FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-16272
HOMETOWN BANCORPORATION, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 06-1199559
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.
20 WEST AVENUE, P. O. BOX 1265, DARIEN, CONNECTICUT 06820
(Address of principal executive offices)
(203) 656-2265
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
______ _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common stock, $1.00 par value: 1,683,146 shares as of July 31, 1995
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The information required by Item 1 of Part I of Form 10-Q for the period
ended June 30, 1995 is the subject of a Form 12b-25 filed by Hometown
Bancorporation, Inc. (the "COMPANY") on the date hereof.
Item 2.
The information required by Item 2 of Part I of Form 10-Q for the
period ended June 30, 1995 is the subject of a Form 12b-25 filed by the
Company on the date hereof.
PART II
Item 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The 1995 Annual Meeting of Shareholders of the Company was held on
May 25, 1995.
(b) No response required in accordance with Instruction 3 to Item 4.
(c) The following matters were voted upon at the meeting and the
numbers of votes cast for, against, abstained or withheld, and broker
non-votes are as follows:
Election of the following individuals to the Board of Directors:
FOR WITHHELD BROKER NONVOTES
Richard A. Allen 1,498,746 19,650 0
Kevin E. Gage 1,498,546 19,850 0
Louis T. Hagopian 1,499,146 19,250 0
Arnold H. Libner 1,498,446 19,950 0
Joseph G. McIntyre, Jr. 1,499,146 19,250 0
Douglas D. Milne, III 1,498,446 19,950 0
Charles E. Waggner 1,499,146 19,250 0
Robert O. White 1,498,446 19,950 0
Appointment of Price Waterhouse LLP as independent auditors for the
year 1995 -- 1,511,191 for, 4,700 against, 10,756 abstained, and no
broker non-votes.
Approval of the Hometown Bancorporation, Inc. 1995 Omnibus Stock
Incentive Program -- 838,767 for; 82,094 against, 10,756 abstained and
586,779 broker non-votes.
(2)
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(d) Not applicable.
PART II
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT NO. DESCRIPTION
10(1) Hometown Bancorporation, Inc. 1995 Omnibus Stock
Incentive Program.
10(2) Amendment No. 2, dated as of June 16, 1995 to Employment
Agreement dated as of January 2, 1991 among Hometown
Bancorporation, Inc., The Bank of Darien and Kevin E.
Gage.
10(3) Lease Modification Agreement, dated as of May 1, 1995,
between NMJ Realty Limited Partnership and The Bank of
Darien.
27 Financial Data Schedule (to be filed by amendment).
(b) REPORTS ON FORM 8-K
The Company filed no reports of Form 8-K during the second quarter
of 1995.
(3)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
HOMETOWN BANCORPORATION, INC.
By: /S/ KEVIN E. GAGE
Kevin E. Gage, President and
Chief Executive Officer (on behalf
of the Company and as acting chief
financial officer)
August 14, 1995
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10(1) Hometown Bancorporation, Inc. 1995 Omnibus Stock
Incentive Program.
10(2) Amendment No. 2, dated as of June 16, 1995 to Employment
Agreement dated as of January 2, 1991 among Hometown
Bancorporation, Inc., The Bank of Darien and Kevin E.
Gage.
10(3) Lease Modification Agreement, dated as of May 1, 1995,
between NMJ Realty Limited Partnership and The Bank of
Darien.
27 Financial Data Schedule (to be filed by amendment).
EXHIBIT 10(1)
HOMETOWN BANCORPORATION, INC.
1995 OMNIBUS STOCK INCENTIVE PROGRAM
1. PURPOSE. The Hometown Bancorporation, Inc. 1995 Omnibus
Stock Incentive Program (the "Plan") is intended to provide incentives
which will attract and retain highly competent persons as officers and
key employees of Hometown Bancorporation, Inc. (the "Company") and its
subsidiaries by providing them opportunities to acquire shares of Common
Stock, par value $1.00 per share ("Common Stock"), of the Company or to
receive monetary payments based on the value of such shares pursuant to
the Benefits described herein.
