EXHIBIT 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 1st day of January,
1995, by and among PENNS XXXXX BANCORP, INC. ("Penns Xxxxx"), a
Pennsylvania business corporation, JERSEY SHORE STATE BANK
("Jersey Shore"), a Pennsylvania state banking institution and a
wholly-owned subsidiary of Penns Xxxxx, and XXXXXXXX X. XXXXX, an
adult individual (the "Executive").
WHEREAS, Penns Xxxxx desires to employ the Executive as
its President and Chief Executive Officer and Jersey Shore
desires that the Executive serve as Jersey Shore's President and
Chief Executive Officer under the terms and conditions set forth
herein; and
WHEREAS, the Executive desires to serve Penns Xxxxx and
Jersey Shore in an executive capacity under the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein and intending to be
legally bound hereby, the parties agree as follows:
1. TERMS OF EMPLOYMENT. Penns Xxxxx and Jersey Shore
shall hereby employ the Executive and the Executive hereby
accepts employment with Penns Xxxxx and Jersey Shore for a term
of three (3) years beginning on January 1, 1995, and terminating
on December 31, 1997, subject, however, to prior termination of
this Agreement as set forth below. Furthermore, on the first
anniversary date of this Agreement, the term hereof shall be
extended for another twelve (12) full calendar months, and upon
each subsequent anniversary date thereafter the term of this
Agreement shall likewise be extended for an additional twelve
(12) full calendar months. Each such extension of the term of
this Agreement shall be automatic and reoccurring without further
notice unless Penns Xxxxx or Jersey Shore provides the Executive
written notice of its intention not to extend this Agreement,
which written notice must be given by Penns Xxxxx or the
Executive not less than thirty (30) days before an applicable
anniversary date.
2. POSITION AND DUTIES. The Executive shall serve as
(a) the President and Chief Executive Officer of Penns Xxxxx and
of Jersey Shore reporting only to the Boards of Directors of
Penns Xxxxx and Jersey Shore, and (b) as a director and Chairman
of the Board of Directors of Penns Xxxxx and Jersey Shore. The
Executive shall have supervision and control over, and
responsibility for, the general management and operation of Penns
Xxxxx and Jersey Shore, and shall have such other powers and
duties as may from time to time be prescribed by the Boards of
Directors of Penns Xxxxx and Jersey Shore, provided that such
powers and duties are consistent with the Executive's position as
the President and Chief Executive Officer in charge of
the general management of Penns Xxxxx and Jersey Shore.
3. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive
shall devote all of his working time, ability and attention to
the business of Penns Xxxxx and Jersey Shore during the term of
this Agreement. The Executive shall notify the Boards of
Directors of Penns Xxxxx and Jersey Shore in writing and receive
written approval from Penns Xxxxx and Jersey Shore before the
Executive engages in any other business or commercial activities,
duties or pursuits, including, but not limited to, directorships
of other companies. Under no circumstances may the Executive
engage in any business or commercial activities, duties or
pursuits which compete with the business or commercial activities
of Penns Xxxxx or Jersey Shore, nor may the Executive serve as a
director or officer or in any other capacity in a business or
commercial activity which competes with Penns Xxxxx or Jersey
Shore. Executive shall not be precluded, however, from engaging
in voluntary or philanthropic endeavors, or acquiring, for
investment purposes only, securities of a corporation,
partnership, or other entity that competes with Penns Xxxxx, so
long as such activities are not in conflict with or detrimental
to the Executive's duties under the Agreement.
