AMERICAN FINANCIAL HOLDINGS, INC.
AMERICAN FINANCIAL HOLDINGS, INC.
THIS AGREEMENT, entered into on January 18, 2002, by and between
AMERICAN FINANCIAL HOLDINGS, INC. (the "Holding Company"), a corporation
organized under the laws of the state of Delaware, with its principal
administrative office at 102 West Main Street, New Britain, CT 06051 and WILLIAM
E. SOLBERG ("Executive"). Any reference to the "Bank" or "Institution" herein
shall mean American Savings Bank or any successor thereto.
WHEREAS, the Holding Company, the Bank and American Bank of
Connecticut, a Connecticut chartered savings bank ("ABC"), have entered into an
Agreement and Plan of Merger, dated as of July 18, 2001 (the "Merger
Agreement"), providing for, among other things, the merger of ABC with and into
the Bank, with the Bank being the surviving institution.
WHEREAS, continued employment of Executive is valuable to the success
of combined companies; and
WHEREAS, Executive is willing to serve in the employ of the Holding
Company in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:
1. CONSIDERATION PROVIDED BY THE EXECUTIVE.
On the terms and subject to the conditions set forth in this Agreement,
commencing at the Effective Time (as such term is defined in the Merger
Agreement) (the "Effective Date"), the Holding Company shall employ and
Executive agrees to serve as a senior executive vice president and Chief Banking
Officer of the Holding Company. Executive shall render administrative and
management services to the Holding Company such as are customarily performed by
persons in a similar executive capacity and reporting directly to the Chairman
and Chief Executive Officer of the Holding Company. During said period,
Executive also agrees to serve, if appointed, as an officer of any subsidiary of
the Holding Company. Failure to reappoint Executive as a senior executive vice
president and Chief Banking Officer of the Holding Company or failure to
reappoint Executive as a senior executive vice president and Chief Banking
Officer of the Institution, without the consent of Executive, shall constitute a
breach of this Agreement.
(a) The period of Executive's employment under this Agreement shall be
deemed to have commenced as of the Effective Date and shall continue for a
period of thirty-six (36) full calendar months. The term of this Agreement shall
be extended for one day each day so that a constant thirty-six (36) calendar
month term shall remain in effect, until such time as the Board of Directors of
the Holding Company (the "Board") or Executive elects not to extend the term of
the Agreement by giving written notice to the other party in accordance with
Section 8 of this Agreement, in which case the term of this Agreement shall be
fixed and shall end on the third anniversary of the date of such written notice.
(b) During the period of his employment hereunder, except for periods
of absence occasioned by illness, reasonable vacation periods, and reasonable
leaves of absence, Executive shall devote substantially all his business time,
attention, skill, and efforts to the faithful performance of his duties
hereunder including activities and services related to the organization,
operation and management of the Holding Company and the Bank and participation
in community and civic organizations; provided, however, that, with the approval
of the Board, as evidenced by a resolution of such Board, from time to time,
Executive may serve, or continue to serve, on the boards of directors of, and
hold any other offices or positions in, companies or organizations, which, in
the Board's judgment, will not present any conflict of interest with the Holding
Company, or materially affect the performance of Executive's duties pursuant to
(c) Notwithstanding anything herein contained to the contrary,
Executive's employment with the Holding Company may be terminated by the Holding
Company or Executive during the term of this Agreement, subject to the terms and