AGREEMENT
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THIS AGREEMENT ("Agreement") made as of the 20th day of October, 1995,
by and among PSB MUTUAL HOLDING COMPANY, a Pennsylvania mutual bank holding
company (the "Company"), PENNSYLVANIA SAVINGS BANK, a Pennsylvania-chartered
savings bank (the "Bank"), and XXXXXXX XXXXXXXX, an individual (the
"Executive").
WITNESSETH
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WHEREAS, the Company, the Bank and the Executive desire to enter into
an agreement regarding, among other things, the employment of the Executive by
the Company and the Bank, all as hereinafter set forth.
AGREEMENT:
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NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Employment. The Company and the Bank each hereby employ the
Executive, and the Executive hereby accepts employment with the Company and the
Bank, on the terms and conditions set forth in this Agreement.
2. Duties of Employee. The Executive shall perform and discharge well
and faithfully such duties as an executive officer of the Company and of the
Bank as may be assigned to the Executive from time to time by the respective
Boards of Trustees of the Company and the Bank. The Executive shall be employed
as President and Chief Operating Officer of the Company and of the Bank and
shall hold such other titles as may be given to him from time to time by the
respective Boards of Trustees of the Company and the Bank.
3. Term of Employment. The Executive's employment under this Agreement
shall be for a period (the "Employment Period") commencing upon the date of this
Agreement and ending at the end of the term of this Agreement pursuant to
Section 16 hereof, unless the Executive's employment is sooner terminated in
accordance with Section 5 hereof or one of the following provisions:
(a) Termination for Cause. The Executive's employment under
this Agreement may be terminated at any time during the Employment Period for
"Cause" (as herein defined), by action of the Boards of Trustees of the Company
and of the Bank, upon giving notice of such termination to the Executive at
least fifteen (15) days prior to the date upon which such termination shall take
effect. As used in this Agreement, "Cause" means any of the following events:
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(i) The Executive willfully violates any law, rule or
regulation (other than traffic violations or similar offenses that
would not in the Boards' determination effect his ability to perform
and discharge his duties hereunder);
(ii) The Executive breaches his fiduciary duty involving
personal profit or engages in an act of personal dishonesty in the
performance of his duties;
(iii) A court of competent jurisdiction makes a determination
that the Executive is incompetent by reason of the fact that he is
unable to manage his own affairs by reason of insanity or feeble
mindedness;
(iv) The Executive willfully fails to follow the lawful
instructions of the Board of Trustees of the Company or the Bank after
the Executive's receipt of written notice of such instructions, other
than a failure resulting from the Executive's incapacity because of
physical or mental illness; or
(v) The Executive violates the covenant not to compete
contained in Section 7 hereof.
In addition, the Executive's employment under this Agreement shall not be deemed
to have been terminated for "Cause" under Sections 3(a)(i), (ii) or (iv) above
if such termination took place solely as a result of:
(i) Questionable judgment on the part of the Executive;
(ii) Any act or omission believed by the Executive, in good
faith, to have been in, or not opposed to, the best interests of the
Company and the Bank; or
(iii) Any act or omission in respect of which a determination
could properly be made that the Executive met the applicable standard
of conduct prescribed for indemnification or reimbursement or payment
of expenses under the Articles of Incorporation or By-laws of the
Company or the Bank or the directors' and officers' liability insurance
of the Company or the Bank, in each case as in effect at the time of
such act or omission.
If the Executive's employment is terminated under the provisions of this Section
3(a), then all rights of the Executive under Section 4 hereof shall cease as of
the effective date of such termination.
(b) Suspension Pursuant to Notice. If the Executive is suspended and/or
temporarily prohibited from participating in the conduct of the Bank's affairs
by a notice
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served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12
U.S.C. Section 1818(e)(3) and (g)(l)), the Company's and the Bank's obligations
under this Agreement shall be suspended as of the date of service unless stayed
by appropriate proceedings. If the charges in the notice are dismissed, the
Company and the Bank may in their discretion (i) pay the Executive all or part
of the compensation withheld while the Company's and Bank's obligations under
this Agreement were suspended and (ii) reinstate (in whole or in part) any of
the obligations under this Agreement which were suspended.
