ex10a-5.htm


    
      
        

      
Exhibit (10)(a)(5)


    AMENDED
AND RESTATED

    


    EMPLOYMENT
AGREEMENT

    


    This
Amended and Restated Employment Agreement, effective as of January 1, 2008 (this
"Agreement"), is between PATRIOT NATIONAL BANK, a national banking association
with headquarters located in Stamford, Connecticut (the "Bank"), PATRIOT
NATIONAL BANCORP, INC., a Connecticut corporation ("Bancorp") and Robert F.
O'Connell of Walpole, Massachusetts (the "Executive").

    


    RECITALS

    


    WHEREAS, the Executive and the
Bank entered into the amended and restated Employment Agreement dated as of
February 19, 2004 (the "Employment Agreement") and the Executive and the Bank
desire to modify certain provisions of the Original Employment Agreement and to
amend and restate such agreement in its entirety as set forth
herein;

    


    WHEREAS, the Executive and the
Bank desire that the Executive be employed by the Bank as Chief Financial
Officer and Senior Executive Vice President. The Executive and the Bank desire
to enter into this Employment Agreement with Executive for several primary
reasons: (1) to provide Executive with job security, particularly in the event
that the Bank experiences a change-of-control; (2) to provide further incentive
to Executive in the discharge of his responsibilities to the Bank; and (3) to
define Executive's duties and terms of employment;

    


    WHEREAS, the Bank and
Executive contemplate that the Bank will: (i) disclose to Executive information
concerning the Bank's business affairs, including certain confidential
information; and (ii) assist Executive in establishing goodwill and rapport with
certain customers of the Bank. The use by Executive of this information,
goodwill and rapport in competing with or in aiding others in competing with the
Bank would have a detrimental effect on future profitable operations of the
Bank.

    


    NOW, THEREFORE, in
consideration of the mutual promises and covenants hereinafter described, the
parties hereby amend and restate the Original Employment Agreement in its
entirety and agree as follows:

    


    1.           Term of
Employment.  The Bank agrees to employ Executive, and Executive
agrees to accept employment with the Bank for a term commencing as of the date
hereof and continuing until December 31, 2010, unless sooner terminated as
provided in this Agreement (the "Employment Period"). The Bank further agrees to
participate in discussions with Executive promptly following the second
anniversary of the date hereof for the purpose of determining whether a further
extension to this Agreement is acceptable to the parties hereto, it being
understood that neither party shall have any binding obligation to further
extend the Employment Period, provided however that in all events, the Executive
shall be required to and hereby agrees to provide the Bank with not less than
six months prior written notice in the event the Executive determines not to
seek an extension of the Employment Period or otherwise determines to terminate
his employment with the Bank.  In the event the Bank does not provide
the Executive with 12 months notice prior to informing him of the decision by
the bank not to renew his 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    employment
contract, the Executive will be entitled to a severance payment equal to 12
months salary at the Executive’s current rate of salary.

    


    2.           Duties.

    


    (a)           During
the Employment Period, Executive shall perform the duties and exercise the
powers relating to the office of Chief Financial Officer and Senior Executive
Vice President, including all duties assigned to Executive by the Chief
Executive Officer of the Bank. All duties assigned shall be consistent with the
customary duties of the above-described offices at a national bank.

    


    (b)           During
the Employment Period, Executive shall devote his entire business time, best
efforts and ability to the business of the Bank, shall faithfully and diligently
perform his duties, shall comply in all material respects with the overall
policies established by the Board of Directors of the Bank and shall do all that
is reasonably in his power to promote, develop and extend the business of the
Bank. Notwithstanding the foregoing, it is understood that the Executive shall
be permitted to continue to serve on various civic and non-profit organizations
approved by the Bank.

    


    3.           Compensation and
Benefits.

    


    (a)           Base
Salary. The Bank shall pay Executive as compensation for his services during the
Employment Period an annual base salary of Two Hundred Fifty Thousand
($250,000.00) Dollars for the period ending on December 31, 2008 (the "Base
Salary"). Salary payments shall be made in equal installments consistent with
the Bank's standard payroll practices for its officers. The Base Salary shall be
reviewed by the Board of Directors each year during the Employment Period and
set by the Board of Directors in an amount not less than the stated contract
salary; any increase in Base Salary in excess of the stated contract may take
the form of a contingent increase based upon the achievement of articulated
personal or corporate goals, or both, at the discretion of the Board of
Directors. If, for any calendar year commencing on or after 2007, Executive's
total compensation is not increased from the prior calendar year by at least the
average of the increase in total compensation in such year for all officers of
the Bank at the vice president level and above, then Executive shall have the
right, by notice in writing to the Bank within thirty (30) days after such
compensation increases are determined, to terminate this Agreement as of the
date which is six months after the date of such notice, provided that in such
event, Executive shall be bound by the provisions of Section 6 herein but only
for a period of ninety (90) days instead of one year.