4. COMPENSATION.
(a) ANNUAL DIRECT SALARY: As compensation for
services rendered to Penns Xxxxx and Jersey Shore under this
Agreement, the Executive shall be entitled to receive from Penns
Xxxxx or Jersey Shore an annual direct salary of One Hundred
Sixty Thousand Dollars ($160,000) per year (the "Annual Direct
Salary"), payable in substantially equal weekly installments (or
at such other intervals as is in accordance with Jersey Shore's
executive payroll policy) prorated for any partial employment
period. The Annual Direct Salary shall be reviewed annually, no
later than December 15 of each calendar year and shall be subject
to an annual adjustment as may be set by the Board of Directors
of Penns Xxxxx and Jersey Shore taking into account the position
and duties of the Executive and the performance of Penns Xxxxx
and Jersey Shore under the Executive's leadership.
Notwithstanding the foregoing, the Annual Direct Salary shall not
be reduced below One Hundred Thousand Dollars ($100,000), without
Executive's consent.
(b) BONUS. The Boards of Directors of Penns
Xxxxx and/or Jersey Shore in their sole discretion may provide
for payment of a periodic bonus to the Executive in such an
amount or nature as either may deem appropriate to provide
incentive to the Executive and to reward the Executive for his
performance. The bonus may take the form of cash or noncash
compensation or any other form of compensation which the Board
may elect to pay, including the issuance of options to acquire
shares of common stock of Penns Xxxxx.
(c) DIRECTOR FEES. The Executive shall be
entitled to director's fees or other compensation as paid to
other members of the Board of Directors of Penns Xxxxx and/or
Jersey Shore which compensation shall be in addition to the
Annual Direct Salary, above. The Executive agrees to serve on
any committee of the Board of Directors of Penns Xxxxx and/or
Jersey Shore or any subsidiary of either without any additional
compensation or fees; provided, however, that in no event shall
the Executive be required to serve on more than three committees
at any one time.
5. FRINGE BENEFITS, VACATION, EXPENSES, AND
PERQUISITES.
(a) EMPLOYEE BENEFIT PLANS. The Executive and
with respect to any medical, health, dental or similar plan, the
Executive's spouse shall be entitled to participate in or receive
benefits under all Penns Xxxxx and Jersey Shore employment
benefit plans including, but not limited to, any pension plan,
profit-sharing plan, medical, health or dental plan, savings
plan, life insurance plan or disability insurance plan as made
available by Penns Xxxxx or Jersey Shore to its senior executive
officers, subject to and in accordance with the terms, conditions
and overall administration of such plans and arrangements.
(b) VACATION, HOLIDAYS, SICK DAYS AND PERSONAL
DAYS. The Executive shall be entitled to the same number of paid
vacation days in each calendar year as paid to other senior
executive officers of Jersey Shore (pro rated in any calendar
year during which the Executive is employed hereunder for less
than the entire year in accordance with the number of days in
such calendar year during which he is so employed over 360 days).
The Executive shall also be entitled to the same number of paid
holidays, sick days and personal days provided by Jersey Shore to
its senior executive officers.
(c) BUSINESS EXPENSES. During the term of his
employment hereunder, the Executive shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by him
(in accordance with the policies and procedures established by
the Boards of Directors of Penns Xxxxx and/or Jersey Shore for
its senior executive officers) in performing services hereunder,
provided that the Executive properly accounts for such expenses
in accordance with Penns Xxxxx' and/or Jersey Shore's policy.
(d) AUTOMOBILE. The Executive shall be entitled
to the use of an automobile, the make and model of which shall be
determined by the Board of Directors of Penns Xxxxx and shall be
purchased or leased by Jersey Shore. The Executive shall also be
entitled to reimbursement for all operating expenses of the
automobile, including, but not limited to, oil, gasoline,
maintenance, repairs and insurance. The use of the automobile
shall be limited to the Executive, his spouse, authorized Jersey
Shore personnel, or a designated driver in the event of an
emergency.
(e) MEMBERSHIP DUES. While serving as President
and Chief Executive Officer of Penns Xxxxx and Jersey Shore,
Executive shall be reimbursed for membership dues to the Clinton
County Country Club and the Xxxx Club, along with such other
reasonable dues as are approved by the Board of Directors of
Penns Xxxxx or Jersey Shore.