(c) Termination Pursuant to Order. If the Executive is removed and/or
permanently prohibited from participating in the conduct of the Bank's affairs
by an order issued under Section 8(e)(4) or (g)(l) of the Federal Deposit
Insurance Act (12 U.S.C. Section 1818(e)(4) or (g)(l)), all obligations of the
Company and Bank under this Agreement shall terminate as of the effective date
of the order, but vested rights of the Company, the Bank and the Executive shall
not be affected.
(d) Termination Upon Default. If the Bank is in default (as defined in
Section 3(x) of the Federal Deposit Insurance Act (the "FDIA")), all obligations
under this Agreement shall terminate as of the date of default, but this
subsection shall not affect any vested rights of the Company, the Bank or the
Executive.
(e) Termination by the Federal Deposit Insurance Corporation. All
obligations under this Agreement shall terminate, if the Chairman of the Federal
Deposit Insurance Corporation (the "FDIC") or his or her designee (i) enters
into an agreement to provide assistance to or on behalf of the Bank under the
authority contained in Section 13(c) of the FDIA; or (ii) approves a supervisory
merger to resolve problems related to operation of the Bank or when the Bank is
determined by such Chairman or designee to be in an unsafe and unsound
condition. Any rights of the Company, the Bank or the Executive that have
already vested, however, shall not be affected by such action.
(f) Termination Without Cause. The Executive's employment under this
Agreement may be terminated at any time during the Employment Period without
"Cause" (as defined in Section 3(a) hereof), by action of the Boards of Trustees
of the Company and of the Bank, upon giving notice of such termination to the
Executive at least thirty (30) days prior to the date upon which such
termination shall take effect. If the Executive's employment is terminated under
the provisions of this Section 3(f), then the Executive shall be entitled to
receive the compensation set forth in Section 6 hereof;
(g) Retirement: Death. If the Executive retires or dies, the
Executive's employment under this Agreement shall be deemed terminated as of the
date of the Executive's retirement or death, and all rights of the Executive
under Section 4 hereof
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shall cease as of the date of such termination and any benefits payable to the
Executive shall be determined in accordance with the retirement and insurance
programs of the Company and of the Bank then in effect.
(h) Incapacity. If the Executive is incapacitated by accident,
sickness, or otherwise so as to render the Executive mentally or physically
incapable of performing the services required of the Executive under Section 2
of this Agreement for a continuous period of six (6) months, then, upon the
expiration of such period or at any time thereafter, by action of the Boards of
Trustees of the Company and of the Bank, the Executive's employment under this
Agreement may be terminated immediately upon giving the Executive notice to that
effect. If the Executive's employment is terminated under the provisions of this
Section 3(h), then all rights of the Executive under Section 4 hereof shall
cease as of the last business day of the week in which such termination occurs
and any benefits payable to the Executive shall be determined in accordance with
the retirement and insurance programs of the Company and of the Bank then in
effect.
4. Employment Period Compensation.
(a) Salary. For services performed by the Executive under this
Agreement, the Bank shall pay the Executive a salary during the Employment
Period, at the rate of $145,800 per year, payable at the same times as salaries
are payable to other executive employees of the Bank. The Bank may, from time to
time, increase the Executive's salary, and any and all such increases shall be
deemed to constitute amendments to this Section 4(a) to reflect the increased
amounts, effective as of the dates established for such increases by the Board
of Trustees of the Bank in the resolutions authorizing such increases.
(b) Bonus. For services performed by the Executive under this
Agreement, the Bank may pay the Executive an annual bonus and such other bonus
or bonuses as the Bank, in its sole discretion, deems appropriate. The payment
of any such bonuses shall not reduce or otherwise affect any other obligation of
the Company and/or the Bank to the Executive provided for in this Agreement.
(c) Other Benefits. The Company and/or the Bank will provide
the Executive, during the Employment Period, with insurance, vacation, pension,
and other fringe benefits in the aggregate not less favorable than those
received by executives of the Bank, as such benefits exist on the date hereof
(including, without limitation, the use of an automobile at the Bank's expense).
(d) Salary Deferral. The Executive may request that the
payment of any portion of his base salary for any year be deferred. Such request
must be made in writing to the Bank
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before the beginning of such calendar year and must include the period of
deferral requested by the Executive (the "Deferral Period"). If the Board of
Trustees of the Bank approve such request, the Executive shall be entitled to
receive, at the end of the Deferral Period, the deferred portion of his base
salary plus interest, which interest shall be computed by reference to an annual
interest rate determined each year by the Board of Trustees of the Bank. Any
salary which is deferred as described herein shall be credited to an account on
the books of the Bank established in the name of the Executive. However, this
account shall not be funded, and neither the Company nor the Bank shall be
deemed to be a trustee for the Executive with respect to any deferred salary.
