AMERICAN SAVINGS BANK
AMERICAN SAVINGS BANK
THIS AGREEMENT, entered into on January 18, 2002 by and between
AMERICAN SAVINGS BANK (the "Institution" or the "Bank"), a state-chartered
savings institution, with its principal administrative office at 178 Main
Street, New Britain, CT 06051, AMERICAN FINANCIAL HOLDINGS, INC. (the "Holding
Company"), a corporation organized under the laws of the state of Delaware and
the holding company of the Institution, and EARL T. YOUNG ("Executive").
WHEREAS, the Bank, the Holding Company 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"),
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 Bank 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 of the Merger (the "Effective Date"), the Bank
shall employ and Executive agrees to serve as an executive vice president and
Chief Commercial Banking Officer of the Institution. Executive shall render
administrative and management services to the Institution such as are
customarily performed by persons in a similar executive capacity and shall
report directly to the Chief Banking Officer of the Bank. During the period of
his employment hereunder, Executive also agrees to serve, if appointed, as an
officer of the Holding Company. Failure to reappoint Executive as an executive
vice president and Chief Commercial 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 from said date. Commencing on the
first anniversary date of this Agreement, and continuing on each anniversary
thereafter, the disinterested members of the board of directors of the
Institution ("Board") may extend the Agreement an additional year such that the
remaining term of the Agreement shall be thirty-six (36) months unless the
Executive elects not to extend the term of this Agreement by giving written
notice in accordance with Section 8 of this Agreement. The Board will review the
Agreement and Executive's performance annually
for purposes of determining whether to extend the Agreement and the rationale
and results thereof shall be included in the minutes of the Board's meeting. The
Board shall give notice to the Executive as soon as possible after such review
as to whether the Agreement is to be extended.
(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 Institution 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 Institution, or materially
affect the performance of Executive's duties pursuant to this Agreement.