CHANGE IN CONTROL AGREEMENT

Exhibit 10.21

THIS AGREEMENT (“Agreement”) made as of the day of , 2011, by and among VIST Financial Corp., a Pennsylvania business corporation (“VIST”), VIST Bank, a Pennsylvania banking institution (the “Bank”), and Xxxxx X. XxXxxxxx, Xx., an adult individual (the “Employee”).

W I T N E S S E T H:

WHEREAS, the Employee will initially be serving as Executive Vice President and Chief Lending Officer; and

WHEREAS, VIST and the Bank consider the continued services of the Employee to be in the best interest of VIST, the Bank, their affiliated companies and the shareholders of VIST; and

WHEREAS, VIST and the Bank desire to induce the Employee to remain in the employ of the Employee’s then employer (whether it be VIST or any company affiliated with VIST (the “Employer”)) on an impartial and objective basis in the event of a proposed transaction pursuant to which a Change in Control (as defined in Section 2(c)) will occur, if completed.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Term of Agreement and Related Matters.

(a) In General. Except as otherwise provided herein, the term of this Agreement will be for a period commencing on the date of September 2, 2008 and ending on December 31, 2011.

(b) Termination for Cause. Notwithstanding the provisions of Section 1(a), this Agreement will terminate automatically upon Termination for Cause of the Employee’s employment by the Employer. As used in this Agreement, the term “Termination for Cause” means:

(i) prior to the public announcement of a transaction involving an actual or potential Change in Control, termination for any reason; and

(ii) concurrent with or following the public announcement of a transaction involving an actual or potential Change in Control, termination following: (A) except if attributable to physical or mental illness or injury, the willful failure of the Employee to materially perform the Employee’s duties, but only after written demand specifically identifying the basis for the Employee’s alleged non-performance and the Employee’s continued failure to perform thereafter, and, if the termination is before the actual occurrence of a Change in Control, only after a vote of at least two-thirds of VIST’s directors then in office; (B) a willful material violation by the Employee of any applicable code of conduct or similar policy applicable to Employees of the Employer; (C) the conviction of the Employee of, or plea of nolo contendere to, a felony or a crime of moral turpitude; or (D) the removal or prohibition of the Employee from being an institution-

affiliated party by a final order of an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act or any other provision of applicable law.

If, following a public announcement involving an actual or potential Change in Control , a proposed transaction is terminated without completion, this Agreement shall thereafter be construed as though no such announcement had ever been made; provided, however, that the rights associated with any termination of employment during the interim period shall be determined by reference to subsection (ii) above.

Notwithstanding the preceding provisions of this subsection, prior to the public announcement of a transaction involving an actual or potential Change in Control, a transfer of the Employee to a new Employer which is VIST, the Bank or an affiliate of either shall not be deemed a Termination for Cause and this Agreement shall continue in force.

If the Employee’s employment is terminated for Cause, the Employee’s rights under this Agreement shall cease as of the effective date of such termination.

(c) Voluntary Termination, Retirement, or Death. Notwithstanding the provisions of Section 1(a), this Agreement will terminate automatically upon the voluntary termination of the Employee’s employment (other than in accordance with Section 2), the Employee’s retirement on or after age sixty-five (65) or the Employee’s death. In any such event, the Employee’s rights under this Agreement shall cease as of the effective date of such termination; provided, however, that if the Employee dies after a Notice of Termination (as defined in Section 2(b)) is delivered by the Employee in accordance with such section, the payments described in Section 3 will nonetheless be made to the person or persons determined pursuant to Section 9(b).

(d) Disability. Notwithstanding the provisions of Section 1(a), this Agreement will terminate automatically upon the termination of the Employee’s employment by reason of the Employee’s Disability. In such event, the Employee’s rights under this Agreement will cease as of the effective date of such termination; provided, however, that if the Employee becomes disabled after a Notice of Termination is delivered by the Employee in accordance with Section 2(b), the Employee will nonetheless be entitled to receive the payments described in Section 3. As used in this Agreement, the term “Disability” means incapacitation, by accident, sickness or otherwise, such that the Employee is rendered unable to perform the essential duties required of the Employee by the Employee’s then position with the Employer, notwithstanding reasonable accommodation, for a period of six (6) consecutive months.