2. ADMINISTRATION. The Plan will be administered by the
Executive Compensation Committee of the Board of Directors or another
committee (the "Committee") appointed by the Board of Directors of the
Company from among its members which shall be comprised of not less than
two non-employee members of the Board; PROVIDED, HOWEVER, that as long
as the Common Stock of the Company is registered under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), members of the
Committee must qualify as disinterested persons within the meaning of
Rule 16b-3 under the 1934 Act. The Committee is authorized, subject to
the provisions of the Plan, to establish such rules and regulations as
it deems necessary for proper administration of the Plan and to make
such determinations and interpretations and to take such action in
connection with the Plan and any Benefits (as defined below) granted
hereunder as it deems necessary or advisable. All determinations and
interpretations made by the Committee shall be binding and conclusive on
all participants and their legal representatives. No member of the
Board, no member of the Committee and no employee of the Company or its
subsidiaries shall be liable for any act or failure to act hereunder, by
any other member or employee or by an agent to whom duties in connection
with the administration of this Plan have been delegated or, except in
circumstances involving his bad faith, gross negligence or fraud, for
any act or failure to act by the member or employee.
3. PARTICIPANTS. Participants will consist of such officers
and key employees of the Company or its subsidiaries. Designation of a
participant in any year shall not require the Committee to designate
such person to receive a Benefit in any other year or, once designated,
to receive the same type or amount of Benefit as granted to the
participant in any year. The Committee shall consider such factors as
it deems pertinent in selecting participants and in determining the type
and amount of their respective Benefits.
4. TYPE OF BENEFITS. Benefits under the Plan may be granted
in any one or a combination of (a) Stock Options, (b) Stock Appreciation
Rights, and (c) Stock Awards, all as described below (collectively
"Benefits").
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5. SHARES RESERVED UNDER THE PLAN. One hundred thousand
(100,000) shares of the authorized but unissued shares of Common Stock
are reserved for issue and may be issued in connection with Benefits
granted under the Plan. Any shares subject to Stock Options or Stock
Appreciation Rights or issued under such options or rights or as Stock
Awards may thereafter be subject to new options, rights or awards under
this Plan if there is a lapse, expiration or termination of any such
options, rights or awards prior to issuance of the shares or the payment
of the equivalent or if shares are issued under such options or rights
or as such awards, and thereafter are reacquired by the Company pursuant
to rights reserved by the Company upon issuance thereof, subject to any
Securities and Exchange Commission rules regarding the availability of
such shares.
6. STOCK OPTIONS. Stock Options will consist of awards from
the Company, in the form of agreements, which will enable the holder to
purchase a specific number of shares of Common Stock, at set terms and
at a fixed purchase price, subject to adjustment as hereinafter
provided. Stock Options may be "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code ("Incentive Stock
Options") or Stock Options which do not constitute Incentive Stock
Options ("Nonqualified Stock Options"). The Committee will have the
authority to grant to any participant one or more Incentive Stock
Options, Nonqualified Stock Options, or both types of Stock Options, (in
each case with or without Stock Appreciation Rights). Each Stock Option
shall be subject to such terms and conditions consistent with the Plan
as the Committee may impose from time to time, subject to the following
limitations:
a) EXERCISE PRICE. Each Stock Option granted hereunder
shall have such per-share exercise price as the Committee may determine
at the date of grant; PROVIDED, HOWEVER, that the per-share exercise
price for Incentive Stock Options shall not be less than 100% of the
Fair Market Value of the Common Stock on the date the option is granted;
and PROVIDED, FURTHER, that the per-share exercise price for
Nonqualified Stock Options shall not be less than 85% of the Fair Market
Value of the Common Stock on the date the option is granted.
b) PAYMENT OF EXERCISE PRICE. The option exercise price
may be paid by check or, in the discretion of the Committee, by the
delivery of shares of Common Stock, or a combination thereof, or such
other consideration as the Committee may deem appropriate. In the
discretion of the Committee, payment may also be made by delivering a
properly executed exercise notice to the Company together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company
the amount of sale or loan proceeds to pay the exercise price. To
facilitate the foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms.
c) EXERCISE PERIOD. Stock Options granted under the
Plan shall be exercisable at such time or times and subject to such
terms and conditions as shall be
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determined by the Committee; PROVIDED, HOWEVER, that no Stock Options
shall be exercisable earlier than six months after the date they are
granted. In addition, Stock Options shall not be exercisable later than
ten years after the date they are granted. All Stock Options shall
terminate at such earlier times and upon such conditions or
circumstances as the Committee shall in its discretion set forth in such
Stock Option at the date of grant.
d) LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive
Stock Options may be granted only to participants who are employees of
the Company or one of its subsidiaries (within the meaning of Section
424(f) of the Internal Revenue Code) at the date of grant. The
aggregate Fair Market Value (determined as of the time the option is
granted) of the Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by a participant during any
calendar year (under all option plans of the Company) shall not exceed
$100,000.00. Incentive Stock Options may not be granted to any
participant who, at the time of grant, owns stock possessing (after the
application of the attribution rules of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of
the Company, unless the option price is fixed at not less than 110% of
the Fair Market Value of the Common Stock on the date of grant and the
exercise of such option is prohibited by its terms after the expiration
of five years from the date of grant of such option.
7. STOCK APPRECIATION RIGHTS. The Committee may, in its
discretion, grant Stock Appreciation Rights to the holders of any Stock
Options granted hereunder. In addition, Stock Appreciation Rights may
be granted independently of and without relation to Stock Options. Each
Stock Appreciation Right shall be subject to such terms and conditions
consistent with the Plan as the Committee shall impose from time to
time, including the following:
a) A Stock Appreciation Right relating to a Nonqualified
Stock Option may be made part of such option at the time of its grant or
at any time thereafter up to six months prior to its expiration, and a
Stock Appreciation Right relating to an Incentive Stock Option may be
made part of such option only at the time of its grant.
b) Each Stock Appreciation Right will entitle the holder
to elect to receive the appreciation in the Fair Market Value of the
shares for which such Stock Appreciation Right is exercised as of the
date the right is exercised. In the case of a Stock Appreciation Right
issued in tandem with a Stock Option, such appreciation per share shall
be equal to the difference between the exercise price of the related
Stock Option and the Fair Market Value per share of Common Stock on the
date the Stock Appreciation Right is exercised. In the case of a Stock
Appreciation Right not issued in tandem with a Stock Option, such
appreciation per share shall be equal to the difference between the Fair
Market Value per share of Common Stock on the date the Stock
Appreciation Right was granted and the Fair Market Value per share of
Common Stock on the date the Stock
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4
Appreciation Right is exercised. Payment of such appreciation shall be
made in cash or in Common Stock, or a combination thereof, as set forth
in the award.
c) Each Stock Appreciation Right will be exercisable at
the time and to the extent set forth therein, but no Stock Appreciation
Right may be exercisable earlier than six months after the date it was
granted or later than the earlier of (i) the term of the related Stock
Option, if any, or (ii) ten years after it was granted. Exercise of a
Stock Appreciation Right shall reduce the number of shares issuable
under the Plan (and the related Stock Option, if any) by the number of
shares with respect to which the Stock Appreciation Right is exercised.
8. STOCK AWARDS. Stock Awards will consist of Common Stock
transferred to participants without other payments therefor as
additional compensation for services to the Company. Stock Awards shall
be subject to such terms and conditions as the Committee determines
appropriate, including, without limitation, restrictions on the sale or
other disposition of such shares, the right of the Company to reacquire
such shares for no consideration upon termination of the participant's
employment within specified periods and conditions requiring that the
shares be earned in whole or in part upon the achievement of performance
goals established by the Committee over a designated period of time.
The Committee may require the participant to deliver a duly signed stock
power, endorsed in blank, relating to the Common Stock covered by a
Stock Award. The Committee may also require that the stock certificates
evidencing such shares be held in custody with the Company until the
restrictions thereon shall have lapsed. The Stock Awards shall specify
whether the participant shall have, with respect to the shares of Common
Stock subject to a Stock Award and prior to the lapse of any
restrictions thereon, all of the rights of a holder of shares of Common
Stock of the Company, including the right to receive dividends and to
vote the shares. In the event any shares of Common Stock subject to a
Stock Award are reacquired by the Company or are not earned in
accordance with the terms and conditions of such Stock Award, the
participant shall thereafter have no rights as a stockholder of the
Company in respect of such shares.
9. ADJUSTMENT PROVISIONS.
a) If the Company shall at any time change the number of
issued shares of Common Stock without new consideration to the Company
(such as by stock dividend, stock split, recapitalization,
reorganization, exchange of shares, liquidation, combination or other
change in corporate structure affecting the Common Stock), the total
number of shares available for Benefits under this Plan shall be
appropriately adjusted and the number of shares covered by each
outstanding Benefit and the reference price or Fair Market Value for
each outstanding Benefit shall be adjusted so that the net value of such
Benefit shall not be changed.
