EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into this 29th day of December 2000, by and between
XXXXXXX INSURANCE ASSOCIATES, INC. (hereinafter referred to as "Employer" or
"Xxxxxxx"), a corporation organized under the Professional Corporation Law of
the Commonwealth of Pennsylvania, and XXXXXX X. XXXXXXXXX, (hereinafter referred
to as "Employee").
RECITALS
WHEREAS, Employer operates an insurance agency selling, brokering and
servicing insurance products to the public with the assistance of its employees
and various other contractors; and
WHEREAS, Employee desires to be employed by Employer upon the terms and
conditions hereinafter set forth; and
WHEREAS, Employer wishes to enter into an agreement of employment with
Employee;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and with the intent to be legally bound hereby, the parties
agree as follows:
1. Employment
The Employer hereby employs the Employee and the Employee accepts
employment upon the terms and conditions of this Agreement.
2. Term of Employment
2.1: Employer and Employee agree that the term of this employment agreement
shall be for a period of four (4) years commencing on the date 'hereof and
terminating on the fourth anniversary date of this Agreement, unless further
extended or terminated in accordance with the terms and conditions hereinafter
set forth.
2.2: The period of Employee'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 forty-eight (48) full calendar months thereafter. Commencing on
the first anniversary date of this Agreement, and continuing on each anniversary
thereafter, the disinterested members of the Board of Directors of Employer
("Board") may extend the Agreement an additional year such that the remaining
term of the Agreement shall be four (4) years unless the Employee elects not to
extend the term of the Agreement by giving written notice. The Board will review
the Agreement and Employee's performance annually for purposes of determining
whether to extend the Agreement and the rationale and results thereof shall be
included in the minutes of the Board's meeting. The Board shall give notice to
the Employee as soon as possible after such review as to whether the Agreement
is to be extended.
2.3: Termination for Cause
Notwithstanding the provisions of 2.1 hereof, in the initial term of this
Agreement, (and any extension under 2.2) Employer may terminate Employee's
employment by reason of Termination for Cause. The term "Termination for Cause"
shall mean termination because of Employee's personal dishonesty, incompetence,
willful misconduct, any 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.
Notwithstanding the foregoing, Employee shall not be deemed to have been
Terminated for Cause unless and until there shall have been delivered to him a
Notice of Termination. Employee shall not have the right to receive compensation
or other benefits for any period after Termination for Cause. Provided, however,
that if the issue of termination is submitted to
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arbitration pursuant to section 16 of this Agreement, and it is determined an
Employee was terminated without cause, then such Employee shall be entitled to a
severance benefit as provided for in section 2.4 if said Employee chooses not to
be reinstated or reinstatement is not part of the arbitration award. This does
not limit Employee from seeking any other form of relief, legal or equitable,
pursuant to such arbitration proceeding.
2.4 PAYMENTS TO EMPLOYEE UPON AN EVENT OF TERMINATION.
a. Upon the occurrence of an Event of Termination(as herein defined) during
the Employee'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
Employer of the Employee's full-time employment hereunder for any reason other
than a termination governed by Section 2.5 hereof, or Termination for Cause, as
defined in Section 2.3 hereof; (ii) Employee's resignation upon any (A) failure
to elect or reelect or to appoint or reappoint Employee as President and Chief
Executive Officer, unless consented to by the Employee, (B) a material change in
Employee's function, duties, or responsibilities, which change would cause
Employee's position to become one of lesser responsibility, importance, or scope
from the position and attributes described in Section Three, unless consented to
by Employee, (C) a relocation of Employee's principal place of employment by
more than 25 miles from its location at the effective date of this Agreement,
unless consented to by the Employee, (D) a material reduction in the benefits
and perquisites to the Employee from those being provided as of the effective
date of this Agreement, unless consented to by the Employee, or (E) a
liquidation or dissolution of the Employer, or (F) breach of this Agreement by
the Employer. Upon the occurrence of any event described in clauses (A), (B),
(C), (D), (E), or (F), above Employee shall have the right to elect to terminate
his employment under this Agreement by resignation upon not less than sixty (60)
days prior written notice given within six full months after the event giving
rise to said right to elect.
