1
Exhibit 10.1
PATRIOT BANK CORP.
EMPLOYMENT AGREEMENT
This AGREEMENT ("Agreement") made as of February 22, 2001, by and between
Patriot Bank Corp. (the "Holding Company"), a corporation organized under the
laws of the Commonwealth of Pennsylvania, with its principal administrative
office at High and Hanover Street, Pottstown, Pennsylvania, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
(the "Executive"). Any reference to "Bank" herein shall mean Patriot Bank or any
successor thereto.
WHEREAS, the Holding Company wishes to assure itself of the services of
Executive for the period provided in this Agreement; and
WHEREAS, the Executive is willing to serve in the employ of the Holding Company
on a full-time basis for said period.
NOW, THEREFORE, in consideration of a payment of $25,000 to Executive
contemporaneously with the execution of this Agreement and the mutual covenants
herein contained, and upon the other terms and conditions hereinafter provided,
the parties hereby agree as follows:
POSITION AND RESPONSIBILITIES.
During the period of Executive's employment hereunder, Executive agrees to serve
as President and Chief Executive Officer of the Holding Company. The Executive
shall render administrative and management services to the Holding Company such
as are customarily performed by persons in a similar executive capacity. During
said period, Executive also agrees to serve, if elected, as an officer and
director of any subsidiary of the Holding Company.
TERMS.
The period of Executive's employment under this Agreement shall be deemed to
have commenced as of the date first above written and shall continue for a
period of thirty-six (36) full calendar months thereafter. Commencing on the
date of the execution of this Agreement, the term of this Agreement shall be
extended for one day each day until such time as the board of directors of the
Holding Company (the "Board") or Executive elects not to extend the term of the
Agreement by giving written notice to the other party in accordance with Section
8 of this Agreement, in which case the term of this Agreement shall be fixed and
shall end on the third anniversary of the date of such written notice.
During the period of Executive's employment hereunder, except for periods of
absence occasioned by illness, reasonable vacation periods, and reasonable
leaves of absence, Executive shall devote substantially all his business time,
attention, skill, and efforts to the faithful performance of his duties
hereunder including activities and services related to the organization,
operation and management of the Holding Company and its direct or indirect
subsidiaries ("Subsidiaries") and participation in community and civic
organizations; provided, however, that, with the approval of the Board, as
evidenced by a resolution of such Board, from time to time, Executive may serve,
or continue to serve, on the boards of directors of, and hold any other offices
or positions in, companies or organizations, which, in such Board's judgment,
will not present any conflict of interest with the Holding Company or its
Subsidiaries, or materially affect the performance of Executive's duties
pursuant to this Agreement.
Notwithstanding anything herein contained to the contrary: (i) Executive's
employment with the Holding Company may be terminated by the Holding Company or
Executive during the term of this Agreement, subject to the terms and conditions
of this Agreement; (ii) nothing in this Agreement shall mandate or prohibit a
continuation of Employee's employment following the expiration of the term of
the Agreement upon such terms as the Board and the Executive may mutually agree.
Upon the termination of Executive's employment with the Holding Company, the
daily extensions provided pursuant to Section 2(a), shall cease (if such
extension have not previously ceased), and, if such termination is under
circumstances described in Section 4(a), the term "remaining term of the
Agreement" in Section 4(b) shall mean the period of time commencing from the
date of such termination and ending the last day of the employment period
computed with reference to all extensions prior to such termination.
2
COMPENSATION AND REIMBURSEMENT.
The Executive shall be entitled to a salary from the Holding Company or its
Subsidiaries of $225,000 per year ("Base Salary"). Base Salary shall include any
amounts of compensation deferred by Executive under any qualified or unqualified
plan maintained by the Holding Company and its Subsidiaries. Such Base Salary
shall be payable bi-weekly. During the period of this Agreement, Executive's
Base Salary shall be reviewed at least annually; the first such review will be
made no later than one year from the date of this Agreement. Such review shall
be conducted by the Board or by a Committee of the Board delegated such
responsibility by the Board. The Committee or the Board may increase Executive's
Base Salary. Any increase in Base Salary shall become the "Base Salary" for
purposes of this Agreement. In addition to the Base Salary provided in this
Section 3(a), the Holding Company shall also provide Executive, at no premium
cost to Executive, with all such other benefits as provided uniformly to
permanent full-time employees of the Holding Company and its Subsidiaries.
