EMPLOYMENT AGREEMENT
This is an Agreement between First National Bank of
Xxxxxxx County and its affiliates (the -Bank") and Xxxxx X. X'Xxxxxx (the
"Employee").
WHEREAS the Employee has been employed by the Bank as Executive
Vice President, Personal Banking Division, and that employment has been
amicably terminated.
WHEREAS, the employee has valuable training and experience in
banking and financial services,
WHEREAS, the Bank desires to employ the Employee as a Client
Relationship Officer to render services for the Bank and on behalf of the
Bank and the employee desires to be so employed.
WHEREAS, the Bank and Employee entered into a certain Separation
Agreement and Release which became effective on December 2, 2004
("Separation Agreement") which provides for certain payments to Employee
over a period of time
WHEREAS, the parties intend that the salary, car allowance and
group term life insurance received by Employee in the first twelve months
after the Commencement Date of this Agreement shall offset the Bank's
obligation to make payments to Employee under the aforesaid Separation
Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the adequacy of which is hereby acknowledged, the Bank and Employee
agree as follows:
1.Employment.
The Bank hereby employs the Employee as a Client
Relationship Officer (the "Position") and the Employee hereby accepts such
employment and its attendant responsibilities, and agrees to serve the Bank
in such capacities as set forth in the job description for a Client
Relationship Officer with the Bank, a copy of which is attached hereto as
Exhibit A. Employee shall also be expected to meet certain performance
goals, as established by the President or his designee, which goals shall
be established after conferring with Employee during the first month after
the Commencement Date of this Agreement.
0.Xxxxxxxx.
In carrying out his duties the employee shall report to
and accept direction from the President of the Bank, or his designee.
The Employee shall serve the Bank diligently, competently,
and to the best of his abilities during the period of employment. The
Employee shall devote substantially all of his time and attention to the
business of the Bank and its affiliates, and shall not undertake any other
duties which conflict with these responsibilities
The Employee shall render such services as may reasonably
be required of him to accomplish the business purposes of the Bank, which
shall include specific responsibility as set forth in the job description,
Exhibit A, and such performance goals and duties as the President of the
Bank or his designee may assign to him from time to time and which are
appropriate to the Position.
3. Term.
The term of employment of the employee under this
Agreement shall commence on November 29, 2004 ("Commencement Date") and
shall continue in full force and effect until either the employee or
the Bank shall have given written notice of intent to terminate this
Agreement, which notice shall be given at least 14 days before the
effective date of termination.,
4. Compensation.
(a) Base Salary. The Employee's base starting salary
shall be at an annualized rate of One Hundred Seven Thousand Dollars
($107,000) ("Annual Base Salary"). The Employee's Annual Base Salary
shall be reviewed annually throughout his employment with the Bank
during the Bank's regular performance review process. If the employee
chooses to work part-time (less than 40 hours per week), this
annualized rate will be pro-rated based on the hours worked.
(b) Incentive Compensation. The Bank may pay the
Employee additional compensation in the form of one or more bonuses,
which additional bonuses may be in such amounts, If any, and at times
the Bank may determine in its sole and absolute discretion.
(c) Car Allowance. For the first twelve months of
Employee's employment under this Agreement, the Bank shall pay Employee
a monthly car allowance of Seven Hundred Dollars ($700.00). If the
employee chooses to work parttime (less than 40 hours per week), this
annualized rate will be pro-rated based on the hours worked.
5. Benefits.
(a) During the period of employment, Employee shall be
entitled to participate in all applicable incentive, savings, and
retirement plans, practices, policies, and programs of Bank to the same
extent as other similarly situated employees of the Bank. The Employee
will be entitled to five (5) weeks of vacation annually.
(b) If the Bank provides group term life insurance to
Employee during the first twelve months of this Agreement, then the
payments due Employee under the Separation Agreement shall be reduced
by $680.25 for each month in which the Bank provides group term life
insurance to Employee.
(c) If the employee chooses to work part-time (less
than 40 hours per week), he will be entitled to the same benefits as
other similarly situated part-time employees. Vacation will be
pro-rated based on the scheduled number of hours worked per week.
(d) As of the date of the Separation Agreement, the
Employee is not covered under the Bank's medical and dental plan. The
Bank agrees that in the event the Employee's spouse ceases to receive
medical and dental coverage through her employer, then the bank will
reimburse the Employee an amount up to the full amount the Bank
typically contributes for "employee and spouse" coverage for 12 months
from the date of the loss of insurance coverage by the Employee's
spouse.
6. No Modification of Separation Agreement.
Employee and Bank agree that this Agreement in no way
modifies any portion of the Separation Agreement and that to the extent
there is any conflict between the Separation Agreement and this
Agreement, the Separation Agreement shall control. Notwithstanding the
foregoing, Employee agrees that all salary, car allowance and group
term life insurance benefits received by Employee in the first twelve
(12) months of employment by the Bank under this Agreement shall be an
offset against the Bank's obligations to make payments to Employee
under the Separation Agreement.