6. ADDITIONAL POSITIONS. The Executive agrees to
serve without additional compensation, if elected or appointed to
one or more offices of Penns Xxxxx or Jersey Shore, and/or to one
or more offices or as a director of any of Penns Xxxxx' and/or
Jersey Shore's subsidiaries; provided that, such offices are
consistent with the Executive's position as President and Chief
Executive Officer of Penns Xxxxx and Jersey Shore; and provided
further, that the Executive shall not be required to serve in
more than two additional offices at any one time.
7. DIRECTOR AND OFFICER LIABILITY INSURANCE;
INDEMNIFICATION. Penns Xxxxx shall provide the Executive
(including his heirs, executors, and administrators) with
coverage under a standard directors' and officers' liability
insurance policy, at Penns Xxxxx' expense, in amounts consistent
with amounts provided by peer institutions to their directors and
officers, and shall indemnify him as both a director and as an
officer (and his heirs, executors, and administrators) to the
fullest extent permitted under Pennsylvania law against all
expenses and liabilities reasonably incurred by him in connection
with or arising out of any action, suit, or proceeding in which
he may be involved by reason of his having been an officer or
director of Penns Xxxxx or Jersey Shore (whether or not he
continues to be such an officer or director at the time of
incurring such expenses or liabilities). Such expenses and
liabilities shall include, but not be limited to, judgments,
court costs, and attorneys' fees, and the costs of reasonable
settlements.
8. UNAUTHORIZED DISCLOSURE. During and after the
term of his employment hereunder, the Executive shall not,
without the written consent of the Board of Directors of Penns
Xxxxx or a person authorized thereby, disclose to any person,
other than an employee of Penns Xxxxx or Jersey Shore or a person
to whom disclosure is reasonably necessary or appropriate in
connection with the performance by the Executive of his duties as
an executive of Penns Xxxxx or Jersey Shore, any confidential
information obtained by him while in the employ of Penns Xxxxx or
Jersey Shore with respect to any of Penns Xxxxx' or Jersey
Shore's services, products, improvements, formulas, designs or
styles, processes, customers, methods of business or any business
practices the disclosure of which could be or will be materially
damaging to Penns Xxxxx or Jersey Shore provided, however, that
confidential information shall not include any information known
generally to the public (other than as a result of unauthorized
disclosure by the Executive or any person with the assistance,
consent or direction of the Executive) or any information of a
type not otherwise considered confidential by persons engaged in
the same business or a business similar to that
conducted by Penns Xxxxx or Jersey Shore or any information that
the Executive is required by law to disclose.
9. RESTRICTIVE COVENANT. The Executive covenants and
agrees that he shall not directly or indirectly, within the
market area of Jersey Shore (defined as an area within fifty (50)
miles of any office of Jersey Shore in operation as of the date
of termination of the Executive), enter into or engage in direct
or indirect competition with Penns Xxxxx or Jersey Shore or any
subsidiary of Penns Xxxxx or Jersey Shore, either as an
individual on his own or as a partner or joint venturer, or as a
director, officer, shareholder, employee, agent, independent
contractor, lessor or creditor of or for any person, for a period
of three (3) years after the date of termination of his
employment; provided however, that this section shall be of no
force or effect if and to the extent (a) the Executive is
terminated by Penns Xxxxx or Jersey Shore for other than Cause
(as defined in Paragraph 10(c) hereof) or (b) the Executive
terminates his employment for Good Reason (as defined in
Paragraph 10(e) hereof). The foregoing restriction shall not be
construed to prohibit the ownership by Executive of not more than
five percent (5%) of any class of securities of any corporation,
partnership or other business entity which is in competition with
Penns Xxxxx or Jersey Shore, provided that such ownership
represents a passive investment and that neither Executive nor
any group of persons controlled by the Executive in any way,
either directly or indirectly, manages or exercises control of
such corporation, partnership or other business entity,
guarantees any of its financial obligations, otherwise takes any
part in its business, other than by exercising his rights as a
shareholder, or seeks to do any of the foregoing. The existence
of any claim or cause of action of the Executive against Penns
Xxxxx or Jersey Shore, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by
Penns Xxxxx or Jersey Shore of this covenant. The Executive
agrees that any breach of the restrictions set forth in
paragraphs 8 and 9 will result in irreparable injury to Penns
Xxxxx or Jersey Shore for which it shall have no adequate remedy
at law and Penns Xxxxx and Jersey Shore shall be entitled to
injunctive relief in order to enforce the provisions hereof.