The Holding Company will provide Executive with employee benefit plans,
arrangements and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement, and the Holding Company and its
Subsidiaries will not, without Executive's prior written consent, make any
changes in such plans, arrangements or perquisites which would materially
adversely affect Executive's rights or benefits thereunder, except to the extent
that such changes are made applicable to all Holding Company and Bank employees
eligible to participate in such plans, arrangements and perquisites on a
non-discriminatory basis. Without limiting the generality of the foregoing
provisions of this Subsection (b), Executive shall be entitled to participate in
or receive benefits under any employee benefit plans including, but not limited
to, retirement plans, supplemental retirement plans, pension plans,
profit-sharing plans, health-and-accident plans, medical coverage or any other
employee benefit plan or arrangement made available by the Holding Company and
its Subsidiaries in the future to its senior executives and key management
employees, subject to and on a basis consistent with the terms, conditions and
overall administration of such plans and arrangements. Executive shall be
entitled to incentive compensation and bonuses as provided in any plan of the
Holding Company and its Subsidiaries in which Executive is eligible to
participate. Nothing paid to the Executive under any such plan or arrangement
will be deemed to be in lieu of other compensation to which the Executive is
entitled under this Agreement.
In addition to the Base Salary provided for by Paragraph (a) of this Section 3
and other compensation provided for by Paragraph (b) of this Section 3, the
Holding Company shall pay or reimburse Executive for all reasonable travel and
other reasonable expenses incurred in the performance of Executive's obligations
under this Agreement and may provide such additional compensation in such form
and such amounts as the Board may from time to time determine. The Executive
shall be provided, at his option, with an automobile expense allowance or the
use of a recent model automobile which will be owned or leased by the Holding
Company or the Bank, as may be mutually agreed upon by the Executive and the
Holding Company or the Bank. All reasonable expenses associated therewith shall
be borne by the Holding Company or the Bank.
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.
The provisions of this Section shall in all respects be subject to the terms and
conditions stated in Section 7.
Upon the occurrence of an Event of Termination (as herein defined) during the
Executive's term of employment under this Agreement, the provisions of this
Section shall apply. As used in this Agreement, an "Event of Termination" shall
mean and include any one or more of the following: (i) the termination by the
Holding Company of Executive's full-time employment hereunder for any reason
other than a Change in Control, as defined in Section 5(a) hereof, or
Termination for Cause, as defined in Section 7 hereof; (ii) Executive's
resignation from the Holding Company's employ, upon, any (A) failure to elect or
reelect or to appoint or reappoint Executive as President and Chief Executive
Officer, unless consented to by the Executive, (B) unless consented to by the
Executive, a material change in Executive's function, duties, or
responsibilities with the Holding Company or its Subsidiaries, which change
would cause Executive's position to become one of lesser responsibility,
importance, or scope from the position and attributes thereof described in
Section 1, above, (C) a relocation of Executive's principal place of employment
by more than 20 miles from its location at the effective date of this Agreement,
unless consented to by the Executive, (D) a material reduction in the benefits
and perquisites to the Executive from those being provided as of the effective
date of this Agreement, unless consented to by the Executive, (E) a liquidation
or dissolution of the Holding Company or the Bank, or (F) breach of this
Agreement by the Holding Company; or (iii) the failure or refusal of the Holding
Company and/or the Bank to extend this Agreement pursuant to Section 2 (a)
3
above. Upon the occurrence of any event described in clauses (A), (B), (C), (D),
(E) or (F), above, Executive shall have the right to elect to terminate his
employment under this Agreement by resignation upon not less than thirty (30)
days prior written notice given within six (6) full calendar months after the
event giving rise to said right to elect.
Upon the Event of Termination, Executive shall be entitled to the benefits
provided in Section 5(c) and (d) below, and such benefits shall not be reduced
in the event that Executive obtains other employment following termination of
his employment hereunder.
Upon the occurrence of an Event of Termination, the Holding Company will cause
to be continued life, medical, dental and disability coverage substantially
equivalent to the coverage maintained by the Holding Company or its Subsidiaries
for Executive prior to his termination at no premium cost to the Executive. Such
coverage shall cease upon the expiration of the remaining term of this
Agreement.
CHANGE IN CONTROL.