b. Upon the occurrence of an Event of Termination, on the Date of
Termination, Employer shall be obligated to pay Employee, or, in the event of
his subsequent death, his beneficiary or beneficiaries, or his estate, as the
case may be an amount equal to the sum of: (i) the amount of the remaining
payments that the Employee would have earned if he had continued his employment
with the Employer during the remaining term of this Agreement at the Employee's
annual compensation, at the Date of Termination; and (ii) the amount equal to
the annual contributions that would have been made on Employee's behalf to any
employee benefit plans of the Employer or its Holding Company during the
remaining term of this Agreement based on contributions made (on an annualized
basis) at the Date of Termination; provided, however, that any payments pursuant
to this subsection and subsection 4(c) below, shall not, in the aggregate,
exceed three times Employee's average annual compensation for the five most
recent taxable years than Employee has been employed by Employer. At the
election of the Employer, which election is to be made prior to an Event of
Termination, such payments shall be made in a lump sum as of the Employee's Date
of Termination. In the event that no election is made, payment to Employee 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
the Employee obtains other employment following termination of employment.
c. Upon the occurrence of an Event of Termination, Employer will cause to
be continued life, medical, dental and disability coverage substantially
identical to the coverage maintained by the Employer for Employee prior to his
termination at no premium cost to the Employee, except to the extend such
coverage may be changed in its application to all employees. Such coverage shall
cease upon the expiration of the remaining term of this Agreement.
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2.5 CHANGE IN CONTROL.
a. For purpose of this Agreement, a Change in Control" of Employer or of
its Holding Company, Northeast Pennsylvania Financial Corp. ("Holding Company")
shall mean an event of a nature that: (i) would be required to be reported in
response to Item 1 of the current report on Form 8-K, as in effect on the date
hereof, pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934, as
amended (the "Exchange Act"); or (ii) results in a Change in Control of the
First Federal Bank (an affiliate of Employer) or the Holding Company within the
meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit
Insurance Act or the Rules and promulgated by the Office of Thrift Supervision
("OTS") (or its predecessor agency),as in effect on the date hereof (provided
that in applying the definition of change in control as set forth under the
rules and regulations of the OTS, the Board shall substitute its judgment for
that of the OTS); or (iii) 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 Employer, the Bank or the Holding
Company representing 25% or more of the Employer's, Bank's or the Holding
Company's outstanding voting securities or right to acquire such securities
except for any voting securities of the Employer purchased by the Holding
Company and any voting securities purchased by any employee benefit plan of the
Bank or the Holding Company, or (B) individuals who constitute the Board of the
Holding Company 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 Holding company's stockholders was approved
by the same Nominating Committee serving under an Incumbent Board, shall be for
the 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 Employer, Bank or the Holding Company
or similar transaction occurs in which Employer, 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 regulatory approvals not including the lapse of any statutory
waiting periods.
b. If a Change in Control has occurred pursuant to Section 2.5(a)or the
Board of Employer has determined that a Change in Control has occurred, Employee
shall be entitled to the benefits provided in paragraphs (c) , and (d) of this
Section 2.5 upon his subsequent termination of employment at any time during the
term of this Agreement due to: (1) Employee's dismissal or (2) Employee's
voluntary resignation following any demotion, loss of title, office or
significant authority or responsibility, material reduction in annual
compensation or benefits or relocation of his principal place of employment by
more than 25 miles from its location immediately prior to the Change in Control,
unless such termination is because of his death or termination for Cause.