    


    (b)           Expenses.
Upon submission of appropriate invoices or vouchers, the Bank shall pay or
reimburse Executive for all reasonable expenses incurred by him in the
performance of his duties under this Agreement in furthering the business, and
in keeping with the policies, of the Bank.

    


    (c)           Vacation.
Executive shall be entitled to four (4) weeks paid vacation each contract year,
to be taken each year at a time or times as shall be mutually agreed upon by the
Bank and Executive and consistent with applicable regulatory requirements. If
Executive fails to use all of his vacation time during a particular calendar
year, the unused portion shall not be carried over to 

    
      
        
        

      

      
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    the
subsequent year, unless approved in writing by the Chief Executive Officer or
the Chairman of the Board of the Directors.

    


    (d)           Cash
Incentive Compensation. The Board of Directors, in its sole discretion, may
authorize the payment of special cash incentive compensation to Executive from
time to time in excess of the amount stated in any documented regular cash
incentive plans. Any such special payment of incentive compensation will not set
a precedent requiring or suggesting that similar incentive compensation will be
paid in the future. The Bank's Board of Directors will consider the adoption of
documented regular cash incentive compensation plans whereby the Executive would
receive specific cash compensation for the achievement of articulated goals as
determined by the Board of Directors. Any such regular cash incentive
compensation shall be separate and apart from any special cash incentive
compensation.

    


    (e)           Insurance
Policies.

    


    (i)            Term
Life Insurance. During the Employment Period, Bank shall provide term life
insurance coverage for Executive in such form and amount as is not less
favorable than that coverage provided by the Bank to other Bank employees from
time to time generally.

    


    (ii)            Disability
Insurance. During the Employment period, Bank shall provide Executive with
disability insurance coverage in such form and amount consistent with that
provided to other Bank employees generally.

    


    (f)           Benefits.
During the Employment Period, Executive shall be entitled to and shall be
included under the same rules or restrictions in any employee welfare and
retirement plan or program of the Bank available generally to its employees
and/or officers including, without limitation, plans for hospital services,
medical services benefits, sick pay, dental and other health plans.

    


    (g)           Stock
Plans. During the Employment Period, Executive may be included in any stock
incentive, stock option, or stock compensation plan as the Board of Directors of
the Bank may determine. Such plans may be documented by the Board of Directors
and the Executive from time to time.

    


    4.           Disability. If during
any period in which Executive shall have continued to perform his duties as an
employee of the Bank, Executive shall incur a total or partial disability (as
defined in subsection (d) below), then until the earlier of (a) 180 days after
the date such disability is incurred, or (b) the expiration of the term of the
Employment Period (either shall be termed the "Disability Period"), the Bank
shall pay Executive during the Disability Period on the basis of his
then-regular salary (any payments that Executive does or would otherwise receive
pursuant to the Bank's; disability coverage for employees generally for this
period of disability shall be set off against these payments).

    


    (a)           If
Executive's total disability shall terminate prior to the expiration of the
Employment Period, then Executive shall return to full and active employment
with the Bank under the terms of this Agreement; provided that if he shall again
become disabled within a period of three (3) months after such return, other
than by reason of an event which is not 

    
      
        
        

      

      
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    causatively
related to his original disability, then Executive shall be deemed to have been
continuously disabled from the date he incurred his original
disability;

    


    (b)           In
the event Executive shall incur a partial disability (as defined in (d) below),
then during the period of the partial disability, the compensation to be paid to
him in consideration of his services to the Bank shall be equitably adjusted to
reflect the time that he is able to devote to the affairs of and the value of
the service he is able to impart to the Bank; provided, however, that during the
Disability Period, the compensation shall not be less than Executive would have
received under this Section 4 had he been totally rather that partially disabled
(this is to say, he shall receive his then-regular salary for that Disability
Period);

    


    (c)           Payments
to Executive under this Section 4 shall be reduced by the amounts, if any, as
may be payable to him by reason of his disability under policies of insurance
maintained and/or paid for by the Bank;

    


    (d)           As
used in this Agreement, the term "total disability" shall mean a disability such
that, for physical or mental reasons, Executive is unable to perform
substantially his obligations hereunder for the reasonably foreseeable future
(not less than 90 days), as determined by the Bank's Board of Directors after
considering competent medical evidence. As used in this Agreement, the term
"partial disability" shall mean a disability, other than a total disability,
such that, for physical or mental reasons, Executive is unable to perform a
material portion of his usual duties at the Bank on a full-time basis as
determined by the Bank's Board of Directors after considering competent
evidence.

