EXHIBIT 10.5
AMENDMENT NUMBER 2 TO THE AGREEMENT
AMONG
PITTSBURGH HOME FINANCIAL CORP.,
PITTSBURGH HOME SAVINGS BANK
AND
XXXXXXX X. XXXX
WHEREAS, Pittsburgh Home Financial Corp. (the "Corporation"), a
Pennsylvania corporation, Pittsburgh Home Savings Bank, a Pennsylvania-chartered
savings bank (the "Savings Bank") and Xxxxxxx X. Xxxx (the "Executive") entered
into an Agreement dated July 25, 1996 in connection with his employment with the
Corporation and the Savings Bank (together, the "Employers");
WHEREAS, on April 23, 1998, the Employers and the Executive amended the
Agreement to extend the term of employment under the Agreement from two years to
three years;
WHEREAS, the Employers desire to modify the termination provisions of
the Agreement to increase the cash severance amount in accordance with the
extension of the term of employment; and
WHEREAS, Section 11 of the Agreement provides that no provisions of the
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by the Executive and such officer or
officers as may be specifically designated by the Board of Directors of the
Employers to sign on their behalf.
NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual
covenants herein set forth, the Employers and the Executive do hereby agree that
Section 5(c) of the Agreement is modified to read as set forth below:
(c) In the event that (i) Executive's employment is terminated
by the Employers for other than Cause, Disability, Retirement or the
Executive's death, or (ii) such employment is terminated by the
Executive (a) due to a material breach of this Agreement by the
Employers, which breach has not been cured within fifteen (15) days
after a written notice of non-compliance has been given by the
Executive to the Employers, or (b) for Good Reason, then the Employers
shall:
(A) pay to the Executive, in thirty-six (36) equal
monthly installments beginning with the first business day of
the month following the Date of Termination, a cash severance
amount equal to three (3) times the Executive's Base Salary,
and
(B) maintain and provide for a period ending at the
earlier of (i) the expiration of the remaining term of
employment pursuant hereto prior to
- 2 -
the Notice of Termination or (ii) the date of the Executive's
full-time employment by another employer (provided that the
Executive is entitled under the terms of such employment to
benefits substantially similar to those described in this
subparagraph (B)), at no additional cost to the Executive
beyond that which the Executive is responsible for prior to
the Date of Termination, the Executive's continued
participation in all group insurance, life insurance, health
and accident, disability and other employee benefit plans,
programs and arrangements in which the Executive was entitled
to participate immediately prior to the Date of Termination
(other than stock option and restricted stock plans of the
Employers), provided that in the event that the Executive's
participation in any plan, program or arrangement as provided
in this subparagraph (B) is barred, or during such period any
such plan, program or arrangement is discontinued or the
benefits thereunder are materially reduced, the Employers
shall arrange to provide the Executive with benefits
substantially similar to those which the Executive was
entitled to receive under such plans, programs and
arrangements immediately prior to the Date of Termination.
IN WITNESS WHEREOF, the parties have duly executed this Amendment
Number 2 to the Agreement as of this 25th day of June 1998.
PITTSBURGH HOME FINANCIAL CORP.
Attest:
By: /s/ J. Xxxxx Xxxxxx
-----------------------------------
/s/ Xxxxxxx X. Xxxxx J. Xxxxx Xxxxxx
----------------------------------- Chairman, President and Chief
Xxxxxxx X. Xxxxx, Secretary Executive Officer
Witness
PITTSBURGH HOME SAVINGS BANK
Attest:
By: /s/ J. Xxxxx Xxxxxx
-----------------------------------
/s/ Xxxx X. Xxxxxx J. Xxxxx Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx, Secretary Chairman, President and Chief
Executive Officer
EXECUTIVE
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Xxxxxxx X. Xxxx