2. Termination Following a Change in Control.

(a) Events Giving Right To Terminate For Good Reason. If a public announcement of a transaction involving an actual or potential Change in Control occurs and, concurrently therewith or during a period of eighteen (18) months thereafter, an event constituting Good Reason also occurs with respect to the Employee, the Employee may terminate the Employee’s employment in accordance with the provisions of Section 2(b) and, thereupon, will become entitled to the payments described in Section 3. As used in this Agreement, the term “Good Reason” means any of the following events:

(i) the involuntary termination of the Employee’s employment, other than an involuntary termination permitted in Sections 1(b) and (d);

(ii) a material reduction in the Employee’s duties or responsibilities as the same existed immediately prior to public announcement of a transaction involving an actual or potential Change in Control, or as the same may be increased thereafter;

(iii) a material reduction in the Employee’s base compensation below a level that was in effect immediately prior to the public announcement of an actual or potential Change in Control, or as may be increased thereafter;

(iv) the failure to provide the Employee with a total compensation package (salary, welfare and pension benefits, stock options and a bonus plan evaluated on the basis of bonus potential) reasonably comparable to the compensation package provided to the Employee immediately prior to the public announcement of an actual or potential Change in Control, or as may be increased thereafter;

(v) the reassignment of the Employee to a principal office which is more than thirty-five (35) miles from the Employee’s principal office as of the date of the public announcement of an actual or potential Change in Control; or

(vi) any material breach of this Agreement by the Employee’s Employer at the relevant time, coupled with the failure to cure the same within thirty (30) days after receipt of written notice of such breach from the Employee.

(b) Notice of Termination. Upon the occurrence of an event of Good Reason subject to Section 2(a), the Employee may, within ninety (90) days of the occurrence of any such event, resign from employment by a notice in writing (“Notice of Termination”) delivered to VIST, whereupon the Employee will become entitled to the payments and benefits described in Section 3 provided that VIST or the Bank, as the case may be, fails to cure any of the above-described events within thirty (30) days of such notice. In the case of a termination described in Section 2(a)(i), the Employee shall confirm the Employee’s involuntary termination, in writing, within ninety (90) days of the date of such termination, and such confirmation will be deemed a Notice of Termination. Notwithstanding the foregoing, any amounts payable upon a termination for Good Reason shall be paid only if the Employee actually terminates employment within two (2) years following the initial existence of the event constituting Good Reason.

(i) any “person” (as such term is used for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) as in effect on the date hereof), other than VIST, a subsidiary of VIST, or an employee benefit plan of VIST or a subsidiary of VIST (including a related trust), becomes the beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly of securities of VIST representing more than 24.9% of (A) the combined voting power of VIST’s then outstanding stock and securities or (B) the aggregate number of shares of VIST’s then outstanding common stock;

(ii) the occurrence of a sale of all or substantially all of the assets of VIST or the Bank to an entity which is not a direct or indirect subsidiary of VIST;

(iii) the occurrence of a reorganization, merger, consolidation or similar transaction involving VIST, unless (A) the shareholders of VIST immediately prior to the consummation of any such transaction initially thereafter own securities representing at least a majority of the voting power of the surviving or resulting corporation and (B) the directors of VIST immediately prior to the consummation of such transaction initially thereafter represent at least a majority of the directors of the surviving or resulting corporation;

(iv) a plan of liquidation or dissolution, other than pursuant to bankruptcy or insolvency, is adopted for VIST or the Bank;

(v) during any period of two consecutive years, individuals who, at the beginning of such period, constituted the Board of Directors of VIST cease to constitute the majority of such Board (unless the election of each new director was expressly or by implication approved by a majority of the Board members who were still in office and who were directors at the beginning of such period); and

(vi) the occurrence of any other event which is irrevocably designated as a “change in control” for purposes of this Agreement by resolution adopted by a majority of the then non-employee directors of VIST.

Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred if a person becomes the beneficial owner, directly or indirectly, of stock and securities representing more than 24.9% of the combined voting power of VIST’s then outstanding stock and securities or the aggregate number of shares of VIST’s then outstanding common stock solely as a result of an acquisition by VIST of its stock or securities which, by reducing the number of securities or stock outstanding, increases the proportionate number of securities or stock beneficially owned by such person; provided, however, that if a person becomes the beneficial owner of more than 24.9% of the combined voting power of stock and securities or the aggregate number of shares of common stock by reason of such acquisition and thereafter becomes the beneficial owner, directly or indirectly, of any additional voting stock or securities or common stock (other than by reason of a stock split, stock dividend or similar transaction), then a Change in Control will thereupon be deemed to have occurred.