7. Confidential Information
All confidential information which Employee may obtain
during the period of employment relating to the business of the Bank
and its affiliates shall not be published, disclosed, or made
accessible by him to any other person, firm, or bank except in the
business and for the benefit of Bank, and its affiliates. For purposes
of this Agreement, "confidential information" shall include (i) the
identity of, and information regarding, the Bank's suppliers, vendors
and customers, (ii) Bank's research, research plans, marketing plans,
market analyses, and (iii) Bank's prices, costs and billing practices.
The provisions of this paragraph shall survive the termination of this
Agreement, but shall not apply to any information which is or becomes
publicly available otherwise than by any breach of this paragraph..
8. Remedies in Case of Breach of Certain Covenants or
Termination.
Bank and Employee agree that the damages that may
result to Bank from misappropriation of confidential information or
competition as prohibited by this Agreement could be estimated only by
conjecture and not by any accurate standard, and, therefore, any breach
by Employee of the provisions of such provisions, in addition to giving
rise to monetary damages, may be enjoined,.
9. Representations and Warranties.
a. Employee represents and warrants to Bank that he is
under no contractual or other restriction or obligation which would
prevent the performance of his duties hereunder, or which interfere
with the rights of Bank hereunder. Employee represents and agrees that
he has no agreements or arrangements with Bank or any of its affiliates
providing for the compensation of Employee in any respect other than as
set forth in this Agreement.
b. Bank represents and warrants to Employee that it
has all requisite power and authority to execute, deliver, and perform
this Agreement and all necessary corporate proceedings of Bank have
been duly taken to authorize the execution, delivery, and performance
of this Agreement by Bank.
10. Severability.
In case any one or more of the provisions contained
herein shall, for any reason, be held to be invalid, illegal, or
unenforceable in any respect such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision(s) had never been contained herein,
provided that such invalid, illegal or unenforceable provision(s) shall
first be curtailed, limited or eliminated only to the extent necessary
to remove such invalidity, illegality or unenforceability with respect
to the applicable law as it shall then be applied.
11. Modification of Agreement
This Agreement shall not be modified by any oral
agreement, either expressed or implied, and all modifications hereof
shall be in writing and signed by the parties hereto.
12. Waiver.
The waiver of any right under this Agreement by any of
the parties hereto shall not be construed as a waiver of the same right
at a future time or as a waiver of any other rights under this
Agreement
13. Governing Law,
This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without
giving affect to the principles of conflicts of laws.
14. Successors.
(a) This Agreement is personal to Employee and,
without the prior written consent of Bank, shall not be assignable by
Employee. This Agreement shall inure to the benefit of and be
enforceable by Employee's legal representatives.
(b) This Agreement shall inure to the benefit of and
be binding upon Bank and its successors and assigns.
(c) Bank shall 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 Bank expressly to
assume and agree to perform this Agreement in the same manner and to
the same extent that Bank would have been required to perform it if no
such succession had taken place. As used in this Agreement, "Bank"
shall mean both Bank as defined above and any such successor that
assumes and agrees to perform this Agreement, by operation of law or
otherwise.
15. Entire Agreement.
This Agreement constitutes the entire contract between
the parties with respect to Contractor's performance of Services for
Company. Company and Contractor have not relied upon any other
statement, agreement, or contract, whether written or oral, in deciding
to enter into this Agreement. No modification or amendment hereto shall
be valid unless executed in writing by each of the parties to the
Agreement. This Agreement is not effective until signed by both parties
16. Notices.
Any notice to be given pursuant to this Agreement
shall be sufficient if in writing and mailed by certified or registered
mail, postage-prepaid, to the addresses listed below:
If to Bank:
Xxxxx X. Xxxxx, President
First National Bank of Xxxxxxx Xxxxxx
0 Xxxxx Xxxx Xxxxxx
P. 0. Xxx 000
Xxxx Xxxxxxx, XX 00000
with a copy to:
Xxxxxxx X. Xxxxxxxxx, Esquire
XxxXxxxx Xxxxxx, Ltd.
00 Xxxx Xxxxx Xxxxxx - P. 0. Xxx 000
Xxxx Xxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
With a copy to
If to Employee:
Xxxxx X. X'Xxxxxx
000 Xxxxx Xxxx
Xxxxxxx Xxxxxx, XX
00000
(Employee to fill in preferred contact information)
EMPLOYEE FIRST NATIONAL BANK
OF XXXXXXX COUNTY
/s/ Xxxxx X. X'Xxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. X'Xxxxxx Xxxxx X. Xxxxx
Date: Date:
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