Employment Agreement (2000)Full Document 

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                             EMPLOYMENT AGREEMENT

       THIS EMPLOYMENT AGREEMENT (this "Agreement"), made as of May 24, 2000 is
by and between Premier National Bank, a national banking association having its
principal place of business at 1100 Route 55, LaGrangeville, New York 12540 (the
"Company"), and Robert Apple, residing at 92 East Main Street, Pawling, New
York, 12564 (the "Executive").

                             W I T N E S S E T H:
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       WHEREAS, the Company, a wholly-owned subsidiary of Premier (as
hereinafter defined), has determined that it is in its best interests to employ
the Executive as Director of Legal & Regulatory Affairs/Corporate Secretary
pursuant to a written employment agreement, as hereinafter provided; and

       WHEREAS, the Executive desires to accept such employment, upon the terms
and conditions hereinafter set forth;

       NOW, THEREFORE, in furtherance of the interests described above and in
consideration of the respective covenants and agreements contained herein, the
parties hereto agree as follows:

       1.  Agreement of Employment. During the term of employment provided for
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in this Agreement, the Company agrees to employ the Executive, and the Executive
agrees to accept employment and to serve the Company, as Director of Legal &
Regulatory Affairs/Corporate Secretary, all upon the terms and conditions
hereinafter set forth.

       2.  Term.
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           (a) Effective Date.  This Agreement and the employment of the
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Executive under this Agreement shall become effective as of June 1, 2000 (the
"Effective Date").

           (b) Duration of Agreement.  This Agreement shall terminate on the
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twelfth (12/th/) month anniversary of the Effective Date (the "Initial Term"),
but shall be extended automatically for additional one year periods (each, a
"Renewal Term") unless the Company or the Executive gives written notice to the
other party that the Agreement shall not be so extended at least twelve (12)
months prior to the expiration of the Initial Term or any Renewal Term (a
"Failure to Renew"), in which case this Agreement shall terminate on the
expiration of such Initial Term or such Renewal Term; provided, however, that
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after a Change in Control (as hereinafter defined) no termination of this
Agreement pursuant to a Failure to Renew by the Company shall be effective prior
to the
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expiration of eighteen (18) months after such Change in Control (such period
being referred to herein as the "CIC Coverage Period"). Notwithstanding any
other provision of this Agreement, nothing contained in this Agreement shall
prohibit or prevent the continued employment of the Executive by the Company, as
Director of Legal & Regulatory Affairs/Corporate Secretary or in any other
capacity, after the termination of this Agreement as a result of a Failure to
Renew. Except as specifically set forth herein, the terms and provisions of this
Agreement shall not govern, control or be applied to any such continued
employment of the Executive by the Company in any capacity after the termination
of this Agreement as a result of a Failure to Renew. Notwithstanding any other
provision of this Agreement, nothing contained in this Agreement shall be deemed
to create any obligation on the part of the Company or the Executive to extend
this Agreement beyond the Initial Term or any Renewal Term.

          (c)  Duration of Employment Pursuant to this Agreement.
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Notwithstanding any Failure to Renew this Agreement, the employment of the
Executive under this Agreement shall be terminated only pursuant to, and in
compliance with, the terms and conditions set forth in Section 6 herein.  A
Failure to Renew this Agreement in and of itself shall not (i) constitute
termination of the employment of the Executive under this Agreement pursuant to,
or for purposes of, any provision of Section 6 herein or (ii) give rise to any
obligation on the part of the Company to make, or any right on the part of the
Executive to receive, any payments or other benefits provided for pursuant to
Section 6 herein.

     3.   Duties.  The Executive shall perform the duties and discharge the
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responsibilities of Director of Legal & Regulatory Affairs/Corporate Secretary
of the Company, [all as set forth in the Bylaws of the Company,] and shall
perform all other duties and responsibilities as may reasonably be assigned from
time to time by the Chief Executive Officer of the Company.  The Executive
agrees to devote substantially all of his business time to the Company's
business and affairs and the performance of the services provided for herein.

     4.   Compensation.  For the services rendered by the Executive to the
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Company under this Agreement, the Company shall compensate the Executive as
follows:

          (a)  Salary. The Company shall pay the Executive for services an
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annual salary of $117,000.00 (the "Annual Base Salary"), payable in accordance
with the payroll practices of the Company applicable to all employees and
subject to periodic review and increase in accordance with the Company's salary
administration program and policies as may be in effect from time to time.

          (b)  Bonus and Executive Benefits.  The Executive shall be entitled to
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participate, on an equitable basis with other executive personnel of the
Company, in such bonus programs as the Company may extend from time to time to
its executive personnel.  The Executive shall be entitled to receive, on the
same basis as other executive personnel of the Company, group employee benefits
such as sick leave, group disability and health,

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life and accident insurance and similar benefits as the Company may extend from
time to time to its employees.

          (c)  Other Benefits.  The Executive shall be entitled to receive such
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additional benefits as are set forth in Schedule 1 hereto on the terms and
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conditions set forth in such schedule.

     5.   Reimbursement of Business Expenses. The Company shall promptly
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reimburse the Executive for all reasonable travel and other business expenses
incurred by him in the performance of his duties and responsibilities hereunder,
subject to such reasonable requirements with respect to substantiation and
documentation as may be specified by the Company.

     6.   Termination.
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          (a)  Termination for Cause.  The Company may terminate the employment
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of the Executive hereunder if the Executive (i) commits any violation of any
law, rule or regulation or of a cease and desist order with respect to Premier,
the Company or any of their subsidiaries (each hereinafter referred to as a
"Subsidiary") which has become final, (ii) engages or participates in any unsafe
or unsound practice in connection with Premier, the Company or any Subsidiary
regardless of whether actual harm or damages result to Premier, the Company or
any Subsidiary, (iii) commits or engages, or fails to commit or engage, in any
act or practice, which action or practice or the failure to engage in such
action or practice involves personal dishonesty on the part of the Executive or
demonstrates a willful or continuing disregard for the best interests of
Premier, the Company, or any Subsidiary, (iv) is adjudicated to be of an unsound
mind, (v) is adjudicated to be bankrupt, (vi) intentionally destroys the
property of Premier, the Company or any Subsidiary, (vii) breaches or violates

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