Executive acknowledges and understands that the restrictions
placed on his future employment by this paragraph do not prevent
him from earning a reasonable living. In the event that this
paragraph shall be determined by any court of competent
jurisdiction to be unenforceable in part by reason of it being
too great a period of time or covering too great a geographical
area, it shall be in full force and effect as to that period of
time or geographical area determined to be reasonable by the
court.
10. TERMINATION.
(a) The Executive's employment hereunder shall
terminate upon his death.
(b) If the Executive becomes permanently disabled
because of sickness, physical or mental disability, or any other
reason, Penns Xxxxx or Jersey Shore shall have the option to
terminate this Agreement by giving thirty (30) days' prior
written notice of termination to the Executive. Executive shall
be deemed to have become "disabled" only in the event and at such
time as he qualifies (after expiration of any applicable waiting
period) to receive benefits for permanent disability under the
employee disability insurance benefit plan referred to in
paragraph 5(a) above.
(c) Penns Xxxxx or Jersey Shore may terminate the
Executive's employment hereunder for Cause. For purposes of this
Agreement, Penns Xxxxx or Jersey Shore shall have "Cause" to
terminate the Executive's employment hereunder upon: (i) a
documented repeated and willful failure by the Executive to
perform his duties, but only after written demand and only if
termination is effected by action taken by a vote of at least 80%
of the nonofficer directors of Penns Xxxxx and Jersey Shore then
in office, (ii) his unappealable conviction of a felony, or
(iii) the issuance by the federal regulators of both Penns Xxxxx
and Jersey Shore of unappealable orders to the effect that he be
permanently discharged. For purposes of this definition, no act
or failure to act on the part of the Executive shall be
considered "willful" unless done or omitted not in good faith and
without reasonable belief that the action or omission was in the
best interest of Penns Xxxxx, Jersey Shore or any of their
subsidiaries.
(d) The Executive may terminate his employment
hereunder at any time upon the earlier of: (i) sixty days prior
written notice to the Boards of Directors of Penns Xxxxx and
Jersey Shore or (ii) the hiring of a successor to the Executive.
(e) The Executive may terminate his employment
hereunder at any time for Good Reason. The term "Good Reason"
shall mean: (i) any assignment to the Executive, without his
consent, of any duties other than those contemplated by, or any
limitation of the powers of the Executive not contemplated by,
paragraphs 2 and 6 hereof, after notice from the Executive to
Penns Xxxxx and Jersey Shore that such assignment or limitation
of the Executive's powers constitutes Good Reason and the failure
to cure such situation within thirty (30) days of said notice;
(ii) any removal of the Executive from any of the positions
indicated in paragraph 2 hereof, except in connection with
termination of the Executive's employment for Cause; (iii) the
failure of Penns Xxxxx or Jersey Shore to comply with paragraph 5
hereof after notice from the Executive of such failure and Penns
Xxxxx' or Jersey Shore's failure to cure within thirty (30) days
of said notice; or (iv) any reduction in Executive's Annual
Direct Salary below $100,000 per year, unless the
Executive consents to such reduction.
