Exhibit 10.2
ABINGTON BANK
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is made
and entered into as of the 29th day of December 2006, between Abington Savings
Bank, a Pennsylvania chartered stock-form savings bank doing business as
"Abington Bank" (the "Bank"), and Xxxxxx X. Xxxxx (the "Executive").
WITNESSETH:
WHEREAS, the Executive is currently employed as President and Chief
Executive Officer of the Bank, and the Executive and the Bank have previously
entered into an employment agreement dated January 21, 2004 (the "Prior
Agreement");
WHEREAS, the Executive is currently employed as President and Chief
Executive Officer of Abington Bancorp, Inc., a Pennsylvania corporation (the
"Corporation");
WHEREAS, the Bank is currently a wholly owned subsidiary of Abington
Community Bancorp, Inc., a Pennsylvania chartered stock-form mid-tier holding
company ("Abington Community"), and Abington Community is currently a majority
owned subsidiary of Abington Mutual Holding Company, a Pennsylvania chartered
mutual holding company ("Abington Mutual");
WHEREAS, the Bank, Abington Community and Abington Mutual have entered into
a Plan of Conversion and Reorganization as of November 29, 2006 (the "Plan of
Conversion"), pursuant to which Abington Mutual will, subject to receipt of all
necessary shareholder, depositor and regulatory approvals, convert to stock form
and the parties will be reorganized so that the Bank becomes a wholly owned
subsidiary of the Corporation (the "Conversion and Reorganization");
WHEREAS, the Corporation and the Bank are referred to together herein as
the "Employers";
WHEREAS, the Bank desires to amend and restate the Prior Agreement in order
to make changes to comply with Section 409A of the Code, as well as certain
other changes;
WHEREAS, the services of the Executive, his experience and knowledge of the
affairs of the Bank and his reputation and contacts in the industry are
extremely valuable to the Employers;
WHEREAS, the Bank desires to assure itself of the continued availability of
the Executive's services as provided in this Agreement following the Conversion
and Reorganization; and
WHEREAS, the Executive is willing to serve the Bank on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual agreements herein contained,
and upon the other terms and conditions hereinafter provided, the Bank and the
Executive hereby agree as follows:
1. DEFINITIONS. The following words and terms shall have the meanings set
forth below for the purposes of this Agreement:
(a) BASE SALARY. "Base Salary" shall have the meaning set forth in Section
3(a) hereof.
(b) CAUSE. Termination of the Executive's employment for "Cause" shall mean
termination because of personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final cease-and-desist order or
material breach of any provision of this Agreement. For purposes of this
paragraph, no act or failure to act on the part of the Executive shall be
considered "willful" unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that the Executive's action or omission
was in the best interests of the Employers.
(c) CHANGE IN CONTROL. "Change in Control" shall mean a change in the
ownership of the Corporation or the Bank, a change in the effective control of
the Corporation or the Bank or a change in the ownership of a substantial
portion of the assets of the Corporation or the Bank, in each case as provided
under Section 409A of the Code and the regulations thereunder; provided that
neither the Conversion and Reorganization nor any of the other transactions
contemplated by the Plan of Conversion shall constitute a Change in Control.
(d) CODE. "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) DATE OF TERMINATION. "Date of Termination" shall mean (i) if the
Executive's employment is terminated for Cause, the date on which the Notice of
Termination is given, and (ii) if the Executive's employment is terminated for
any other reason, the date specified in such Notice of Termination.
(f) DISABILITY. "Disability" shall mean the Executive (i) is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, or (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health
plan covering employees of the Employers.