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5
b) In the case of any sale of assets, merger,
consolidation, combination or other corporate reorganization or
restructuring of the Company with or into another corporation which
results in the outstanding Common Stock being converted into or
exchanged for different securities, cash or other property, or any
combination thereof (an "Acquisition"), subject to the provisions of
this Plan and any limitation applicable to the Benefit:
(1) any participant to whom a Stock Option has been
granted shall have the right thereafter and during the term of the Stock
Option, to receive upon exercise thereof in whole or in part the
Acquisition Consideration (as defined below) receivable upon the
Acquisition by a holder of the number of shares of Common Stock which
might have been obtained upon exercise of the Stock Option or portion
thereof, as the case may be, immediately prior to the Acquisition; or
(2) any participant to whom a Stock Appreciation
Right has been granted shall have the right thereafter and during the
term of such Stock Appreciation Right to receive upon exercise thereof
in whole or in part the difference between the Fair Market Value per
share of Common Stock on the date the Stock Appreciation Right was
granted and the fair market value of the Acquisition Consideration on
the date the Stock Appreciation Right is exercised multiplied by the
number of shares as to which the Stock Appreciation Right is exercised.
The term "Acquisition Consideration" shall mean the kind and
amount of securities, cash or other property or any combination thereof
receivable in respect of one share of Common Stock upon consummation of
an Acquisition.
c) Notwithstanding any other provision of this Plan, the
Committee may authorize the issuance, continuation or assumption of
Benefits or provide for other equitable adjustments after changes in the
Common Stock resulting from any other merger, consolidation, sale of
assets, acquisition of property or stock, recapitalization,
reorganization or similar occurrence upon such terms and conditions as
it may deem equitable and appropriate.
10. NONTRANSFERABILITY.
a) Each Benefit granted under the Plan to a participant
shall not be transferable and shall be exercisable, during the
participant's lifetime, only by the participant.
b) If the participant shall cease to be a regular full-
time employee of the Company or its subsidiaries for any reason other
than a termination for cause or a termination by reason of death, any
unexercised portion of said Stock Option or Stock Appreciation Right
shall terminate sixty (60) days after the date of the termination of
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6
employment, or upon the expiration of the Stock Option or Stock
Appreciation Right, whichever shall first occur.
c) In the event that the participant's employment is
terminated for cause, the unexercised portion of the Stock Option or
Stock Appreciation Right shall terminate immediately upon the giving of
the notice of such termination. For purposes of this paragraph, "for
cause" shall mean incompetence, gross negligence, insubordination,
conviction of a felony or willful misconduct by the participant as
determined in good faith by the Board of Directors of the Company, the
Committee or the Board of Directors of the subsidiary of the Company by
which the participant is employed. Nothing in this Plan or in any Stock
Option or Stock Appreciation Right granted pursuant to this Plan shall
confer on any participant the right to continue in the employ of the
Company or any of its subsidiaries, or interfere in any way with the
right of the Company or any of its subsidiaries to terminate the
participant's employment at any time.
d) In the event of the death of the participant, the
participant's estate shall have the privilege of exercising any Stock
Options or Stock Appreciation Rights not theretofore exercised by the
participant, to the extent that the participant was entitled to exercise
such rights on the date of the participant's death; but in such event,
the period of time within which the purchase or exercise may be made
shall be the earlier of (a) 180 days next succeeding the death of the
participant or (b) the expiration of the term of the Stock Option or
Stock Appreciation Right.
11. OTHER PROVISIONS. The award of any Benefit under the Plan
may also be subject to such other provisions (whether or not applicable
to any Benefit awarded to any other participant or to any other Benefit
awarded to the participant) as the Committee determines appropriate,
including without limitation, provisions for the installment purchase of
Common Stock under Stock Options, provisions for the installment
exercise of Stock Appreciation Rights, provisions to assist the
participant in financing the acquisition of Common Stock, provisions for
the forfeiture of, or restrictions on resale or other disposition of
shares acquired under any form of Benefit, provisions for the
acceleration of exercisability or vesting of Benefits in the event of a
change of control of the Company, provisions for the payment of the
value of Benefits to participants in the event of a change of control of
the Company, provisions for the forfeiture of, or provisions to comply
with federal and state securities laws, or understandings or conditions
as to the participant's employment in addition to those specifically
provided for under the Plan.