11. PAYMENTS UPON TERMINATION.
(a) If the Executive dies while he is employed
under this Agreement and is survived by a spouse, Penns Xxxxx or
Jersey Shore shall pay to the surviving spouse a lump sum payment
equal to the highest of the Annual Direct Salaries paid to the
Executive over the three calendar years preceding his termination
due to his death, but in any event not less than One Hundred
Sixty Thousand Dollars ($160,000), within sixty days after such
termination.
Further, within thirty (30) days following the
death of the Executive, Penns Xxxxx and Jersey Shore shall make a
lump sum payment to the surviving spouse in an amount sufficient
for the spouse to obtain health and medical insurance coverage,
at the same aggregate benefit levels provided by Penns Xxxxx
and/or Jersey Shore to the Executive and his spouse immediately
prior to his termination and at no out-of-pocket or tax cost to
her, for a period of three years following the date of the
Executive's termination. In the event the Executive dies while
he is employed under this Agreement and is not survived by a
spouse Penns Xxxxx or Jersey Shore shall make the payments
referred to in the preceding paragraph directly to his estate.
(b) If the Executive's employment is terminated
because of a disability pursuant to Section 10(b) hereof, Penns
Xxxxx or Jersey Shore shall pay to the Executive annually an
amount equal to his Annual Direct Salary in effect immediately
prior to the date of the Executive's termination because of a
disability, pursuant to Section 10(b) hereof, for a period of
three years, beginning on the date of such termination; provided
however that such payments shall be reduced by the sum of (i) the
amount of any benefits to which the Executive may be entitled
with respect to the same period under any disability plan of
Penns Xxxxx or Jersey Shore and (ii) the disability benefits
payable under any government regulated plan including workers'
compensation benefits. The frequency and manner of payment of
such amounts shall be in accordance with Jersey Shore's executive
payroll practices from time to time in effect.
Further, within 30 days following the Executive's
termination as the result of a disability and on each anniversary
date thereof until the later of (a) the death of the Executive or
(b) three years following the date of the Executive's
termination, Penns Xxxxx and Jersey Shore shall make a lump sum
payment to the Executive in an amount sufficient for the
Executive and the spouse to obtain health and medical insurance
coverage, at the same aggregate benefit levels provided by Penns
Xxxxx and/or Jersey Shore to the Executive and his spouse
immediately prior to his termination and at no out-of-pocket or
tax cost to them, for the then fiscal year. In the event the
Executive dies following his termination due to disability and he
is survived by a spouse, the compensation and benefits,
including medical and health benefits, remaining to be paid and
provided above shall be unaffected by his death and shall be paid
and provided to her. In the event the Executive dies following
his termination due to disability and he is not survived by a
spouse, (i) Penns Xxxxx or Jersey Shore shall thereafter make the
payments referred to in the preceding paragraph directly to his
estate, and (ii) Penns Xxxxx' and Jersey Shore's obligations to
provide continued benefits shall terminate.
(c) If the Executive's employment shall be
terminated for Cause pursuant to Section 10(c) hereof, or by the
Executive for other than Good Reason pursuant to Section 10(c)
hereof, Jersey Shore shall pay the Executive or his fiduciary in
one lump sum his full Annual Direct Salary through the date of
termination at the rate in effect at the time of termination and
any incentive compensation earned but not paid through the date
of termination and Penns Xxxxx and Jersey Shore shall have no
further obligation to the Executive under this Agreement.
(d) If the Executive shall terminate his
employment for Good Reason pursuant to Section 10(d) hereof or if
Penns Xxxxx or Jersey Shore shall terminate the Executive for
other than Cause, Penns Xxxxx or Jersey Shore shall pay to the
Executive annually for a period of three years following the date
of termination: (a) an amount equal to the highest of the Annual
Direct Salaries paid to the Executive over the three years
preceding the date of his termination for Good Reason but in any
event not less than One Hundred Sixty Thousand Dollars
($160,000); and (b) an amount equal to the average of the three
highest annual cash bonuses paid to the Executive by Penns Xxxxx
or Jersey Shore over the five years preceding the date of his
termination for Good Reason.