The liabilities of the Company and the Bank to the Executive hereunder are those
of a debtor pursuant to such contractual obligations as are created by this
Agreement. No liabilities which arise under this Section 4(d) shall be deemed to
be secured by any pledge or other encumbrance on any property of the Company or
of the Bank. The Company and the Bank shall not be required to segregate any
funds representing such deferred salary, and nothing herein shall be construed
as providing for such segregation.
5. Resignation of the Executive for Good_Reason.
(a) The Executive may resign for "Good Reason" (as herein defined) at
any time during the Employment Period, as hereinafter set forth. As used in this
Agreement, "Good Reason" means any of the following:
(i) Any material adverse change in the Executive's
responsibilities or authority which is inconsistent with the
Executive's status as President and Chief Operating Officer of the
Company and the Bank;
(ii) Any reduction in title:
(iii) Any reassignment of the Executive to a principal place
of employment which requires the Executive to move his principal
residence and is more than thirty (30) miles from the Bank's principal
executive office on the date of this Agreement;
(iv) Any removal of the Executive from office except for any
termination of the Executive's employment for Cause under the
provisions of Section 3(a) hereof;
(v) Any reduction in the Executive's annual base salary as in
effect on the date hereof or as the same may be increased from time to
time;
(vi) Any failure by the Company and/or the Bank to provide the
Executive with benefits at least as favorable as those enjoyed by the
Executive under any of the
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pension, life insurance, medical, health and accident, disability or
other employee benefit plans of the Company or of the Bank in which the
Executive participated on the date hereof, or the taking of any action
that would materially reduce any of such benefits, unless such
reduction is part of a reduction applicable in each case to all
participant employees;
(vii) Any material breach of this Agreement on the part of the
Company or the Bank.
(b) At the option of the Executive, exercisable by the Executive within
90 days after the occurrence of the event constituting "Good Reason," the
Executive may resign from employment under this Agreement by a notice in writing
(the "Notice of Termination") delivered to the Company and the Bank and the
provisions of Section 6 hereof shall thereupon apply.
6. Rights in Event of Termination of Employment. In the event that the
Executive resigns from employment for Good Reason by delivery of a Notice of
Termination to the Company and the Bank, or the Executive's employment is
terminated by the Company or the Bank without Cause pursuant to Section 3(f)
(and so long as the Executive is not terminated pursuant to Sections 3(b), (c),
(d), (e), (g) or (h) hereof) the Executive shall be entitled to receive the
amounts and benefits set forth in this Section 6.
(a) Over a period of 36 months from the date of termination of
employment, the Bank shall pay the Executive three times his Average Annual
Compensation (as hereinafter defined).
(i) For purposes of this Agreement, the term "Average Annual
Compensation" means the sum of (A) a dollar amount equal to the average of the
Executive's base salary during each of his five most recent years of employment
hereunder (or such fewer number of years as the Executive is employed under the
terms of this Agreement), and (B) a dollar amount equal to the average of the
bonuses the Executive received during each of the five most recent years of
employment hereunder (or such fewer number of years as Executive is employed
under the terms of this Agreement).
(ii) Amounts required to be paid to the Executive under
Section 6(a) shall be paid in equal monthly installments, beginning thirty (30)
days following the date of termination of employment.
(b) For a period of 36 months from the date of termination of
employment, the Company and the Bank shall continue to provide the Executive
with all life, disability, medical insurance and other employee insurance
benefits in effect with respect to the Executive during the year prior to his
termination of employment, or, if the Company or the Bank cannot
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provide such benefits because the Executive is no longer an employee, a dollar
amount equal to the cost to the Executive of obtaining such benefits (or
substantially similar benefits).
(c) Upon full payment of the compensation due under Section 6(a) hereof
or upon reaching the earliest age at which the Executive could retire under
plans of the Company or of the Bank then in effect, whichever is later, the Bank
shall pay to the Executive annual benefits for life equal to the difference
between (i) what the Executive would be entitled to under the retirement plan of
the Bank in effect on the date hereof if he had remained in his position (at his
Average Annual Compensation at Termination) until normal retirement at age 65
and assuming that such benefit were paid in the form of a straight life annuity,
and (ii) what he is in fact entitled to pursuant to the applicable plan,
calculated on the basis of a straight life annuity, based on the actual date of
termination.