(g) GOOD REASON. Termination by the Executive of the Executive's employment
for "Good Reason" shall mean termination by the Executive within 12 months
following the occurrence of any of the following events:
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(i) Without the Executive's express written consent, the failure to
elect or to re-elect or to appoint or to re-appoint the Executive to the offices
of President and Chief Executive Officer of the Employers (other than a
termination of employment for Cause) or a material adverse change made by the
Employers in the Executive's functions, duties or responsibilities as President
and Chief Executive Officer of the Employers;
(ii) Without the Executive's express written consent, a reduction by
either of the Employers in the Executive's Base Salary as the same may be
increased from time to time or, except to the extent permitted by Section 3(b)
hereof, a reduction in the package of fringe benefits provided to the Executive,
taken as a whole;
(iii) The principal executive office of either of the Employers is
relocated by more than twenty (20) miles from its current location or, without
the Executive's express written consent, either of the Employers require the
Executive to be based anywhere other than an area in which the Employers'
principal executive office is located, except for required travel on business of
the Employers to an extent substantially consistent with the Executive's present
business travel obligations; or
(iv) The failure by the Bank to obtain the assumption of and agreement
to perform this Agreement by any successor as contemplated in Section 10 hereof.
(i) IRS. IRS shall mean the Internal Revenue Service.
(j) NOTICE OF TERMINATION. Any purported termination of the Executive's
employment by the Bank for any reason, including without limitation for Cause,
Disability or Retirement, or by the Executive for any reason, including without
limitation for Good Reason, shall be communicated by written "Notice of
Termination" to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" shall mean a dated notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated,
(iii) specifies a Date of Termination, which shall be not less than fifteen (15)
nor more than ninety (90) days after such Notice of Termination is given, except
in the case of the Bank's termination of the Executive's employment for Cause,
which shall be effective immediately, and (iv) is given in the manner specified
in Section 11 hereof.
(k) RETIREMENT. "Retirement" shall mean voluntary termination by the
Executive in accordance with the Employers' retirement policies, including early
retirement, generally applicable to their salaried employees.
2. TITLES; TERM OF EMPLOYMENT.
(a) The Bank hereby employs the Executive as President and Chief Executive
Officer and the Executive hereby accepts said employment and agrees to render
such services to the Bank on the terms and conditions set forth in this
Agreement. During the term of this Agreement, the Executive shall perform such
executive services for the Bank as may be
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consistent with his titles and from time to time assigned to him by the Bank's
Board of Directors. The Executive shall also keep himself up to date with and
familiar with developments in the thrift industry and attend substantially all
of the regular monthly meetings of the Board of Directors and periodic meetings
of the various committees of the Board, as requested. He shall work at the main
office of the Bank, as that shall be designated from time to time.
(b) The term of employment under this Agreement shall be for three years
beginning on the date of this Agreement and ending on the third anniversary of
the date of this Agreement, plus such extensions, if any, as are provided below
(the "Employment Period"). Except as provided in Section 2(c), beginning on the
date of this Agreement, on each day during the Employment Period, the Employment
Period shall automatically be extended for one additional day, unless either the
Bank, on the one hand, or the Executive, on the other hand, elects not to extend
the Agreement further by giving written notice thereof to the other party, in
which case the Employment Period shall end on the third anniversary of the date
on which such written notice is given. Upon termination of the Executive's
employment with the Bank for any reason whatsoever, any daily extensions
provided pursuant to this Section 2(b), if not theretofore discontinued, shall
automatically cease. Prior to December 31, 2007 and each December 31 thereafter,
the Board of Directors of the Bank shall consider and review (with appropriate
corporate documentation thereof, and after taking into account all relevant
factors, including the Executive's performance hereunder) the daily extensions
of the term of this Agreement, and the Board of Directors shall determine
whether to permit such daily extensions to continue.
(c) Nothing in this Agreement shall be deemed to prohibit the Bank at any
time from terminating the Executive's employment during the Employment Period
with or without notice for any reason, provided that the relative rights and
obligations of the Bank and the Executive in the event of any such termination
shall be determined under this Agreement.
3. COMPENSATION AND BENEFITS.
(a) The Employers shall compensate and pay the Executive for his services
during the term of this Agreement at a minimum base salary of $285,000 per year,
which shall be increased to $295,000 per year effective January 1, 2007 ("Base
Salary"). The Base Salary may be increased from time to time in such amounts as
may be determined by the Boards of Directors of the Employers and may not be
decreased without the Executive's express written consent. In addition to his
Base Salary, the Executive shall be entitled to receive during the term of this
Agreement such bonus payments as may be determined by the Boards of Directors of
the Employers. The salary under this Section 3(a) shall be payable to the
Executive not less frequently than monthly or other than in conformity with the
Employers' policy in relation to salaried executive employees.