No benefit shall be payable under this Section 5 unless there shall have been a
Change in Control of the Bank or the Holding Company. For purposes of this
Agreement, a "Change in Control" of the Holding Company or the Bank shall mean
an event of a nature that; (i) would be required to be reported in response to
Item 1 (a) of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of ▇▇▇▇ (▇▇▇
"▇▇▇▇▇▇▇▇ ▇▇▇"); or (ii) results in a Change in Control of the Bank or the
Holding Company within the meaning of the Change in Bank Control Act and the
Rules and Regulations promulgated by the Federal Deposit Insurance Corporation
("FDIC") at 12 C.F.R. Section 303.4(a) with respect to the Bank and the Board of
Governors of the Federal Reserve System ("FRB") at 12 C.F.R. Section 225.41(b)
with respect to the Holding Company, as in effect on the date hereof, or; (iii)
results in a transaction requiring prior FRB approval under the Bank Holding
Company Act of 1956 and the regulations promulgated thereunder by the FRB at 12
C.F.R. Section 225.11, as in effect on the date hereof, or (iv) without
limitation such a Change in Control shall be deemed to have occurred at such
time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of voting securities of the
Bank or the Holding Company representing 20% or more of the Bank's or the
Holding Company's outstanding voting securities or right to acquire such
securities except for any voting securities of the Bank purchased by the Holding
Company and any voting securities purchased by any employee benefit plan of the
Holding Company or its Subsidiaries; or (B) individuals who constitute the Board
on the date hereof (the "Incumbent Board") cease for any reason to constitute at
least a majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or whose
nomination for election by the Company's stockholders was approved by a
Nominating Committee solely composed of members which are Incumbent Board
members, shall be, for purposes of this clause (B), considered as though he were
a member of the Incumbent Board: or (C) a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets of the Bank or the
Holding Company or similar transaction occurs or is effectuated in which the
Bank or Holding Company is not the resulting entity; provided, however, that
such an event listed above will be deemed to have occurred or to have been
effectuated upon the receipt of all required federal regulatory approvals not
including the lapse of any statutory waiting periods; or (D) a proxy statement
has been distributed soliciting proxies from stockholders of the Holding
Company, by someone other than the current management of the Holding Company,
seeking stockholder approval of a plan of reorganization, merger or
consolidation of the Holding Company or Bank with one or more corporations as a
result of which the outstanding shares of the class of securities then subject
to such plan or transaction are exchanged for or converted into cash or property
or securities not issued by the Bank or the Holding Company; or (E) a tender
offer is made for 20% or more of the voting securities of the Bank or Holding
Company.
If a Change in Control has occurred pursuant to Section 5(a) or the Board has
determined that a Change in Control has occurred, Executive shall be entitled to
the benefits provided in paragraphs (c) and, (d), of this Section 5 upon his
subsequent termination of employment at any time during the term of this
Agreement due to (i) Executive's dismissal, or (ii) Executive's voluntary
resignation following any demotion, loss of title, office or significant
authority or responsibility, reduction in the annual compensation or material
reduction in benefits or relocation of his principal place of employment by more
than 20 miles from its location immediately prior to the change in control,
unless such termination is because of his death, disability, Retirement or
Termination for Cause.
Upon the Executive's entitlement to benefits pursuant to Section 5(b), the
Holding Company shall pay Executive, or in the event of his subsequent death,
his beneficiary or beneficiaries, or his estate, as the case may be, as
severance pay or liquidated damages, or both, a sum equal to the greater of: (i)
the payments due for the remaining term of the
4
Agreement; or (ii) three (3) times Executive's average annual compensation for
the five (5) preceding full calendar years that Executive was employed by the
Company or such lesser number of full calendar years in the event that Executive
shall have been employed by the Company as President and Chief Executive Officer
for less than five (5) full calendar years. Such annual compensation shall
include Base Salary, commissions, bonuses, contributions on behalf of Executive
to any pension and profit sharing plan, severance payments, directors or
committee fees and fringe benefits paid or to be paid to the Executive during
such years. At the election of the Executive, which election is to be made
within thirty (30) days of the Date of Termination following a Change in
Control, such payment shall be made in a lump sum or paid in equal monthly
installments during the thirty-six (36) months, following Executive's Date of
Termination. In the event that no election is made, payment to the Executive
will be made on a monthly basis in approximately equal installments during the
remaining term of the Agreement. Such payments shall not be reduced in the event
Executive obtains other employment following termination of employment.