(d) The Executive shall have the unilateral right to reduce the
benefits otherwise payable to him, or on his behalf, under this section to the
extent such reduction would result in his netting, after all applicable taxes,
more benefits.
(e) Any payments made to Executive hereunder or otherwise are subject
to and conditioned upon their compliance with both 12 USC Section 1828 (k) and
Section 280G of the Internal Revenue Code, as amended and any regulations
promulgated under either.
7. Covenant Not to Compete.
(a) The Executive hereby acknowledges and recognizes the highly
competitive nature of the business of the Company and of the Bank and
accordingly agrees that, during and for the applicable period set forth in
Section 7(c) hereof, the Executive shall not:
(i) Be engaged, directly or indirectly, either for his own
account or as agent, consultant, employee, partner, officer, director,
proprietor, investor (except as an investor owning less than 5% of the
stock of a publicly owned company) or otherwise of, any person, firm,
corporation, or enterprise engaged, in (1) the banking or financial
services industry, or (2) any other activity in which the Company, the
Bank or their subsidiaries are engaged during the Employment Period, in
any county in which, at any time during the Employment Period or at the
date of termination of the Executive's employment, a branch, office or
other facility of the Company, the Bank or their subsidiaries are
located, or in any county contiguous to such a county, including
contiguous counties located outside of the Commonwealth of Pennsylvania
(the "Non-Competition Area");
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(ii) Provide financial or other assistance to any person,
firm, corporation, or enterprise engaged in (1) the banking or
financial services industry, or (2) any other activity in which the
Company, the Bank or their subsidiaries are engaged during the
Employment Period, in the Non-Competition Area.
(b) It is expressly understood and agreed that, although the Executive,
the Company and the Bank consider the restrictions contained in Section 7(a)
hereof reasonable for the purpose of preserving for the Company, the Bank and
their subsidiaries their good will and other proprietary rights, if a final
judicial determination is made by a court having jurisdiction that the time or
territory or any other restriction contained in Section 7(a) hereof is an
unreasonable or otherwise unenforceable restriction, the provisions of Section
7(a) hereof shall not be rendered void but shall be deemed amended to apply as
to such maximum time and territory and to such other extent as such court may
determine or indicate to be reasonable.
(c) The provisions of this Section 7 shall be applicable commencing on
the date of this Agreement and ending on one of the following dates, as
applicable:
(i) If the Executive's employment is terminated in accordance
with the provisions of Sections 3(d), (e), (f) or (h) or Section 16
hereof, the effective date of termination of employment;
(ii) If Executive's employment is terminated in accordance
with the provisions of Section 3(a), (b), (c) or (g) hereof or
Executive voluntarily terminates his employment other than in
accordance with the provisions of Section 5 hereof, twenty-four (24)
months following the effective date of termination of employment; or
(iii) If Executive voluntarily terminates his employment in
accordance with the provisions of Section 5 hereof, the date of the
Notice of Termination.
8. Remedies. The Executive acknowledges and agrees that the remedy at
law of the Company and of the Bank for a breach or threatened breach of any of
the provisions of Section 7 hereof would be inadequate and, in recognition of
this fact, in the event of a breach or threatened breach by the Executive of any
of the provisions of Section 7 hereof, it is agreed that, in addition to any
remedy at law, the Company and the Bank shall be entitled to, without posting
any bond, and the Executive agrees not to oppose any request of the Company and
the Bank for, equitable relief in the form of specific performance, a temporary
restraining order, a temporary or permanent injunction, or any other equitable
remedy which may then be available. Nothing herein contained shall be construed
as prohibiting the Company
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and the Bank from prsuing any other remedies available to them for such breach
or threatened breach.
