon the Gross-Up Payment provided for by this Section 3.8 (including
FICA and FUTA), shall be equal to the Total Payments. Such payment
shall be made by the Bank to Executive as soon as practical following
the effective date of the Terminating Event, but in no event beyond
thirty (30) days from such date.
3.9 Tax Computation. For purposes of determining whether any
of the Total Payments will be subject to the Excise Tax and the
amounts of such Excise Tax:
(a) Any other payments or benefits received or to be
received by Executive in connection with a Change in Control or
Executive's termination of employment (whether pursuant to the
terms of this Agreement or any other plan, arrangement, or
agreement with the Bank, or with any person (which shall have
the meaning set forth in Section 3(a)(9) of the Exchange Act,
including a "group" as defined in Section 13(d) therein) whose
actions result in a Change in Control or any person affiliated
with the Bank or such persons) shall be treated as "parachute
payments" within the meaning of Section 280G(b)(1) of the Code,
and all "excess parachute payments" within the meaning of
Section 280G(b)(1) shall be treated as subject to the Excise
Tax, unless in the opinion of tax counsel as supported by the
Bank's independent auditors and acceptable to Executive, such
other payments or benefits (in whole or in part) do not
constitute parachute payments, or unless such excess parachute
payments (in whole or in part) represent reasonable
compensation for services actually rendered within the meaning
of Section 280G(b)(4) of the Code in excess of the base amount
within the meaning of Section 280G (b)(3) of the Code, or are
otherwise not subject to the Excise Tax;
(b) The amount of the Total Payments which shall be
treated as subject to the Excise Tax shall be equal to the
lesser of: (i) the total amount of the Total Payments; (or
(ii) the amount of excess parachute payments within the meaning
of Section 280G(b)(1) (after applying clause (a) above); and
(c) The value of any noncash benefits or any deferred
payment or benefit shall be determined by the Company's
independent auditors in accordance with the principles of
Sections 280G(d)(3) and (4) of the Code.
For purposes of determining the amount of the Gross-Up Payment,
Executive shall be deemed to pay Federal income taxes at the highest
marginal rate of Federal income taxation in the calendar year in which the
Gross-Up Payment is to be made, and state and local income taxes at the
highest marginal rate of taxation in the state and locality of his
residence on the effective date of the Terminating Event, net of the
maximum reduction in Federal income taxes which could be obtained from
deduction of such state and local taxes.
3.10 Subsequent Recalculation. In the event the Internal
Revenue Service adjusts the computation of the Bank under Section 3.9
herein so that Executive did not receive the greatest net benefit,
the Bank shall reimburse him for the full amount necessary to make
him whole, plus a market rate of interest, as determined by the
Compensation Committee of the Board.
3.11 Dispute Resolution. If any dispute between the Bank and
Executive as to any of the amounts to be determined under Sections
3.8 or 3.9, or the method of calculating such amounts, cannot be
resolved by Executive and the Bank, either the Bank or Executive
after giving three (3) days written notice to the other, may refer
the dispute to a partner in the Boston, Massachusetts office of a
firm of independent certified public accountants selected jointly by
Executive and the Bank. The determination of such partner as to the
amount to be determined under Section 3.8 and 3.9 and the method of
calculating such amounts shall be final and binding on both Executive
and the Bank and the Company. The Bank shall bear the costs of any
such determination. The Company shall have the same rights and
obligations as the Bank under this Section 3.11 in the event of a
dispute between the Company and Executive.
4. Miscellaneous.
4.1 Confidential Information. Unless Executive first secures
the Bank's consent, he shall not disclose or use, at any time either
during or subsequent to his employment by the Bank, except as
required by his duties to the Bank, any secret or confidential
information of the Bank of which Executive becomes informed during
his employment, whether or not developed by him. The term
"confidential information" includes, without limitation, financial
information, business plans, prospects, and opportunities (such as
lending relationships, financial product developments, or possible
acquisitions or dispositions of business or facilities) which have
been discussed or considered by the Bank's management, but does not
include any information which has become part of the public domain by
means other than Executive's non-observance of his obligations
hereunder.