Further, within 30 days following the termination
of the Executive for Good Reason or by Penns Xxxxx or Jersey
Shore for other than Cause, Penns Xxxxx or Jersey Shore shall
make a lump sum payment to the Executive in an amount sufficient
for the Executive and his spouse to obtain health and medical
insurance coverage, at the same aggregate benefit levels provided
by Penns Xxxxx and Jersey Shore immediately prior to his
termination and at no out-of-pocket or tax cost to them, for a
period of three years following the date of termination for Good
Reason or for other than Cause. In the event the Executive dies
during the three-year period immediately following his
termination for Good Reason or for other than Cause and he is
survived by a spouse, the compensation payable to the Executive
and the medical and health benefits payable to his spouse
remaining to be paid, shall be unaffected by his death and shall
be paid and provided to her. In the event the Executive dies
during the three-year period immediately following his
termination for Good Reason and he is not survived by a spouse,
(i) Penns Xxxxx and Jersey Shore shall thereafter make the
remaining payments referred to in the preceding paragraph
directly to his estate, and (ii) Penns Xxxxx' and Jersey
Shore's obligations to provide continued benefits shall
terminate.
12. Golden Parachute Payment Reduction. It is the
intention of the parties that the severance payments under
Section 10(d) of this Agreement shall not constitute "excess
parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended, and any regulations
thereunder. If the independent accountants acting as auditors
for Penns Xxxxx on the date of a Change in Control (as defined
below) (or another accounting firm designated by them) determine
that the severance payments under this Agreement constitute
"excess parachute payments," the payments may be reduced to the
maximum amount which may be paid without the payments being
"excess parachute payments." The determination shall take into
account (i) whether the payments are "parachute payments" under
Section 280G and, if so, (ii) the amount of payments under this
Agreement that constitutes reasonable compensation under
Section 280G. Nothing contained in this Agreement shall prevent
Penns Xxxxx or Jersey Shore after a Change of Control from
agreeing to pay the Executive compensation or benefits in excess
of those provided in this Agreement. For purposes of this
section, a "Change of Control" shall be deemed to have occurred
if: (a) any "person," including a "group" as determined in
accordance with the Section 13(d)(3) of the Securities Exchange
Act of 1934 (the "Exchange Act"), is or becomes the beneficial
owner, directly or indirectly, of securities of Penns Xxxxx
and/or Jersey Shore representing 30 percent or more of the
combined voting power of Penns Xxxxx' and/or Jersey Shore's then
outstanding securities; (b) as a result of, or in connection
with, any tender offer or exchange offer, merger or other
business combination, sale of assets or contested election, or
any combination of the foregoing transactions (a "Transaction"),
the persons who were directors of Penns Xxxxx and/or Jersey Shore
before the Transaction shall cease to constitute a majority of
the Board of Directors of Penns Xxxxx and/or Jersey Shore or any
successor to Penns Xxxxx and/or Jersey Shore; (c) Penns Xxxxx
and/or Jersey Shore is merged or consolidated with another
corporation and as a result of the merger or consolidation less
than 70 percent of the outstanding voting securities of the
surviving or resulting corporation shall then be owned in the
aggregate by the former stockholders of Penns Xxxxx and/or Jersey
Shore, other than (x) affiliates within the meaning of the
Exchange Act or (y) any party to the merger or consolidation;
(d) a tender offer or exchange offer is made and consummated for
the ownership of securities of Penns Xxxxx representing 30
percent or more of the combined voting power of Penns Xxxxx' then
outstanding voting securities; and (e) Penns Xxxxx and/or Jersey
Shore transfers substantially all of its assets to another
corporation which is not a wholly-owned subsidiary of Penns Xxxxx
and/or Jersey Shore.