Upon the Executive's entitlement to benefits pursuant to Section 5(b), the
Company will cause to be continued life, medical, dental and disability coverage
substantially equivalent to the coverage maintained by the Bank for Executive at
no premium cost to Executive prior to his severance. Such coverage and payments
shall cease upon the expiration of thirty-six (36) months following the Date of
Termination.
CHANGE OF CONTROL RELATED PROVISIONS.
In each calendar year that Executive is entitled to receive payments or benefits
under the provisions of the Employment Agreement with the Bank and this
Employment Agreement, the Holding Company shall determine if an excess parachute
payment (as defined in Section 4999 of the Internal Revenue Code of 1986, as
amended, and any successor provision thereto, (the "Code")) exists. Such
determination shall be made after taking any reductions permitted pursuant to
Section 280G of the Code and the regulations thereunder. Any amount determined
to be an excess parachute payment after taking into account such reductions
shall be hereafter referred to as the "Initial Excess Parachute Payment." As
soon as practicable after a Change in Control, the Initial Excess Parachute
Payment shall be determined. Upon the Date of Termination following a Change in
Control, the Holding Company shall pay Executive, subject to applicable
withholding requirements under applicable city, state or federal law an amount
equal to: twenty (20) percent of the Initial Excess Parachute Payment (or such
other amount equal to the tax imposed under Section 4999 of the Code; and such
additional amount (tax allowance) as may be necessary to compensate Executive
for the payment by Executive of city, state and federal income and excise taxes
on the payment provided under clause (1) and on any payments under this Clause
(2). In computing such tax allowance, the payment to be made under Clause (1)
shall be multiplied by the "gross up percentage" ("GUP"). The GUP shall be
determined as follows:
Tax Rate
GUP = --------------
1 - Tax Rate
The "Tax Rate" for purposes of computing the GUP shall be the sum of the highest
marginal federal, state and city income and employment related tax rates,
including any applicable excise tax rates, applicable to the Executive in the
year in which the payment under Clause (1) is made.
Notwithstanding the foregoing, if it shall subsequently be determined in a final
judicial determination or a final administrative settlement to which Executive
is a party that the excess parachute payment as defined in Section 4999 of the
Code, reduced as described above, is more than the Initial Excess Parachute
Payment (such different amount being hereafter referred to as the "Determinative
Excess Parachute Payment") then the Holding Company's independent accountants
shall determine the amount (the "Adjustment Amount") the Holding Company must
pay to the Executive in order to put the Executive in the same position as the
Executive would have been if the Initial Excess Parachute Payment had been equal
to the Determinative Excess Parachute Payment. In determining the Adjustment
Amount, independent accountants of the Holding Company shall take into account
any and all taxes (including any penalties and interest) paid by or for
Executive or refunded to Executive or for Executive's benefit. As soon as
practicable after the Adjustment Amount has been so determined, the Holding
Company shall pay the Adjustment Amount to Executive. In no event however, shall
Executive make any payment under this Paragraph to the Holding Company.
TERMINATION FOR CAUSE.
The term "Termination for Cause" shall mean termination because of a material
loss to the Holding Company or one of its affiliates caused by Executive's
personal dishonesty, willful misconduct, any breach of fiduciary duty
5
involving personal profit, intentional failure to perform stated duties, willful
violation of any law, rule, regulation (other than traffic violations or similar
offenses), final cease and desist order or material breach of any provision of
this Agreement. Notwithstanding the foregoing, Executive shall not be deemed to
have been terminated for Cause unless and until there shall have been delivered
to him a Notice of Termination which shall include a copy of a resolution duly
adopted by the affirmative vote of not less than three-fourths of the members of
the Board at a meeting of the Board called and held for that purpose (after
reasonable notice to Executive and an opportunity for him, together with
counsel, to be heard before the Board), finding that in the good faith opinion
of the Board, Executive was guilty of conduct justifying Termination for Cause
and specifying the particulars thereof in detail. The Executive shall not have
the right to receive compensation or other benefits for any period after
Termination for Cause. During the period beginning on the date of the Notice of
Termination for Cause pursuant to Section 8 hereof through the Date of
Termination, stock options and related limited rights granted to Executive under
any stock option plan shall not be excercisable nor shall any unvested awards
granted to Executive under any stock benefit plan of the Bank, the Holding
Company or any subsidiary or affiliate thereof, vest. At the Date of
Termination, such stock options and related limited rights and any such unvested
awards shall become null and void and shall not be exercisable by or delivered
to Executive at any time subsequent to such Termination for Cause.