(b) During the term of this Agreement, the Executive shall be entitled to
participate in and receive the benefits of any pension or other retirement
benefit plan, profit sharing, stock option, employee stock ownership, or other
plans, benefits and privileges given to employees and executives of the
Employers, to the extent commensurate with his then duties and responsibilities,
as fixed by the Boards of Directors of the Employers. The Bank shall not make
any changes in such plans, benefits or privileges which would adversely affect
the Executive's
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rights or benefits thereunder, unless such change occurs pursuant to a program
applicable to all executive officers of the Bank and does not result in a
proportionately greater adverse change in the rights of or benefits to the
Executive as compared with any other executive officer of the Bank. Nothing paid
to the Executive under any plan or arrangement presently in effect or made
available in the future shall be deemed to be in lieu of the salary payable to
the Executive pursuant to Section 3(a) hereof.
(c) During the term of this Agreement, the Executive shall be entitled to
paid annual vacation in accordance with the policies as established from time to
time by the Boards of Directors of the Employers. The Executive shall not be
entitled to receive any additional compensation from the Employers for failure
to take a vacation, nor shall the Executive be able to accumulate unused
vacation time from one year to the next, except to the extent authorized by the
Boards of Directors of the Employers.
(d) The Executive's compensation, benefits and expenses payable under this
Agreement (including but not limited to Sections 3, 4 and 5 hereof) shall be
paid by the Corporation and the Bank in the same proportion as the time and
services actually expended by the Executive on behalf of each respective
Employer.
4. EXPENSES. The Employers shall reimburse the Executive or otherwise
provide for or pay for all reasonable expenses incurred by the Executive in
furtherance of or in connection with the business of the Employers, including,
but not by way of limitation, automobile expenses and traveling expenses, and
all reasonable entertainment expenses, subject to such reasonable documentation
and other limitations as may be established by the Boards of Directors of the
Employers. If such expenses are paid in the first instance by the Executive, the
Employers shall reimburse the Executive therefor.
5. TERMINATION.
(a) GENERAL. The Bank shall have the right, at any time upon prior Notice
of Termination, to terminate the Executive's employment hereunder for any
reason, including without limitation termination for Cause, Disability or
Retirement, and the Executive shall have the right, upon prior Notice of
Termination, to terminate his employment hereunder for any reason.
(b) TERMINATION FOR CAUSE OR VOLUNTARY RESIGNATION. In the event that (i)
the Executive's employment is terminated by the Bank for Cause or (ii) the
Executive terminates his employment hereunder other than for Disability,
Retirement, death or Good Reason, the Executive shall have no right pursuant to
this Agreement to compensation or other benefits for any period after the
applicable Date of Termination.
(c) DISABILITY BENEFITS. In the event the Executive's employment is
terminated during the Employment Period as a result of Disability, then the
Executive shall be entitled to receive annual disability benefits which are at
least equal to 60% of his annual Base Salary as in effect immediately prior to
his termination of employment. If the disability benefits payable to the
Executive pursuant to short-term and long-term disability policies of the
Employers, together
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with other insurance, retirement and medical benefits provided by the Employers
and any Social Security disability benefits provided to the Executive, do not
equal at least 60% of the Executive's Base Salary, then the Employers shall pay
to the Executive a supplemental disability benefit each year equal to (i) 60% of
the Executive's Base Salary, minus (ii) the sum of (A) the disability benefits
payable to the Executive pursuant to disability policies of the Employers, (B)
the other insurance, retirement and medical benefits provided by the Employers
to the Executive, and (c) any Social Security disability benefits provided to
the Executive. The supplemental disability benefits shall be paid to the
Executive in as equal as possible monthly installments on the first business day
of each month, subject to adjustment each month as the amounts in clause (ii)
above change, and shall be paid until the Executive reaches his seventieth
(70th) birthday.