9. Arbitration. The Company, the Bank and the Executive recognize that
in the event a dispute should arise between them concerning the interpretation
or implementation often this Agreement, lengthy and expensive litigation will
not afford a practical resolution of the issues within a reasonable period of
time. Consequently, each party agrees that all disputes, disagreements and
questions of interpretation concerning this Agreement are to be submitted for
resolution to the American Arbitration Association ("Association") in
Philadelphia, Pennsylvania. The Company and the Bank, or the Executive, may
initiate an arbitration proceeding at any time by giving notice to the others in
accordance with the rules of the Association. The Association shall designate a
single arbitrator to conduct the proceeding, but the Company and the Bank, and
the Executive, may, as a matter of right, require the substitution of a
different arbitrator chosen by the Association. Each such right of substitution
may be exercised only once. The arbitrator shall not be bound by the rules of
evidence and procedure of the courts of the Commonwealth of Pennsylvania but
shall be bound by the substantive law applicable to this Agreement. The decision
of the arbitrator, absent fraud, duress, incompetence or gross and obvious error
of fact, shall be final and binding upon the parties and shall be enforceable in
courts of proper jurisdiction. Following written notice of a request for
arbitration, the Company and the Bank, and the Executive, shall be entitled to
an injunction restraining all further proceedings in any pending or subsequently
filed litigation concerning this Agreement, except as otherwise provided herein.
10. Legal Expenses. If the Executive obtains a judgment or settlement
which enforces a right or benefit under this Agreement, the Company and/or the
Bank shall pay to the Executive all reasonable legal fees and expenses incurred
by the Executive in seeking to obtain or enforce such right or benefit.
11. Notices. Any notice required or permitted to be given under this
Agreement shall, to be effective hereunder, be given to both the Company and the
Bank, in the case of notices given by the Executive, and shall, to be effective
hereunder, be given by both the Company and the Bank. Any such notice shall be
deemed properly given if in writing and if mailed by express, registered or
certified mail, postage prepaid with return receipt requested, to the residence
of the Executive, in the case of notices to the Executive, and to the respective
principal offices of the Company and of the Bank, in the case of notices to the
Company and to the Bank.
12. 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 Executive, an executive officer of the Company, and an
executive officer of
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the Bank, each such officer specifically designated by the Boards of Trustees of
the Company and of the Bank, respectively. No waiver by any party hereto at any
time of any breach by the 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.
13. Assignment. This Agreement shall not be assignable by any party
hereto, except by the Company and the Bank to any successor in interest to the
respective businesses of the Company and the Bank.
14. Entire Agreement. This Agreement contains the entire agreement of
the parties relating to the subject matter of this Agreement and supersedes any
prior agreement of the parties.
15. Successors Binding Agreement.
(a) The Company and the Bank 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 the Company and/or
the Bank to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company and the Bank would be required to
perform it if no such succession had taken place. Failure by the Company and the
Bank to obtain such assumption and agreement prior to the effectiveness of any
such succession shall constitute a material breach of this Agreement. As used in
this Agreement, "the Company" and the "Bang" shall mean the Company and the Bank
as hereinbefore defined and any successor to the business and/or assets of the
Company and/or the Bank as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
(b) This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees. If the Executive
should die while any amount would be payable to the Executive under this
Agreement if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the Executive's devisee, legatee, or other designee, or, if there
is no such designee, to the Executive's estate.
16. Termination.
(a) Unless the Executive's employment is terminated pursuant
to the provisions of Section 3 or Section 5 hereof, the term of this Agreement
shall be for a three (3) year period commencing on October 20, 1995 and ending
on October 19, 1998. This Agreement shall be automatically renewed on October
20th each Year (the "Annual Renewal Date") for a period
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ending three (3) years from each Annual Renewal Date unless either party shall
give written notice of nonrenewal to the other party at least sixty (60) days
prior to an Annual Renewal Date or the Boards of Trustees of the Company and the
Bank fail to approve the extension at a duly called meeting of such Boards. In
furtherance of the foregoing, the Company and the Bank shall each use their best
efforts to cause its Board of Trustees to meet in the month preceding each
notice date to vote upon the extension of the term.
(b) Any termination of the Executive's employment under this
Agreement or of this Agreement shall not affect the provisions of Sections 7, 8
or 9 hereof, which shall survive any such termination and remain in full force
and effect in accordance with their respective terms.
17. Mitigation/Offset. The Executive shall not be required to mitigate
the amount of any payment provided for in this Agreement by seeking employment
or otherwise; provided, however, that for each dollar of compensation earned by
the Executive from another employer, a corresponding dollar amount of any sum
otherwise payable to, or for the benefit of, the Executive under Section 6
hereof shall be reduced by twenty percent (20%). Application of this Section
shall be subject to the following rules:
(i) The reduction provision of this subsection shall apply
only to compensation earned by the Executive during the period of time
he is receiving payments described in Section 6(a) hereof.
(ii) Compensation earned from another employer shall include
compensation deferred under any qualified or nonqualified arrangement.