c. Upon Employer's entitlement to benefits pursuant to Section 2.5(b),
Employer shall pay Employee, or in the event of his subsequent death, his
beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to
the greater of: (1) the payments due for the remaining term of the Agreement; or
(2) three (3) times Employee's average annual compensation for the five (5) most
recent taxable years that Employee has been employed by Employer. Such average
annual compensation shall include Base Salary, commissions, bonuses,
contributions on Employee's behalf to any pension and/or profit sharing plan,
severance payments, retirement payments, directors or committee fees, fringe
benefits paid or to be paid to the Employee in any such year, provided, however,
that any payment under this provision and subsection 2.5 (d) below shall not
exceed three (3) times the Employee's average annual compensation, At the
election of the Employee, which election is to be made prior to a Change in
Control, such payment shall be made in a lump sum as of the Employee's Date of
Termination. In the event that no election is made, payment to the Employee will
be made in approximately equal installments on a monthly basis over a period of
thirty-six (36) months following the Employee's termination. Such payments shall
not be reduced in the event Employee obtains other employment following
termination of employment.
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d. Upon the Employee's entitlement to benefits pursuant to Section 2.5(b),
Employer will cause to be continued life, medical, dental and disability
coverage substantially identical to the coverage maintained by Employer for
Employee prior to his severance at no premium cost to the Employee, except to
the extent that such coverage may be changed in its application for all
Employer's employees on a non-discriminatory basis. Such coverage and payments
shall cease upon the expiration of thirty-six (36) months following the Date of
Termination.
2.6: Notice
Any purported termination of Employee by Employer for cause shall be
communicated by Notice of Termination to the Employee. 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 Employee's employment under the provision so
indicated. The "'Date of Termination" shall mean the specific date in the Notice
of Termination which shall not be less than fifteen (15) days from the date such
Notice of Termination is given.
3. Duties and Responsibilities of Employee
During Employee's employment by the Employer, Employee shall serve as
President and Chief Executive Officer of Employer, and shall perform all duties
and accept all responsibilities incidental to such position as assigned by the
Employer as well as any and all other responsibilities and duties as may be
assigned to Employee by Employer from time to time. During employment, Employee
shall use Employee's best efforts in the business of the Employer, and Employee
shall devote Employee's full time, attention and energy to the business of the
Employer and to the performance of Employee's services and the discharge of
Employee's duties and responsibilities hereunder. Provided, however, Employer
acknowledges and is aware that Employee is a principal, and/or director and/or
officer and/or partner and/or agent of the following: Landmark Partnership; Lake
Hauto Xxxxx Partnership; Forest Hills, Inc.; CBHA, Inc. or its successor; Sharp
Mountain Development Partnership; Xxxxxxx X. Xxxxxxx, Inc., and Xxxxxxxxx and
Hardock Partnership, to which Employee will devote some time and attention.
4. Compensation
Employee's compensation shall be as set forth in Appendix A.
5. Fringe Benefits
Employee's fringe benefits shall be as set forth in Appendix A.
Furthermore, Employee shall be covered by the Employer's errors and omissions
insurance policy.
6. Reimbursement of Expenses
Employer shall reimburse Employee for all ordinary and necessary
out-of-pocket business expenses incurred by Employee in connection with the
discharge of Employee's duties and responsibilities hereunder in accordance with
the Employer's expense approval procedures then in effect and upon presentation
to Employer of an itemized account and written proof of such expenses.
7. Hours and Places of Employment
The Employee agrees that the hours of employment and the place where such
employment service practices shall be rendered shall be as set forth and
delegated to Employee by Employer. The Employer shall have the right to direct
the activities of the Employee including the need to assign overtime hours and
hours on weekends shall it be necessary in the discretion of the Employer to
complete necessary duties and responsibilities by the Employee.
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8. Confidential Information
a. Employee acknowledges and agrees that, by reason of Employee's
employment by Employer, Employee will have access to confidential information of
Employer, including by way of illustration and not limitation, information and
knowledge pertaining to products, ideas, trade secrets, proprietary information,
advertising, distribution and sales methods, sales and profit figures, customer
and client lists, insurance carrier information, employer manuals and insurance
carrier manuals, insurance rates, points of sale information, insurance carrier
contracts, individual insureds policy information, underwriting information,
insureds expiration lists, training materials, agency software and e-mail,
company Internet access information and passwords and claims runs information,
as well as information with others who have business dealings with Employer, all
of which shall hereinafter be referred to as "Confidential Information."