13. DAMAGES FOR BREACH OF CONTRACT. In the event of a
breach of this Agreement by either Penns Xxxxx, Jersey Shore or
the Executive resulting in damages to another party to
this Agreement, that party may recover from the party breaching
the Agreement only those damages as set forth herein.
14. ARBITRATION. To the extent permitted by
applicable law, any controversy or dispute arising out of or
relating to this Agreement, or any alleged breach hereof, shall
be settled by arbitration in the City of Williamsport,
Pennsylvania, in accordance with the rules of the American
Arbitration Association then in existence (to the extent such
rules are not inconsistent with the provisions of this
Agreement), it being understood and agreed that the arbitration
panel shall consist of three individuals acceptable to the
parties hereto. In the event that the parties cannot agree on
three arbitrators within 20 days following receipt by one party
of a demand for arbitration from another party, then the
Executive and Penns Xxxxx shall each designate one arbitrator and
the two arbitrators selected shall select the third arbitrator.
The arbitration panel so selected shall convene a hearing no
later than 90 days following the selection of the panel. The
arbitration award shall be final and binding upon the parties,
and judgment may be entered thereon in the Pennsylvania Court of
Common Pleas or in any other court of competent jurisdiction. If
the Executive obtains an award which enforces a right or benefit
under this Agreement, Penns Xxxxx or Jersey Shore shall pay to
the Executive all reasonable legal fees and expenses incurred by
the Executive in seeking to obtain or enforce such rights or
benefits.
15. MITIGATION. The Executive shall not be required
to mitigate the amount of any compensation or benefits which may
become payable hereunder by reason of his termination by seeking
other employment or otherwise, nor, except as otherwise provided
in the following sentence or elsewhere herein, shall the amount
of any such compensation or benefits be reduced by any
compensation or benefits received by the Executive as the result
of his employment by another employer. Notwithstanding anything
in this Agreement to the contrary, Penns Xxxxx' and Jersey
Shore's obligation to provide any medical and health benefits
hereunder may be suspended, with the written concurrence of the
Executive or, if applicable, his surviving spouse during any
period of time that such benefits are being provided by reason of
his or her employment.
16. NOTICE. For the purpose of this Agreement,
notices and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have been
duly given when hand-delivered or mailed by United States
certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: Xxxxxxxx X. Xxxxx
000 Xxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
If to Penns Xxxxx: Board of Directors
Penns Xxxxx Bancorp, Inc.
000 Xxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000
If to Jersey Shore: Board of Directors
Jersey Shore State Bank
000 Xxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxxxx, XX 00000
or to such other address as any party may have furnished to the
other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.
17. SUCCESSORS. This Agreement shall inure to the
benefit of and be binding upon the Executive, Penns Xxxxx and
Jersey Shore and any of their successors or assigns, provided
however, that the Executive may not commute, anticipate,
encumber, dispose or assign any payment except as set forth
herein.
18. SEVERABILITY. If any provision of this Agreement
is declared unenforceable for any reason, the remaining
provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect.
19. AMENDMENT. This Agreement may be amended or
cancelled only by mutual agreement of the parties in writing.
20. LAW GOVERNING. This Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth
of Pennsylvania.
21. HEADINGS. Headings in this Agreement are for
convenience only and shall not be used to interpret or construe
its provisions.
22. ENTIRE AGREEMENT. This Agreement supersedes any
and all agreements, either oral or in writing, between the
parties with respect to the employment of the Executive by Penns
Xxxxx or Jersey Shore, and this Agreement contains all the
covenants and agreements between the parties with respect to the
employment.
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this Agreement to be duly
executed in their respective names and, in the case of Penns
Xxxxx and Jersey Shore, by their authorized
representatives the day and year above mentioned.
ATTEST: PENNS XXXXX BANCORP, INC.
By
Secretary
ATTEST: JERSEY SHORE STATE
By
Secretary
WITNESS:
(SEAL)
Xxxxxxxx X. Xxxxx