    


    5.           Termination.

    


    (a)           Termination
by Death. If Executive dies during the Employment Period, the Bank's obligations
under this Agreement shall terminate immediately and Executive's estate shall be
entitled to all arrearages of salary and expenses but shall not be entitled to
further compensation.

    


    (b)           Termination
With or Without Cause. This Agreement and Executive's employment with the Bank
may be terminated for cause at any time upon notice from the Bank to Executive,
which notice shall set forth the facts on which the termination is based. Upon
termination, Executive shall be entitled to all arrearages of salary and
expenses, but shall not be entitled to further compensation or
benefits.

    


    As used
in this Agreement, and without limitation, "cause" shall include: (i)
Executive's conviction by any trial court of any crime involving fraud,
embezzlement, theft or dishonesty; (ii) serious willful misconduct by Executive,
including personal dishonesty in connection with Bank business or customers or
the breach of a fiduciary duty to the Bank or its customers; (iii) the total
disability of Executive, as defined in Section 4 above; (iv) any material breach
by Executive of this Agreement; or (v) if the Bank's regulatory authorities
issue an order removing Executive from his positions at the Bank, or if such
regulatory authorities inform the Directors that continuation of Executive in
his position at the Bank would constitute an unsafe and unsound banking
practice.


    
      
        
        

      

      
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    Executive's
employment may be terminated by the Bank without cause at any time, provided
that, in such event, Bank shall pay Executive, in one lump-sum payment within
thirty (30) days after such termination, an amount equal to the higher of the
following: (i) that amount which is equal to the aggregate amount of salary
payments that would be made to Executive for the remainder of the Employment
Period, calculated at the Executive's then annual Base Salary; or (ii) that
amount which is equal to one year (12 months) Base Salary, calculated at
Executive’s then Base Salary, whichever is greater.

    


    In
addition, if Executive is terminated without cause, the Bank shall either
continue to carry Executive at no additional cost to him under the Bank's
employee hospital, medical services, dental and other health plans for the
remainder of the Employment Period, or, if he is not eligible for continued
coverage under such plans, pay the cost of similar coverage for Executive
pursuant to COBRA or similar private insurance plans offering comparable
coverage.

    


    In
addition to the foregoing, in the event that Executive's employment is
terminated by the Bank without cause following the occurrence of a "Change of
Control" as defined in that certain Amended and Restated Senior Management
Change of Control Agreement dated as of January 1, 2007 between the Executive
and the Bank (the "Change of Control Agreement"), the Executive shall be
entitled to receive the higher of (i) the payment amount calculated pursuant to
the third paragraph of this Section 5(b), or (ii) the amount payable pursuant to
the Change of Control Agreement, but the Executive shall not be entitled to
receive both of the aforesaid payment amounts.

    


    (c)           Immediate
Cessation of Employment. In the event Executive's employment terminates pursuant
to subparagraph (b), the Bank may further direct Executive to cease immediately
his activities on behalf of the Bank and to discontinue using any of the Bank's
facilities.

    


    (d)           Survival.
Anything in this Agreement to the contrary notwithstanding the provisions of
Sections 6, 7, 8, 9, and 10 shall survive the termination of Executive's
employment with the bank.