(d) DEATH BENEFITS. In the event that the Executive dies during the
Employment Period, then the Employers shall pay to his spouse (or to his estate
if his spouse is no longer living or if he is no longer married) a lump sum cash
payment equal to the present value of the Base Salary that would have been paid
to the Executive for the thirty-six (36) months following the date of his death,
based on the Base Salary in effect at the time of death. The present value shall
be calculated using a discount rate equal to the applicable federal rate
compounded monthly (determined under Section 1274(d) of the Code) as published
by the Internal Revenue Service for the month in which the date of death occurs.
(e) RETIREMENT BENEFITS. In the event the Executive's employment is
terminated during the Employment Period due to Retirement, then the Executive
shall be entitled to benefits under any pension or other retirement plans of the
Employers covering the Executive in lieu of any payments or other benefits under
this Agreement subsequent to the date of Retirement.
(f) INVOLUNTARY OR GOOD REASON TERMINATION PRIOR TO A CHANGE IN CONTROL. In
the event that (i) the Executive's employment is terminated by the Bank 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 Bank, 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, in each case prior to a Change in Control,
then the Bank shall:
(A) pay to the Executive, in a lump sum as of the Date of Termination, a
cash severance amount equal to the product of (i) the sum of the Base Salary per
year then in effect and the highest cash bonus paid in the prior three calendar
years, in each case the portion thereof paid by the Bank, multiplied by (ii)
three (3),
(B) maintain and provide for a period ending at the earlier of (i) the
expiration of the Employment Period 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)), with the Executive responsible for
paying the same share of any premiums, co-payments or deductibles as if he was
still an employee, the Executive's continued participation in all group
insurance, life insurance, health and accident, disability and other employee
benefit plans, programs and arrangements offered by the Bank in which the
Executive was entitled to participate immediately prior to the Date of
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Termination (other than retirement plans or stock compensation plans of the
Employers), subject to subparagraph (C) below and Section 5(h), and
(C) in the event that the Executive's participation in any plan, program or
arrangement as provided in subparagraph (B) of this Section 5(f) is barred, or
during such period any such plan, program or arrangement is discontinued or the
benefits thereunder are materially reduced, the Bank 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.
(g) INVOLUNTARY OR GOOD REASON TERMINATION CONCURRENTLY WITH OR SUBSEQUENT
TO A CHANGE IN CONTROL. In the event that (i) the Executive's employment is
terminated by the Bank 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 Bank, 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, in each case
either concurrently with or subsequent to a Change in Control, then the Bank
shall:
(A) pay to the Executive, in a lump sum as of the Date of Termination, a
cash severance amount equal to 2.99 times that portion of the Executive's "base
amount" (as defined in Section 280G(b)(3) of the Code paid by the Bank,
(B) maintain and provide for a period ending at the earlier of (i)
thirty-six (36) months after the Date 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)), with the
Executive responsible for paying the same share of any premiums, co-payments or
deductibles as if he was still an employee, the Executive's continued
participation in all group insurance, life insurance, health and accident,
disability and other employee benefit plans, programs and arrangements offered
by the Bank in which the Executive was entitled to participate immediately prior
to the Date of Termination (other than retirement plans or stock compensation
plans of the Employers), subject to subparagraph (C) below and Section 5(h), and
(C) in the event that the Executive's participation in any plan, program or
arrangement as provided in subparagraph (B) of this Section 5(h) is barred, or
during such period any such plan, program or arrangement is discontinued or the
benefits thereunder are materially reduced, the Bank 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.
(h) COMPLIANCE WITH SECTION 409A OF THE CODE. Notwithstanding any other
provisions contained in this Agreement, if the provision of any of the benefits
covered by this Section 5 would trigger the 20% tax and interest penalties under
Section 409A of the Code either due to the nature of such benefit or the length
of time it is being provided, then the benefit(s) that would trigger such tax
and interest penalties due to the nature of such benefit shall not be provided
at all and the benefit(s) that would trigger the tax and interest penalties if
provided
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beyond the "limited period of time" set forth in the regulations under Section
409A shall not be provided beyond such limited period of time (the "Excluded
Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the
Executive, in a lump sum within 30 days following termination of employment or
within 30 days after such determination should it occur after termination of
employment, a cash amount equal to the cost to the Employers of providing the
Excluded Benefits.