NOTICE.
Any purported termination by the Holding Company or by Executive shall be
communicated by Notice of Termination to the other party hereto. For purposes of
this Agreement, a "Notice of Termination" shall mean a written notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.
Subject to Section 9(c), "Date of Termination" shall mean the date specified in
the Notice of Termination (which, in the case of a Termination for Cause, shall
not be less than thirty (30) days from the date such Notice of Termination is
given) provided, however, that if a dispute exists regarding the Executive's
termination, the "Date of Termination" shall be determined in accordance with
Section 8(c) of this Agreement.
If, within thirty (30) days after any Notice of Termination is given, the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, except upon the occurrence of a Change in
Control and voluntary termination by the Executive in which case the Date of
Termination shall be the date specified in the Notice, the Date of Termination
shall be the date on which the dispute is finally determined, either by mutual
written agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent jurisdiction (the time for
appeal therefrom having expired and no appeal having been perfected) and
provided further that the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, the Holding Company will
continue to pay Executive his full compensation in effect when the notice giving
rise to the dispute was given (including, but not limited to, Base Salary) and
continue him as a participant in all compensation, benefit and insurance plans
in which he was participating when the notice of dispute was given, until the
dispute is finally resolved in accordance with this Agreement. Amounts paid
under this Section are in addition to all other amounts due under this Agreement
and shall not be offset against or reduce any other amounts due under this
Agreement.
POST-TERMINATION OBLIGATIONS.
All payments and benefits to Executive under this Agreement shall be subject to
Executive's compliance with this Section 9 for one (1) full year after the
earlier of the expiration of this Agreement or termination of Executive's
employment with the Holding Company.
Executive shall, upon reasonable notice, furnish such information and assistance
to the Holding Company as may reasonably be required by the Holding Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become, a party.
NONCOMPETITION; NONDISCLOSURE.
Upon resignation of Executive (other than Executive's voluntary resignation as
defined in Section 5 (b)(2)) or any Event of Termination pursuant to Section 4
of this Agreement, Executive agrees not to compete with the Holding Company for
a period of one (1) year following such resignation or Event of Termination in
any county in which
6
the Executive's normal business office is located and the Holding Company has an
office or has filed an application for regulatory approval to establish an
office, determined as of the effective date of such resignation or Event of
Termination, except as agreed to pursuant to a resolution duly adopted by the
Board. Executive agrees that during such period and within said counties,
Executive shall not work for or advise, consult or otherwise serve with,
directly or indirectly, any entity whose business materially competes with the
depository, lending or other business activities of the Holding Company. The
parties hereto, recognizing that irreparable injury will result to the Holding
Company, its business and property in the event of Executive's breach of this
Subsection 10(a), agree that in the event of any such breach by Executive, the
Holding Company will be entitled, in addition to any other remedies and damages
available, to an injunction to restrain the violation hereof by Executive,
Executive's partners, agents, servants, employees and all persons acting for or
under the direction of Executive. Executive represents and admits that
Executive's experience and capabilities are such that Executive can obtain
employment in a business engaged in other lines and/or of a different nature
than the Holding Company, and that the enforcement of a remedy by way of
injunction will not prevent Executive from earning a livelihood. Nothing herein
will be construed as prohibiting the Holding Company from pursuing any other
remedies available to the Holding Company for such breach or threatened breach,
including the recovery of damages from Executive.
Executive recognizes and acknowledges that the knowledge of the business
activities and plans for business activities of the Holding Company and its
Subsidiaries as it may exist from time to time, is a valuable, special and
unique asset of the business of the Holding Company and its Subsidiaries.
Executive will not, during or after the term of his employment disclose any
knowledge of the past, present, planned or considered business activities of the
Holding Company and its Subsidiaries thereof to any person, firm, corporation,
or other entity for any reason or purpose whatsoever unless expressly authorized
by the Board of Directors or required by law. Notwithstanding the foregoing,
Executive may disclose any knowledge of banking, financial and/or economic
principles, concepts or ideas which are not solely and exclusively derived from
the business plans and activities of the Holding Company. In the event of a
breach or threatened breach by the Executive of the provisions of this Section,
the Holding Company will be entitled to an injunction restraining Executive from
disclosing, in whole or in part, the knowledge of the past, present, planned or
considered business activities of the Holding Company or its Subsidiaries or
from rendering any services to any person, firm, corporation, other entity to
whom such knowledge, in whole or in part, has been disclosed or is threatened to
be disclosed. Nothing herein will be construed as prohibiting the Holding
Company from pursuing any other remedies available to the Holding Company for
such breach or threatened breach, including the recovery of damages from
Executive.