    


    6.           Non-Competition
Agreement.

    


    (a)           Executive
absolutely and unconditionally covenants and agrees with the Bank that, from the
period commencing on the date of this Agreement and continuing for a period of
one (1) year following the termination of his employment as provided for in this
Agreement, Executive will not, anywhere in the Restricted Area (as defined in
subparagraph (b) below), either directly or indirectly, solely or jointly with
any person or persons (a "Competitor"), as an employee, consultant, or advisor
(whether or not engaged in business for profit), or an individual proprietor,
partner, shareholder (provided that share ownership of less than 5% of the share
voting power shall be permitted), director, officer, joint venturer, investor
(provided that such investment will not be a violation if it is limited to less
than 5% of the ownership of such entity), lender, or in any other capacity,
compete with the business of the Bank (i) as conducted as of the date of
execution of this Agreement; or (ii) as conducted during the Employment Period;
or (iii) as conducted as of the end of the Employment Period or (iv) as proposed
to be conducted by the Bank as of the end of the Employment Period
(collectively, the "Business"). Notwithstanding the foregoing, the provisions of
this Section 6 (a) shall not apply in the event that (i) the Executive's


    
      
        
        

      

      
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    employment
is terminated by the Bank other than for cause during the last six months of the
Employment Period or (ii) the Executive is employed by the Bank for the entire
three (3) year term hereof and the Bank then determines not to further renew or
extend this Agreement on substantially similar terms. In either of the foregoing
events, however, the terms of Sections 7 and 8 hereof shall continue to be
binding upon the Executive.

    


    (b)           As
used in this Section 6: (i) the term "compete" shall mean engaging,
participating, or being involved in any respect in the business of banking, or
furnishing any aid, assistance or service of any kind to any person in
connection with, the Business and shall include, without limitation, being
employed by any banking institution which has a branch or other place of
business in the Restricted Area; (ii) the term "Restricted Area" shall mean
Greenwich, Stamford, Darien, New Canaan, Norwalk, Westport and any other town or
city in which the Bank has an office or a branch as of the time of the
termination of employment.

    


    (c)           If
a Court or arbitration panel concludes through appropriate proceedings that
Executive has breached the covenant set forth in this Section, the term of the
covenant shall be extended to a term equal to the period for which Executive is
determined to have breached the covenant.

    


    7.           Covenant Not to
Disclose. Executive agrees that, by virtue of the performance of the
normal duties of his position with the Bank and by virtue of the relationship of
trust and confidence between Executive and the Bank, he possesses and will
possess certain data and knowledge of operations of the Bank which are
proprietary in nature and confidential.  Executive covenants and
agrees that he will not, at any time, whether during the term of this Agreement
or otherwise, reveal, divulge or make known to any person (other than the Bank)
or use for his own account, any confidential or proprietary record, data, trade
secret, price policy, rate structure, personnel policy, method or practice of
obtaining or doing business by the Bank, or any other confidential or
proprietary information whatever (the "Confidential Information"), whether or
not obtained with the knowledge and permission of the Bank and whether or not
developed, devised or otherwise created in whole or in part by his efforts.
Executive further covenants and agrees that he shall retain all such knowledge
and information which he shall acquire or develop respecting such Confidential
Information in trust for the sole benefit of the Bank and its successors and
assigns.

    


    8.           Non-Interference
Covenant. Executive covenants and agrees that he will not, for a period
of one (1) year following the termination of this Agreement, directly or
indirectly, for whatever reason, whether for his own account or for the account
of any other person, firm, corporation or other organization: (i) solicit,
employ, or otherwise interfere with any of the Bank's contracts or relationships
with any employee, officer, director or any independent contractor who is
employed by or associated with the Bank at the time of termination of this
Agreement; or (ii) actively solicit, or cause to be solicited or otherwise
actively interfere with any of the Bank's contracts or relationships with any
independent contractor, customer, client or supplier of the Bank. It shall not
constitute a violation of this Section 8 if customers, clients or employees
follow Executive to his new place of employment without any independent
solicitation on the part of Executive (or caused by Executive) or if such
customers or clients respond to any mass advertising solicitation conducted
independently by Executive's new employer without input from
Executive.


    
      
        
        

      

      
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    9.           Business Materials and
Property Disclosure. All written materials, records, and documents made
by Executive or coming into his possession concerning the business or affairs of
the Bank shall be the sole property of the Bank and, upon termination of his
employment with the Bank, Executive shall deliver the same to the Bank and shall
retain no copies. Executive shall also return to the Bank all other property in
his possession owned by the Bank upon termination of his
employment.