(d) Termination of Proposed Change in Control Transaction. If, following a public announcement described in subsection (a), a proposed transaction is terminated without completion, this Agreement shall thereafter be construed as though no such announcement had ever been made; provided, however, that the rights associated with any termination of employment or the giving of a Notice of Termination during the interim period shall be determined without regard to this subsection.

3. Rights in the Event of Certain Terminations Following Change in Control. In the event the Employee validly and timely delivers a Notice of Termination to VIST, the Employee shall be entitled to receive the following payments and benefits:

(a) Basic Payments. The Employee shall be paid an amount equal to one (1.0) times the sum of (i) the Employee’s highest annualized base salary paid to the Employee

during the year of termination of employment or the immediately preceding two (2.0) calendar years and (ii) the highest cash bonus paid to the Employee in or with respect to the year of termination of employment or the immediately preceding two (2.0) calendar years. Payments under this Section 3(a) shall be made monthly in twelve (12) equal installments (without interest) beginning on the first day of the month immediately following the month in which the Employee delivers the Notice of Termination and continuing on the first day of each month thereafter.

(b) Health and Medical Benefits. For a period of one (1.0) year from the date of termination of employment, the Employee shall be provided, at no charge, with a continuation of health and medical benefits no less favorable than the health and medical benefits in effect on the date of termination of the Employee’s employment. To the extent such benefits cannot be provided under a plan because the Employee is no longer an employee of the Employer, a dollar amount equal to the after-tax cost (estimated in good faith by VIST) of obtaining such benefits, or substantially similar benefits, shall be paid to the Employee in a lump sum within thirty (30) days following the date of termination of employment..

(c) Excise Tax Matters. Notwithstanding anything in this section or elsewhere in this Agreement to the contrary, in the event the payments and benefits payable hereunder to or on behalf of the Employee, when added to all other amounts and benefits payable to or on behalf of the Employee, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, the amounts and benefits payable hereunder shall be reduced to such extent as may be necessary to avoid such imposition. The Employee shall have the right, within thirty (30) days of receipt of written notice from VIST, to specify which amounts and benefits shall be reduced to satisfy the requirements of this subsection. All calculations required to be made under this subsection will be made by VIST’s independent public accountants, subject to the right of the Employee’s representative to review the same. The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.

(d) Primary Obligor. The obligation to make payments and provide benefits under this section shall primarily be those of the Employee’s Employer as of the date of the Employee’s termination of employment. In the event the Employer is not VIST or the Bank, VIST will cause such Employer to make required payments and provide required benefits. To the extent VIST fails or is unable to do so, it shall make such payments and provide such benefits.

(e) Any payments made pursuant to this Section 3, to the extent of payments made from the date of termination of Employee’s employment through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if VIST or the Bank determines that any other payments hereunder fail to satisfy the distribution requirement of Code Section 409A(a)(2)(A), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).

(f) Notwithstanding anything herein to the contrary, if a payment or benefit is considered to be a deferral of compensation subject to Code Section 401A and Employee is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Employee’s “separation from service” (as such term is defined in Treas. Reg. §1.409A-1(h), or (ii) the date of the Employee’s death (the “Delay Period”). As soon as practical following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Employee that would not be required to be delayed if the premiums therefore were paid by Employee, Employee shall pay the full costs of premiums for such welfare benefits during the Delay Period and VIST shall pay Employee an amount equal to the amount of such premiums paid by Employee during the Delay Period within thirty (30) days after the conclusion of such Delay Period.

4. Legal Expenses. VIST will pay (or cause to be paid) to the Employee all reasonable legal fees and expenses when incurred by the Employee in seeking to obtain or enforce any right or benefit provided by this Agreement, provided the Employee acts in good faith with respect to issues raised.

5. Notices. Any notice required or permitted to be given under this Agreement will, to be effective hereunder, be given to VIST, in the case of notices given by the Employee, and will, to be effective hereunder, be given by VIST, in the case of notices given to the Employee. Any such notice will be deemed properly given if in writing and if mailed by registered or certified mail, postage prepaid with return receipt requested, to the last known residence address of the Employee, in the case of notices to the Employee, and to the principal office of VIST, in the case of notices to VIST.

6. Waiver. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Employee and an Employee officer of VIST designated for such purpose by the Board of Directors of VIST. No waiver by any party hereto at any time of any breach by another party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7. Assignment. This Agreement is not assignable by any party hereto, except by VIST and the Bank to any successor in interest to the respective businesses of VIST and the Bank.

8. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and, in accordance with the provisions of Section 18, supersedes any prior agreement of the parties.

9. Successors; Binding Effect.

(a) Successors. VIST will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of VIST and/or the Bank to expressly assume and agree to perform this Agreement (or cause it to be performed) in the same manner and to the same extent that VIST, the Bank or any affiliated company of either would be required to perform it if no such succession had taken place. Failure by VIST to obtain such assumption and agreement prior to the effectiveness of any such succession shall constitute a material breach of this Agreement under Section 2(a)(vi). As used in this Agreement, “VIST” and the “Bank” mean VIST and the Bank as hereinbefore defined and any successor to the business and/or assets of VIST and/or the Bank as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(b) Binding Effect. This Agreement shall inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, heirs, distributees, devisees, and legatees. If the Employee should die while any amount is payable to the Employee under this Agreement if the Employee had continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to the Employee’s surviving spouse or, if there is no such person, to the Employee’s estate.

10. Continuation of Certain Provisions. Any termination of the Employee’s employment under this Agreement or of this Agreement will not affect the benefit provisions of Section 3 or 4, which will, if relevant, survive any such termination and remain in full force and effect in accordance with their respective terms.

11. Other Rights. Except as provided in Sections 3(c) and 18, nothing herein shall be construed as limiting, restricting or eliminating any rights the Employee may have under any plan, contract or arrangement to which the Employee is a party or in which the Employee is a vested participant; provided, however, that any termination payments required hereunder will be in lieu of any severance benefits to which the Employee may be entitled under a severance plan or arrangement of VIST, the Bank, an affiliate of either, or an entity which is the successor of any of them or an affiliate thereof; and provided further, that if the benefits under any such plan or arrangement may not legally be eliminated, then the payments hereunder will be correspondingly reduced in such equitable manner as the Board of Directors of VIST may determine.

12. No Mitigation or Offset. The Employee shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking employment or otherwise; nor shall any amounts or benefits payable or provided hereunder be reduced in the event the Employee does secure employment.

13. Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.

14. Applicable Law. Except to the extent preempted by federal law, this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law principles.

15. Number. Words used herein in the singular shall be construed as being used in the plural, as the context requires, and vice versa.

16. Headings. The headings of the sections and subsections of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

17. References to Entities. All references to VIST shall be deemed to include references to the Bank, or any affiliate of either, as appropriate in the relevant context, and vice versa; provided, however, that this section shall not be construed in a manner that results in a determination that a transaction constitutes a Change in Control unless such transaction is literally described in the definition of such term.

18. Effective Date; Termination of Prior Agreements. This Agreement shall become effective immediately upon the execution and delivery of the same by the parties hereto. Upon the execution and delivery of this Agreement, any prior agreement relating to the subject matter hereof will be deemed automatically terminated and be of no further force or effect.

19. Withholding For Taxes. All amounts and benefits paid or provided hereunder shall be subject to withholding for taxes as required by law.

20. Nonsolicitation of Employees and Customers. During the period of time that any payments and benefits are to be provided to Employee under Section 3, the Employee shall refrain from directly or indirectly soliciting for employment or business relationship purposes pertaining to the financial services business of VIST or the Bank employees or customers of VIST, the Bank or any affiliate of either or any successor to either as of the date of the Employee’s termination of employment. In the event of a breach of this section, the Employee’s right to payments and benefits under Sections 3 and 4 shall immediately terminate. VIST or any successor shall be entitled to recover any payments or benefits made following the commencement of the prohibited conduct, but before discovery of the same, and may commence an action in any court of competent jurisdiction for such additional legal and equitable relief as it may deem necessary or appropriate to recover damages incurred by reason of such conduct and to preclude continued violation of this section.

21. Separation from Service. Notwithstanding the foregoing, and anything in this agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Employee undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto.

IN WITNESS WHEREOF, the parties have executed this Agreement, or caused it to be executed, as of the date first above written.

	VIST FINANCIAL CORP.


	By
		Xxxxxx X. Xxxxx
		President and Chief Executive Officer

(SEAL)	Attest:
		Corporate Secretary

	VIST BANK

	By
		Xxxxxx X. Xxxxx
		President and Chief Executive Officer

(SEAL)	Attest:
		Corporate Secretary

Witness:

			(SEAL)
		Xxxxx X. XxXxxxxx, Xx.

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CHANGE IN CONTROL AGREEMENT

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