SOURCE OF PAYMENTS.
All payments provided in this Agreement shall be timely paid in cash or check
from the general funds of the Holding Company subject to this Section 11(b).
Notwithstanding any provision herein to the contrary, to the extent that
payments and benefits, as provided by this Agreement, are paid to or received by
Executive under the Employment Agreement effective February 22, 2001, between
Executive and the Bank, such compensation payments and benefits paid by the Bank
will be subtracted from any amount due simultaneously to Executive under similar
provisions of this Agreement. Payments pursuant to this Agreement and the Bank
Agreement shall be allocated in proportion to the level of activity and the time
expended on such activities by the Executive as determined by the Holding
Company and the Bank on a quarterly basis.
EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.
This Agreement contains the entire understanding between the parties hereto and
supersedes any prior employment agreement between the Holding Company or any
predecessor of the Holding Company and Executive, except that this Agreement
shall not affect or operate to reduce any benefit or compensation inuring to the
Executive of a kind elsewhere provided. No provision of this Agreement shall be
interpreted to mean that Executive is subject to receiving fewer benefits than
those available to him without reference to this Agreement.
NO ATTACHMENT.
Except as required by law, no right to receive payments under this Agreement
shall be subject to anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge, or hypothecation, or to execution,
7
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect. This Agreement shall be binding upon, and inure to the
benefit of, Executive and the Holding Company and their respective successors
and assigns.
MODIFICATION AND WAIVER.
This Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto. No term or condition of this Agreement shall be
deemed to have been waived, nor shall there be any estoppel against the
enforcement of any provision of this Agreement, except by written instrument of
the party charged with such waiver or estoppel. No such written waiver shall be
deemed a continuing waiver unless specifically stated therein, and each such
waiver shall operate only as to the specific term or condition waived and shall
not constitute a waiver of such term or condition for the future as to any act
other than that specifically waived.
SEVERABILITY.
If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall to the full extent consistent with
law continue in full force and effect.
HEADINGS FOR REFERENCE ONLY.
The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
GOVERNING LAW.
This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania, unless otherwise specified herein.
ARBITRATION.
Any dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration, conducted before a panel of three
arbitrators sitting in a location selected by the Executive within fifty (50)
miles from the location of the Bank, in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.
In the event any dispute or controversy arising under or in connection with
Executive's termination is resolved in favor of the Executive, whether by
judgment, arbitration or settlement, Executive shall be entitled to the payment
of all back-pay, including salary, bonuses and any other cash compensation,
fringe benefits and any compensation and benefits due Executive under this
Agreement.
PAYMENT OF COSTS AND LEGAL FEES.
In the event any dispute or controversy arising under or in connection with
Executive's termination is resolved in Executive's favor, whether by judgment,
arbitration or settlement, Executive shall be entitled to the payment of (i) all
reasonable legal fees paid or incurred by Executive in resolving such dispute or
controversy, and (ii) any back-pay, including salary, bonuses and any other cash
compensation, fringe benefits and any compensation and benefits due Executive
under this Agreement.
INDEMNIFICATION.
The Holding Company shall provide Executive (including his heirs, executors and
administrators) with coverage under a standard directors' and officers'
liability insurance policy at its expense, or in lieu thereof, shall indemnify
Executive (and his heirs, executors and administrators) to the fullest extent
permitted under Pennsylvania law
8
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 a director or officer of the Holding
Company (whether or not he continues to be a director or officer at the time of
incurring such expenses or liabilities), such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.
SUCCESSOR TO THE HOLDING COMPANY.
The Holding Company shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Bank or the Holding Company,
expressly and unconditionally to assume and agree to perform the Holding
Company's obligations under this Agreement, in the same manner and to the same
extent that the Holding Company would be required to perform if no such
succession or assignment had taken place.
SIGNATURES
IN WITNESS WHEREOF, PATRIOT BANK CORP. has caused this Agreement to be executed
and its seal to be affixed hereunto by its duly authorized officer and its
directors, and Executive has signed this Agreement, on the 22nd day of February,
2001.
PATRIOT BANK CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Secretary
WITNESS:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