    


    10.           Breach by Executive.
It is expressly understood, acknowledged and agreed by Executive that: (i) the
restrictions contained in Sections 6, 7, 8, and 9 of this Agreement represent a
reasonable and necessary protection of the legitimate interests of the Bank and
that his failure to observe and comply with his covenants and agreements in
those Sections will cause irreparable harm to the Bank; (ii) it is and will
continue to be difficult to ascertain the nature, scope and extent of the harm;
and (iii) a remedy at law for such failure by Executive will be inadequate.
Accordingly, it is the intention of the parties that, in addition to any other
rights and remedies which the Bank may have in the event of any breach of said
Sections, the Bank shall be entitled, and is expressly and irrevocably
authorized by Executive, to demand and obtain specific performance, including
without limitation, temporary and permanent injunctive relief, and all other
appropriate equitable relief against Executive in order to enforce against
Executive, or in order to prevent any breach or any threatened breach by
Executive, of the covenants and agreements contained in those
Sections.

    


    11.           Regulatory
Restrictions. Notwithstanding any provision to the contrary in this
Agreement, the Bank shall not be required under this Agreement to continue
Executive in his position(s) at the Bank, or to make any payments to Executive,
if the regulatory authorities having jurisdiction over the Bank order the
Executive's removal from the Bank, or if such regulations determine that any
payment wold constitute an illegal "excess parachute" payment under 12 U.S.C.
Section 1828(k) and regulations promulgated thereunder, or an "unsafe or unsound
banking practice" pursuant to 12 U.S.C. Section 1818(b).

    


    12.           Arbitration. Any
dispute whatsoever relating to the interpretation, validity or performance of
this Agreement, or any other dispute arising out of this Agreement which cannot
be resolved by any party upon thirty (30) days' written notice to the other
party shall be settled by arbitration in the City of Stamford, Connecticut, in
accordance with the rules then prevailing of the American Arbitration
Association, and the judgment upon the award rendered by the arbitrators may be
entered in any court of competent jurisdiction. It is the purpose of this
Agreement, and the intent of the parties hereto to make the submission to
arbitration of any dispute or controversy arising out of this Agreement, as set
forth hereinabove, an express condition precedent to any legal or equitable
action or proceeding of any nature whatsoever.

    


    
      
        
        

      

      
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    13.           General
Provisions:

    


    (a)           All
notices required by this Agreement shall be in writing and shall be sufficiently
given if delivered or mailed by registered or certified mail, return receipt
requested, to the parties at their respective addresses set forth below. Any
party may specify a different address by written notice to the other, in
accordance with this Section. All notices shall be deemed to have been given as
of the date so delivered or mailed.

    


    To the
Bank:

    


    900
Bedford Street

    Stamford,
CT

    Attention:  Chairman
of the Board of Directors

    


    To
Executive:

    


    Robert F.
O'Connell

    


    (b)           Except
insofar as Executive may be subject to general policies adopted by the Bank from
time to time, this Agreement contains the entire agreement between the parties,
and there are no other representations, warranties, conditions or agreements
relating to the subject matter of this Agreement.

    


    (c)           The
waiver by any party of any breach or default of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent
breach.

    


    (d)           This
Agreement may not be changed orally but only by an agreement in writing duly
executed on behalf of the party against which enforcement of any waiver, change,
modification, consent or discharge is sought.

    


    (e)           This
Agreement shall be binding upon and inure to the benefit of the Bank and
Executive and their respective successors, assigns, heirs and legal
representatives. Insofar as Executive is concerned, this Agreement is personal
and Executive's duties under it shall not be assigned by Executive.

    


    (f)           Each
of the parties agrees to execute all further instruments and documents and to
take all further action as the other party may reasonably request in order to
effectuate the terms and purposes of this Agreement.

    


    (g)           This
Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one and the same instrument.

    


    (h)           This
Agreement shall be construed pursuant to and in accordance with the laws of the
State of Connecticut.

    


    (i)           Wherever
used in this Agreement, the masculine, feminine and neuter pronouns shall be
fully interchangeable, and the singular shall include the plural where the
context so requires and vice versa.


    
      
        
        

      

      
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    (j)           If
any term or provision of this Agreement is held or deemed to be invalid or
unenforceable, in whole or in part, by a court of competent jurisdiction, such
term of provision shall be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement.

    


    IN WITNESS WHEREOF, the
parties have executed this Agreement on the date first above
written.

    


    


    
      	 
      	
              PATRIOT
      NATIONAL BANK

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:  _______________________________

            
	 
      	
              Chairman
      of Board of Directors

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              PATRIOT
      NATIONAL BANCORP, INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:
      _______________________________

            
	 
      	
              Robert
      F. O'Connell

            
	 
      	
              Executive

            


    

    


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