6. LIMITATION OF BENEFITS UNDER CERTAIN CIRCUMSTANCES. If the payments and
benefits pursuant to Section 5 hereof, either alone or together with other
payments and benefits which the Executive has the right to receive from the
Employers, would constitute a "parachute payment" under Section 280G of the
Code, then the payments and benefits payable by the Bank pursuant to Section 5
hereof shall be reduced by the minimum amount necessary to result in no portion
of the payments and benefits under Section 5 being non-deductible to the Bank
pursuant to Section 280G of the Code and subject to the excise tax imposed under
Section 4999 of the Code. If the payments and benefits under Section 5 are
required to be reduced, the cash severance shall be reduced first, followed by a
reduction in the fringe benefits. The determination of any reduction in the
payments and benefits to be made pursuant to Section 5 shall be based upon the
opinion of independent tax counsel selected by the Bank and paid by the Bank.
Such counsel shall promptly prepare the foregoing opinion, but in no event later
than thirty (30) days from the Date of Termination, and may use such actuaries
as such counsel deems necessary or advisable for the purpose. Nothing contained
herein shall result in a reduction of any payments or benefits to which the
Executive may be entitled upon termination of employment under any circumstances
other than as specified in this Section 6, or a reduction in the payments and
benefits specified in Section 5 below zero.
7. MITIGATION; EXCLUSIVITY OF BENEFITS.
(a) The Executive shall not be required to mitigate the amount of any
benefits hereunder by seeking other employment or otherwise, nor shall the
amount of any such benefits be reduced by any compensation earned by the
Executive as a result of employment by another employer after the Date of
Termination or otherwise, except as set forth in Sections 5(f) and (g) above.
(b) The specific arrangements referred to herein are not intended to
exclude any other benefits which may be available to the Executive upon a
termination of employment with the Employers pursuant to employee benefit plans
of the Employers or otherwise.
8. WITHHOLDING. All payments required to be made by the Bank hereunder to
the Executive shall be subject to the withholding of such amounts, if any,
relating to tax and other payroll deductions as the Bank may reasonably
determine should be withheld pursuant to any applicable law or regulation.
9. STANDARDS AND NON-COMPETITION. The Executive shall perform the
Executive's duties and responsibilities under this Agreement in accordance with
such reasonable standards as may be established from time to time by the Board
of Directors of the Bank. The reasonableness of such standards shall be measured
against standards for executive performance generally
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prevailing in the thrift industry. The Executive agrees that during the term of
his employment hereunder, except with the express consent of the Employers, he
will not, directly or indirectly, engage or participate in, become a trustee or
director of, or render advisory or other services for any other firm,
corporation, business entity or business enterprise that accepts deposits from
the public or makes loans to the public (a "Competing Business"), provided,
however, that the Executive shall not be precluded or prohibited from owning
passive investments in any Competing Business so long as such ownership does not
require him to devote time to or participate in the management of the business
in which he has invested. If the Executive's employment is terminated by the
Executive without Good Reason or by the Employers for Cause, then the Executive
shall not become an officer, employee, director, trustee or partner of or render
services to any Competing Business (except for passive investments of less than
5% of the Competing Business) which accept deposits and/or makes loans to the
public within the marketing area of the Employers as it exists at the time of
the Executive's termination for a period of two (2) years following such
termination of employment; and if the Executive is employed by a Competing
Business which opens an office and/or extends its operations into the prohibited
marketing area of the Employers within two (2) years following the Executive's
termination of employment with the Employer, he must terminate his employment
with the Competing Business until the two (2) year period has expired.
Notwithstanding anything to the contrary contained herein, during the term of
this Agreement, the Executive shall have no employment contract or other written
or oral agreement concerning employment as an officer or employee with any
entity or person other than the Employers. Nothing contained in this Agreement
shall in any way restrict the right of the Executive to serve as a director,
officer, trustee or in any similar capacity with respect to any not-for-profit
organization, any fraternal organization or any church or religious
organization, or as a trustee or fiduciary with respect to any trust, will or
estate. The Employers' marketing area is each county in which the Bank actively
solicits deposits and mortgage loans. This Section 9 shall not be applicable if
the Executive's employment is terminated following a Change in Control for any
reason other than for Cause.