(iii) Compensation earned from another employer shall be
determined on an annual basis by reference to the Executive's date of
termination of employment.
(iv) Within fifteen (15) days following each anniversary
date of the Executive's termination of employment (and within fifteen
(15) days following receipt of the last Section 6(a) payment), he shall
provide the Company and the Bank with such detailed information and
records as may have been reasonably requested to confirm the
compensation he earned during the preceding twelve (12) months (or
shorter period, if applicable). In the absence of a specific request
for detailed information, he shall only be required to deliver written
notice of the total of such compensation amount.
(v) Upon receipt of the earned compensation information from
Executive, the Bank shall withhold subsequent monthly payments until
the amount withheld equals
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the reduction required with respect to the prior year. If no monthly payments
remain to be paid, the Company or the Bank will remit to Executive a xxxx,
setting forth the amount overpaid to him by reason of this subsection, which
xxxx shall become due and payable thirty (30) days following its receipt.
18. Indemnification of Executive. The Company and the Bank shall
indemnify the Executive against any action brought against him by reason of the
fact that he serves or had served as a trustee and/or officer of the Company and
the Bank for (i) reasonable costs and expenses, including reasonable attorneys
fees, actually paid or incurred by the Executive in connection with proceedings
relating to the defense or settlement of such action, (ii) any amount for which
he becomes liable by reason of any judgment in such action, and (iii) reasonable
costs and expenses, including reasonable attorney fees, actually paid or
incurred by the Executive in any action to enforce his rights under this
Section, if the Executive obtains a final judgment in his favor in such
enforcement action. Notwithstanding the foregoing, the indemnification provided
for herein shall be made to the Executive only if (i) the final judgment on the
merits is in the Executive's favor, or (ii) in case of (a) a settlement, (b) a
final judgment against the Executive, or (c) a final judgment in the Executive's
favor, other than on the merits, if a majority of the disinterested trustees of
the Bank determine that he was acting in good faith in the scope of his
employment or authority as he could have reasonably have perceived it under the
circumstances and for a purpose he reasonably believed under the circumstances
was in the best interest of the Bank or the Company.
(b) In addition, the Executive shall be indemnified by the Company and
the Bank to the fullest extent provided under their respective Articles of
Incorporation and Bylaws.
(c) For purposes of this Section, the following terms shall have the
meanings set forth below:
(i) "Action" means any action, suit or other judicial or
administrative proceeding, or threatened proceeding, whether civil, criminal, or
otherwise, including any appeal or other proceeding for review;
(ii) "Final Judgment" means a judgment, decree, or order which
is appealable and as to which the period for appeal has expired and no appeal
has been taken;
(iii) "Settlement" includes the entry of a judgment by consent
or by confession or upon a plea of guilty or of nolo contendere.
19. Separability. The invalidity or unenforceability of any provisions
of this Agreement shall not affect the validity
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or enforceability of any other provision of this Agreement, which shall remain
in full force and effect.
20. Applicable Law. This Agreement shall be governed by and
construed in accordance with the domestic laws (but not the law of conflict of
laws) of the Commonwealth of Pennsylvania.
21. Headings/References to Trustees. The headings of the
Sections 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. References to Trustees in this Agreement shall
include directors to the extent that the Articles of Incorporation of the
Company, the Bank or any successor hereunder provide for management by directors
rather than trustees.
22. Guaranty. The Company hereby guarantees to the Executive
the full and timely performance by the Bank of each and every obligation of the
Bank contained in this Agreement.
23. Effective Date: Termination of Prior Agreement. This
Agreement shall become effective immediately upon the execution and delivery of
this Agreement by the parties hereto. Upon the execution and delivery of this
Agreement by the parties
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hereto, any prior agreement relating to the subject matter hereof, shall be
automatically terminated and be of no further force or effect. .
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above we i bean
PSB MUTUAL HOLDING COMPANY
By /s/ XXXXXXXXXXXXXXXXXXX
-----------------------------
Chairman
Attest: /s/ Xxxxxxx Fauciello
-------------------------
Secretary
("Company")
PENNSYLVANIA SAVINGS BANK
By /s/ XXXXXXXXXXXXXXXX
-----------------------------
Chairman
Attest: /s/ Xxxxxxx Fauciello
-------------------------
Secretary
("Bank")
Witness:
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxxxx XxXxxxxx
------------------------------- -------------------------------
Xxxxxxx XxXxxxxx
("Executive")
