SHORT-SWING PROFIT DISGORGEMENT AGREEMENT AND RELEASE
Exhibit 99(i)
This Short-Swing Profit Disgorgement Agreement and Release (hereinafter referred to as the
“Release”) is made this 19 day of January, 2010, by and between COMM BANCORP, INC., a
Pennsylvania business corporation, whose principal executive offices are located in Clarks Summit,
Pennsylvania (“Company”) and XXXXXX X. XXXXX, XX., an adult individual, residing in Gladwyne,
Pennsylvania (“Xxxxx”).
Background
Xxxxx is a former director of Company; is currently a director emeritus of Company; attends
the meetings of the Company’s Board of Directors; and, is considered by the Company to be a
quasi-insider, and, therefore subject to this insider-reporting regime imposed by the regulations
promulgated by the Securities and Exchange Commission (“SEC”) under Section 16 of the Securities
Exchange Act of 1934 (“1934 Act”).
Company has its outstanding common stock registered under Section 12 of the 1934 Act; listed
on the Nasdaq Stock Market; and, is required to file 1934 Act reports with the SEC.
On or about 24 June 2009, Xxxxx executed a SEC Form 4, relating to a change in the beneficial
ownership of his holdings in Company common stock, in which he represented that he sold 2,000
shares of such stock on 23 June 2009 at a price of $37.25 per share or $74,500 in the aggregate
(the “June Transaction”). The Company facilitated the filing of such Form 4 with the SEC.
On or about 17 December 2009, Xxxxx executed a SEC Form 4, in which he represented that he
purchased 2,000 shares of the Company’s common stock on 16 December 2009 at a price of $26.00 per
share or $52,000 in the aggregate (the “December Transaction”). The Company facilitated the filing
of such Form 4 with the SEC.
The above sale and purchase occurred within six months of each other, and, therefore, Xxxxx
violated the provisions under Section 16 of the 1934 Act. The Company demanded that Xxxxx disgorge
to it the difference in the aggregate sale and purchase prices in the amount of $22,500 and pay 6%
simple interest on such amount calculated from 16 December 2009 to the date of payment.
Xxxxx has agreed to pay such amount to the Company in exchange for this Release from any
further demand by the Company for profit disgorgement with respect to the June and December
Transactions.
NOW, THEREFORE, the Company and Xxxxx, intending to be legally bound hereby, agree as follows:
| 1. | Xxxxx agrees with the statements contained in the Background section of this Release. |
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| 2. | The Company agrees with the statements contained in the Background section of this
Release. |
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| 3. | In consideration of the sum of $ 22,629.45 , receipt of which is hereby
acknowledged from Xxxxx, the Company releases and discharges Xxxxx, his respective heirs,
legal representatives, successors, and assigns and all persons, |
associations, or corporations who are or might be claimed to be liable to Company, from
all claims, liability, demand, costs, charges, expenses, actions, causes of action,
judgments, and executions, past, present or future, with respect to insider-trading
liability and disgorgement of profit to the Company arising under Section 16 of the 1934 Act
with respect to the June and December Transactions.
| 4. | This Release shall be a fully binding and complete settlement between the Company and
Xxxxx pertaining to the matters expressed herein. |
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| 5. | This Release contains the entire agreement between the parties hereto with regard to the
matters set forth in it and shall be binding upon and inure to the benefit of the executors,
administrators, personal representatives, heirs, successors and assigns of each. There are
no other understandings or agreements, verbal or otherwise, in relation thereto, between the
parties hereto. |
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| 6. | The parties hereto enter into this Release in the Commonwealth of Pennsylvania and such
Release shall be construed and interpreted in accordance with the laws of the Commonwealth
of Pennsylvania. |
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| 7. | This Release may be executed by the parties in any number of counterparts, each of which
with an original signature of a party. |
COMM BANCORP, INC.
By:
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/s/ Xxxxxxx X. Xxxxxx, Xx. | /s/ Xxxxxx X. Xxxxx, Xx. | ||||
| XXXXXXX X. XXXXXX, Chairman, | XXXXXX X. XXXXX, XX. | |||||
| President and Chief Executive | ||||||
| Officer | ||||||
By:
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/s/ Xxxx X. Xxxxxx
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