10. ASSIGNABILITY. The Bank may assign this Agreement and its rights and
obligations hereunder in whole, but not in part, to any corporation, bank or
other entity with or into which the Bank may hereafter merge or consolidate or
to which the Bank may transfer all or substantially all of its assets, if in any
such case said corporation, bank or other entity shall by operation of law or
expressly in writing assume all obligations of the Bank hereunder as fully as if
it had been originally made a party hereto, but may not otherwise assign this
Agreement or its rights and obligations hereunder. The Executive may not assign
or transfer this Agreement or any rights or obligations hereunder.
11. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:
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To the Corporation: Secretary
Abington Bancorp, Inc.
000 Xxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
To the Bank: Secretary
Abington Savings Bank
000 Xxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
To the Executive: Xxxxxx X. Xxxxx
At the address last appearing on
the personnel records of the Employers
12. AMENDMENT; WAIVER. No provisions of this 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 Bank to sign on its
behalf. No waiver by any party hereto at any time of any breach by any other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. In addition, notwithstanding anything in this Agreement to the
contrary, the Bank may amend in good faith any terms of this Agreement,
including retroactively, in order to comply with Section 409A of the Code.
13. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the United States
where applicable and otherwise by the substantive laws of the Commonwealth of
Pennsylvania.
14. INVALIDITY; ENFORCEABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect. Any provision in this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective only to the
extent of such prohibition or unenforceability without invalidating or affecting
the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
15. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the rules then in effect for the American Arbitration
Association, Philadelphia, Pennsylvania, and judgment upon the award rendered
may be entered in any court having jurisdiction thereof.
16. NATURE OF OBLIGATIONS. Nothing contained herein shall create or require
the Bank to create a trust of any kind to fund any benefits which may be payable
hereunder, and to the extent that the Executive acquires a right to receive
benefits from the Bank hereunder, such right shall be no greater than the right
of any unsecured general creditor of the Bank.
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17. HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
18. CHANGES IN STATUTES OR REGULATIONS. If any statutory or regulation
provision referenced herein is subsequently changed or re-numbered, or is
replaced by a separate provision, then the references in this Agreement to such
statutory or regulatory provision shall be deemed to be a reference to such
section as amended, re-numbered or replaced.
19. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
20. REGULATORY PROHIBITION. Notwithstanding any other provision of this
Agreement to the contrary, any payments made to the Executive pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with Section 18(k) of the FDIA (12 U.S.C. Section 1828(k)) and 12 C.F.R. Part
359.
21. PAYMENT OF COSTS AND LEGAL FEES AND REINSTATEMENT OF BENEFITS. In the
event any dispute or controversy arising under or in connection with the
Executive's termination is resolved in favor of the Executive, whether by
judgment, arbitration or settlement, the Executive shall be entitled to the
payment of (a) all legal fees incurred by the Executive in resolving such
dispute or controversy, and (b) any back-pay, including Base Salary, bonuses and
any other cash compensation, fringe benefits and any compensation and benefits
due to the Executive under this Agreement.
22. ENTIRE AGREEMENT. This Agreement embodies the entire agreement between
the Bank and the Executive with respect to the matters agreed to herein. All
prior agreements between the Bank and the Executive with respect to the matters
agreed to herein, including but not limited to the Prior Agreement, are hereby
superseded and shall have no force or effect. Notwithstanding the foregoing,
nothing contained in this Agreement shall affect the agreement of even date
being entered into between the Corporation and the Executive.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.
Attest: ABINGTON SAVINGS BANK
/s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxxx Xx.
----------------------------------- ---------------------------------
Name: Xxxxxx Xxxxxxxxxxx Xx.
---------------------------------
Title: Chairman, Compensation Committee
---------------------------------
EXECUTIVE
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
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