EXHIBIT 10.25
First Essex Bancorp
Salary Continuation Benefit Program
References to the "Company" in this document shall mean First Essex Bancorp and
any of its wholly owned direct and indirect subsidiaries, including, without
limitation, First Essex Bank.
References to the "Bank" shall mean either First
Essex Bank or any other bank that is a wholly owned subsidiary of First Essex
Bancorp.
1.
COVERED EMPLOYEES:
Subject to Section 2 below, the Salary Continuation Benefit (as herein defined)
will be provided to any employee whose employment is terminated within twelve
months after a Change of Control (as herein defined).
2.
LIMITATIONS ON CHANGE OF CONTROL BENEFITS
2.1.
GENERAL.
NO EMPLOYEE WILL BE ELIGIBLE FOR A SALARY CONTINUATION
BENEFIT IF (A) THE EMPLOYEE'S EMPLOYMENT IS TERMINATED FOR "CAUSE", (B) THE
EMPLOYEE IS A TEMPORARY EMPLOYEE, (C) THE EMPLOYEE IS OFFERED A COMPARABLE
POSITION (AS HEREIN DEFINED) WITHIN THE COMPANY AND REFUSES TO ACCEPT SUCH
POSITION; OR (D) THE EMPLOYEE IS PAID SOLELY ON A COMMISSIONED BASIS
("COMMISSIONED EMPLOYEES").
COMMISSIONED EMPLOYEES SHALL BE ELIGIBLE FOR A
COMMISSIONED EMPLOYEE BENEFIT (AS HEREIN DEFINED).
2.2.
CAUSE.
THE TERM "CAUSE" SHALL MEAN AND INCLUDE (A) NEGLECT OF OR
REFUSAL TO PERFORM, OTHER THAN AS A RESULT OF SICKNESS, ACCIDENT OR SIMILAR
CAUSE BEYOND AN EMPLOYEE'S REASONABLE CONTROL, ANY DUTY OR RESPONSIBILITY AS AN
EMPLOYEE OF THE COMPANY AFTER WRITTEN NOTICE BY THE COMPANY TO THE EMPLOYEE; (B)
ANY MATERIAL BREACH BY THE EMPLOYEE OF ANY AGREEMENT TO WHICH THE EMPLOYEE AND
THE COMPANY ARE BOTH PARTIES; (C) DISHONESTY WITH RESPECT TO THE COMPANY OR THE
COMMISSION OF ANY CRIME INVOLVING MORAL TURPITUDE; OR (D) ANY MATERIAL
MISCONDUCT OR MATERIAL NEGLECT OF DUTIES BY THE EMPLOYEE IN CONNECTION WITH THE
BUSINESS OR AFFAIRS OF THE COMPANY.
THE FOREGOING DEFINITION OF CAUSE IS IN NO
WAY INTENDED TO LIMIT OR QUALIFY THE RIGHT OF THE COMPANY OR ANY SUCCESSOR IN
INTEREST TO TERMINATE ANY PERSON'S EMPLOYMENT FOR ANY REASON.
2.3.
COMPARABLE POSITION.
A COMPARABLE POSITION SHALL MEAN A POSITION
WHICH IS OFFERED TO AN EMPLOYEE WHERE (A) THERE IS NO REDUCTION IN BASE SALARY
OR SCHEDULED HOURS, AND (B) THE EMPLOYEE WILL BE PRINCIPALLY EMPLOYED AT A
LOCATION NOT MORE THAN 25 MILES FROM THE OFFICE WHERE THE EMPLOYEE IS
PRINCIPALLY EMPLOYED IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL.
3.
DEFINITION OF "CHANGE OF CONTROL":
A "Change of Control" will be deemed to have occurred:
3.1.
IF THERE HAS OCCURRED A CHANGE IN CONTROL WHICH THE COMPANY WOULD
BE REQUIRED TO REPORT IN RESPONSE TO ITEM 1 OF FORM 8-K PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934 ACT"), OR, IF SUCH
REGULATION IS NO LONGER IN EFFECT, ANY REGULATIONS PROMULGATED BY THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO THE 1934 ACT WHICH ARE INTENDED TO SERVE
SIMILAR PURPOSES;
3.2.
WHEN ANY "PERSON" (AS SUCH TERM IS USED IN SECTIONS 13(D) AND
14(D)(2) OF THE 1934 ACT) BECOMES A "BENEFICIAL OWNER" (AS SUCH TERM IS DEFINED
IN RULE 13D-3 PROMULGATED UNDER THE 1934 ACT),