4.2 Non-Competition. During Executive's employment by the
Bank hereunder, and during a period of one (1) year following the
date of termination of his employment with the Bank for any reason,
Executive will not, directly or indirectly, whether as partner,
consultant, agent, employee, co-venturer, greater than 2% owner, or
otherwise, or through any Person (as hereafter defined),
(a) attempt to recruit any employee of the Bank, assist
in such hiring by any other Person, or encourage any such
employee to terminate his or her relationship with the Bank, or
(b) encourage any customer of the Bank to conduct with
any other Person any business or activity which such customer
conducts or could conduct with the Bank.
For purposes of this Section 4.2, the term "Person" shall mean an
individual, a corporation, an association, a partnership, an estate, a
trust and any other entity or organization.
4.3 No Conflicting Obligations. The Bank, in entering into
this Agreement, understands, and Executive hereby represents, that he
is not under any obligation to any former employer or any person,
firm or corporation that would prevent, limit or impair, in any way,
the performance by Executive of his duties as an employee of the
Bank.
4.4 Ethical Behavior. Upon termination by the Bank of
Executive's employment for any reason, Executive shall act at all
times in an ethical manner with regard to the Bank, and during the
one-year period following the date of such termination, shall take no
action which directly or indirectly could reasonably be expected to
have the effect of terminating or otherwise adversely affecting the
relationship of the Company or the Bank with any employee of, or
others with business or advantageous relationships with, the Company
or any of its affiliates, including the Bank.
4.5 Withholding. All payments made by the Bank under this
Agreement will be net of any tax or other amounts required to be
withheld by the Bank under applicable law.
4.6 Legal Fees. Upon submission of appropriate statements or
documentation the Company and the Bank, the Bank jointly and
severally agree to reimburse Executive for reasonable legal fees
actually incurred by him in connection with the enforcement of the
terms of this Agreement following a Change in Control, provided,
however, that neither the Company nor the Bank shall be obligated to
reimburse Executive for any legal fees or expenses incurred by him in
connection with the Bank's enforcement of the terms of this Agreement
or in connection with any arbitration or litigation in which the
Company or the Bank is the prevailing party.
4.7 Binding Effect. This Agreement is binding upon and will
inure to the benefit of the parties hereto and their respective
heirs, administrators, executors, successors and assigns. The Bank
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 the Bank to assume expressly and
perform this Agreement. Failure of the Bank to obtain such
assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle
Executive to compensation from the Bank in the same amount and on the
same terms as he would be entitled to hereunder following a
Terminating Event, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective
shall be deemed the date on which Executive becomes entitled to such
compensation from the Bank. As used in this Agreement, "Bank" shall
mean the Bank, as hereinbefore defined and any successor to its
business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.
4.8 Arbitration of Disputes. Any dispute, controversy or
claim arising out of or relating to this Agreement or the breach or
performance hereof will be settled by arbitration in accordance with
the laws of the State of Rhode Island by an arbitrator mutually
agreed upon by Executive and the Company and/or the Bank. If an
arbitrator cannot be agreed upon, Executive shall choose an
arbitrator and the Company and/or the Bank shall choose an
arbitrator, and these two together shall select a third arbitrator.
If the first two arbitrators cannot agree on the appointment of a
third arbitrator, then the third arbitrator will be appointed by the
American Arbitration Association in Providence, Rhode Island. Such
arbitration will be conducted in the City of Providence in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association, except with respect to the selection of arbitrators
which shall be as provided in this Section 4.8. Judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.
4.9 Indemnification. The Bank hereby covenants and agrees to
indemnify Executive and hold him harmless fully, completely, and
absolutely against and in respect to any and all actions, suits,
proceedings, claims, demands, judgments, costs, expenses (including
attorney's fees), losses, and damages resulting from his good faith
performance of his duties and obligations under the terms of this
Agreement.
4.10 Guaranty. The Company hereby guarantees the due and
punctual performance in full by the Bank of its covenants, agreements
and obligations contained herein.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
/s/18th day of /s/December, 2000.
BANK RHODE ISLAND
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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President and Chief Executive
Officer
BANCORP RHODE ISLAND, INC.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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EXECUTIVE
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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