12. FAIR MARKET VALUE. For purposes of this Plan and any
Benefits awarded hereunder, "Fair Market Value" shall be the average of
the highest and lowest sale prices for the Company's Common Stock on the
date of calculation (or on the last preceding trading date if the
Company's Common Stock was not traded on the date of calculation) if the
Company's Common Stock is readily tradable on a national securities
exchange or other market system, and if the Company's Common Stock is
not readily
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tradable, Fair Market Value shall mean the amount determined in good
faith by the Committee as the fair market value of the Common Stock of
the Company.
13. WITHHOLDING. All payments or distributions made pursuant
to the Plan shall be net of any amounts required to be withheld pursuant
to applicable federal, state and local tax withholding requirements. If
the Company proposes or is required to distribute Common Stock pursuant
to the Plan, it may require the recipient to remit to it an amount
sufficient to satisfy such tax withholding requirements prior to the
delivery of any certificates for such Common Stock. The Committee may,
in its discretion and subject to such rules as it may adopt, permit a
participant to pay all or a portion of the federal, state and local
withholding taxes arising in connection with (a) the exercise of a
Nonqualified Stock Option or a Stock Appreciation Right or (b) the
receipt or vesting of a Stock Award, by electing to have the Company
withhold shares of Common Stock having a Fair Market Value equal to the
amount to be withheld.
14. TENURE. A participant's right, if any, to continue to
serve the Company or a subsidiary of the Company as an officer,
employee, or otherwise, shall not be enlarged or otherwise affected by
his designation as a participant under the Plan.
15. DURATION, AMENDMENT AND TERMINATION. No Benefit shall be
granted more than ten years after the date of the approval of the Plan
by the stockholders of the Company; PROVIDED, HOWEVER, that the terms
and conditions applicable to any Benefit granted prior to such date may
thereafter be amended or modified by mutual agreement between the
Company and the participant or such other persons as may then have an
interest therein. Also, by mutual agreement between the Company and a
participant hereunder or under any other present or future plan of the
Company, Benefits may be granted to such participant in substitution and
exchange for, and in cancellation of, any Benefits previously granted
such participant under the Plan, or any other present or future plan of
the Company. The Board of Directors may amend the Plan from time to
time or terminate the Plan at any time. However, no action authorized
by this paragraph shall reduce the amount of any existing Benefit or
change the terms and conditions thereof without the participant's
consent. No amendment of the Plan shall, without approval of the
stockholders of the Company, (i) materially increase the total number of
shares which may be issued under the Plan; (ii) materially increase the
amount or type of Benefits that may be granted under the Plan; (iii)
materially modify the requirements as to eligibility for Benefits under
the Plan; (iv) result in any member of the Committee losing his or her
status as a disinterested person under Rule 16b-3 under the 1934 Act; or
(vi) extend the term of this Plan.
16. GOVERNING LAW. The Plan, Benefits granted hereunder and
actions taken in connection herewith shall be governed and construed in
accordance with the laws of the State of Connecticut (regardless of the
law that might otherwise govern under applicable Connecticut principles
of conflict of laws).
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17. GOVERNMENT REGULATIONS. The Plan and the grant and
exercise of Benefits hereunder, and the obligation of the Company to
sell and deliver shares under such Benefits, shall be subject to all
applicable laws, rules and regulations, including without limitation all
applicable federal and state securities laws.
18. STOCKHOLDER APPROVAL. The Plan was adopted by the Board
of Directors of the Company on February 16, 1995. The Plan and any
Benefits granted thereunder shall be null and void if stockholder
approval is not obtained within twelve (12) months of the adoption of
the Plan by the Board of Directors.
EXHIBIT 10(2)
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Amendment No. 2, dated as of this 16th day of June, 1995 (this
"AMENDMENT NO. 2"), by and among HOMETOWN BANCORPORATION, INC., a
Delaware Corporation having its principal place of business at 20 West
Avenue, Darien, Connecticut 06820 (the "COMPANY"), THE BANK OF DARIEN, a
Connecticut bank having its principal place of business at 20 West
Avenue, Darien, Connecticut 06820 (the "BANK"), and Kevin E. Gage, an
individual whose address is set forth opposite such individual's
signature hereto (the "EMPLOYEE") to the Employment Agreement, dated as
of January 2, 1991, as amended by Amendment No. 1 thereto dated as of
November 8, 1993 (as so amended the "AGREEMENT"), between the Bank and
the Employee.
WHEREAS, the Employee continues to be employed by the Company
and the Bank pursuant to the terms of the Agreement; and
WHEREAS, the Company, the Bank and the Employee wish to amend
the Agreement in certain respects as provided in this Amendment No. 2;
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the parties agree as follows:
1. Section 8.3(b) of the Agreement is hereby amended to read
in its entirety as follows:
(b) a lump-sum severance payment (the
"SEVERANCE PAYMENT") equal to 2.99 x the Employee's
annual base salary as of the Date of Termination.
2. Except as amended by this Amendment No. 2, the terms of the
Agreement shall remain in full force and effect; PROVIDED, HOWEVER, if
any provision of this Amendment No. 2 shall be invalid or unenforceable
in accordance with its terms, the
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corresponding provision of the Agreement (without giving effect to this
Amendment No. 2) shall be the agreement of the parties with respect to
the subject matter of such provision.
HOMETOWN BANCORPORATION, INC.
By: /s/ DOUGLAS D. MILNE, III
Douglas D. Milne, III
Chairman of the Board
THE BANK OF DARIEN
By: /s/ DOUGLAS D. MILNE, III
Douglas D. Milne, III
Chairman of the Board
/s/ KEVIN E. GAGE
Address of Employee: Kevin E. Gage, Employee
27 Merry Lane
Weston, CT 06883
EXHIBIT 10(3)
LEASE MODIFICATION AGREEMENT
THIS LEASE MODIFICATION AGREEMENT, dated as of May 1, 1995 (this
"Agreement"), is between NJM Realty Limited Partnership, a Connecticut
limited partnership having an address c/o Frank Mercede & Son, Inc., 700
Canal Street, Stamford, Connecticut 06902 ("Landlord") and The Bank of
Darien, a Connecticut banking corporation having a place of business at 20
West Avenue, Darien, Connecticut 06820-1265 ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant are parties to that certain lease
dated as of January 29, 1987 (the "Lease"), as same was amended by a
certain agreement acknowledged by Landlord on April 21, 1987 and by Tenant
on May 14, 1987, covering certain premises known as 20 West Street,
Darien, Connecticut, as more particularly described in the Lease (the
"Demised Premises");
WHEREAS, Landlord has entered into a certain agreement, dated
6/19/95 (the "Parking Agreement"), with the Town of Darien (the "Town")
attached hereto as Exhibit A; and
WHEREAS, Landlord and Tenant desire to further modify the Lease
as set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained
herein and of other good and valuable consideration, the mutual receipt
and sufficiency of which is acknowledged by each of Landlord and Tenant,
Landlord and Tenant hereby agree as follows:
1. TERM - Sections 3(a) through (c) of the Lease shall be
amended in their entirety. Landlord and Tenant agree that the term of the
Lease has commenced with respect to the entire Demised Premises and that
the term shall expire at 11:59 p.m. on May 31, 2010 (the "Expiration
Date").
2. RENT - Section 4 of the Lease shall be amended in its
entirety. From and after June 1, 1995, through the Expiration Date,
Tenant shall pay to Landlord basic annual rent in the amount of
$527,000.00 (based on a lease year beginning June 1 and ending May 31), in
equal monthly installments of $43,916.67.
3. ASSIGNMENT/SUBLET - Landlord acknowledges that Vincent
Andrews Management Corp. ("Subtenant") occupies a portion of the Demised
Premises pursuant to a sublease with Tenant. Tenant agrees that it shall
remain fully liable for the performance of its obligations under the Lease
with respect to the sublet space and shall be responsible for causing
Subtenant to abide by all of the terms, covenants and conditions of the
Lease. Landlord is not a party to the sublease between Tenant and
Subtenant and shall not be bound by any of its terms.
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Any future subletting by Tenant shall be in strict compliance with Section
22A of the Lease.
4. SECURITY DEPOSIT - Notwithstanding anything to the contrary
in Section 18 of the Lease, Landlord shall not be required to place any
security deposit in an account with Tenant. Tenant acknowledges that NJM
did not assign the security deposit ($56,458.34) to Landlord. Landlord
shall have no obligation to establish a separate account for an amount
equal to the original security deposit, but Landlord shall, within 30 days
after the Expiration Date, return the sum of $56,458.34 to Tenant, without
interest, provided Tenant has fully performed all of its obligations under
the Lease.
5. NOTICES - Section 24 of the Lease shall be deleted in its
entirety. Any notice, statement, demand, consent, approval or other
communication required or permitted to be given, rendered or made by
either party to the other, pursuant to this lease or pursuant to any
applicable law or requirement of public authority, shall be in writing
(whether or not so stated elsewhere in this lease) and shall be deemed to
have been properly given, rendered or made only if sent by registered or
certified mail, return receipt requested, posted in a United States post
office station or letter box in the continental United States or sent via
hand delivery or nationwide overnight courier, addressed to the other
party at the respective addresses hereinabove set forth, unless either
party gives notice to the contrary. Copies of any notice given to
Landlord or Tenant shall be given to the following parties:
In the case of Landlord:
Christy & Viener
620 Fifth Avenue
New York, New York 10020
Attention: Mitchell J. Nelson, Esq.
In the case of Tenant:
Kleban & Samor, P.C.
2425 Post Road
Southport, Connecticut 06490
Attention: Peter L. Masanotti, Esq.
6. PARKING AGREEMENT - Landlord hereby grants Tenant a
revocable license (the "License") to use any and all parking spaces
granted to Landlord by the Town under the terms of the Parking Agreement,
and Tenant agrees to use such parking spaces in compliance with the terms
of the Parking Agreement. The Landlord will cause the town to issue the
58 exclusive parking permits in the name of the tenant. The term of the
License and the right to use parking permits shall expire on the date that
the term of the Lease expires (whether such termination of the Lease
occurs by the terms of the Lease or otherwise), without the need of
further notice from Landlord to Tenant.
<PAGE>
3
7. RATIFICATION OF LEASE - Landlord and Tenant hereby ratify and confirm
the Lease, as modified by this Agreement, in all respects. Tenant
acknowledges that the landlord under the Lease has performed all of its
obligations under the Lease through the date hereof and waives and
releases any claims it may have against Landlord with respect to the Lease
or the Demised Premises arising in any manner from any act or omission of
the landlord under the Lease prior to the date hereof, including, without
limitation, any claims related in any way to the adequacy of parking on or
about the Demised Premises or the rearrangement thereof by the Town in
accordance with the Parking Agreement or otherwise, or square footage
calculations with respect to the Demised Premises, each of which Tenant
hereby acknowledges and agrees have been and remain satisfactory in all
respects. Any references in the Lease to "this Lease" or "the Lease"
shall mean the Lease as amended hereby. Landlord and Tenant acknowledge
and agree that the Lease has not been modified except as (i) indicated in
the first recital hereof and (ii) expressly set forth herein.
IN WITNESS WHEREOF, Landlord and Tenant have executed this
Agreement as of the date first above written.
Landlord:
NJM Realty Limited Partnership
By /s/ F. J. MERCEDE
Frank Joseph Mercede, its general partner
Tenant:
The Bank of Darien
By: /s/ KEVIN E. GAGE
Kevin E. Gage
President and CEO
<PAGE>
4
STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 20th day of June, 1995, before me personally appeared
FRANK JOSEPH MERCEDE, general partner of NJM Realty Limited Partnership, a
Connecticut limited partnership, hereunto duly authorized, signer of the
foregoing agreement and acknowledged the same to be his free act and deed
and the free act and deed of said limited partnership, before me.
/s/ Steven Grushkin
Steven Grushkin
STATE OF CONNECTICUT )
) ss.: Stamford
COUNTY OF FAIRFIELD )
On this 20th day of June, 1995, before me personally appeared
KEVIN E. GAGE, President and CEO of THE BANK OF DARIEN, a Connecticut
banking corporation, hereunto duly authorized, signer of the foregoing
agreement and acknowledged the same to be his free act and deed and the
free act and deed of said bank, before me.
/s/ Peter L. Masanotti
Peter L. Masanotti
Commissioner of the Superior Court