Employee acknowledges that such Confidential Information is a valuable unique
asset of Employer and covenants that, both during and after Employee's
employment with the Employer, Employee will not disclose any Confidential
Information to any person or other entity without the prior written
authorization of the Employer. The obligation of confidentiality imposed by this
paragraph 8 shall not apply to information that becomes generally known to the
public though no act of Employee in breach of this Agreement.
b. Employee acknowledges that all documents, files and other materials of
any nature, manuals, charts, graphs, and written materials of any nature or
form, as well as all software of Employer received from Employer or in the
possession of Employer during the term of Employee's employment or for use of
the Employee in discharging Employee's duties and responsibilities hereunder are
proprietary in nature and belong to Employer. Employee has no claim or right to
the continued use or possession of such materials following termination of
Employee's employment by Employer. Employee agrees that, upon termination of
employment, Employee will not retain any such documents, files, materials or
software and will promptly return to Employer any documents, files, materials or
software in Employee's possession or custody.
9. Non-Competition Covenant
During the term of this Employment Agreement and any extension, and without
regard to its termination for any reason which does not constitute a breach of
this Employment agreement by Xxxxxxx, and for a period of three (3) years
thereafter, Employee. shall not, unless acting pursuant hereto or with the prior
written consent of Xxxxxxx:
A. Directly or indirectly, own, manage, operate, finance, join, control or
participate in the ownership, management, operation, financing or control of, or
be connected as an officer, director, employee, partner, principal, agent,
broker, representative, consultant or otherwise with, or use or permit
Employee's name to be used in connection with any Competing Business, as defined
below; provided, however, but notwithstanding the foregoing, this provision
shall not be construed to prohibit the ownership by Employee of not more than
one (1%) percent of the capital stock of any corporation which is engaged in any
Competing Business having a class of securities registered pursuant to the
Securities Exchange Act of 1934.
B. Solicit or divert to any Competing Business any individual or entity for
which insurance products and/or services could be provided by Xxxxxxx;
C. Solicit or divert to any Competing Business any individual or entity
which is a customer/insured of Xxxxxxx for which any insurance products and/or
services are being provided by Xxxxxxx;
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D. Employ, attempt to employ, solicit or assist any Competing Business in
employing any employee, or contractor of Xxxxxxx; or
E. During the term of this Agreement and any extension and for a period of
thirty-six (36) months after its -termination, provided such termination was not
as a. result of breach of this Employment Agreement by Xxxxxxx, engage in any
actions or activities either by way of written or oral statement or otherwise,
intended to divert existing or prospective customers /insureds from Xxxxxxx to
any Competing Business within the geographic confines of this Agreement as set
forth below.
F. Employee acknowledges and agrees that the scope and extent of this
non-competition and restrictive covenant shall have application to all counties
in which Employer, and Northeast Pennsylvania Financial Corporation and its
subsidiaries had offices and branch offices during the term of this Agreement.
This covenant shall have effect for a period of thirty-six (36) months following
termination of this Agreement.
G. The term ""Competing Business" shall mean any business or enterprise,
whether operated as a proprietorship, corporation, partnership or otherwise,
engaged in the business of the sales, brokering, and service of any and all
insurance products of a type as set forth in the terms of this Agreement and as
such products are understood to be related products in the insurance industry as
carried on in the Commonwealth of Pennsylvania.
H. In the event that the provisions of this paragraph 9 should be
adjudicated to exceed the time, geographic, product or other limitations
permitted by applicable law in any jurisdiction, then such provisions shall be
deemed reformed in such jurisdiction to the maximum time, geographic, product or
other limitations permitted by applicable law.
I. Employee and Xxxxxxx acknowledge that this paragraph 9 of the Agreement
is of critical importance to Xxxxxxx. Therefore, in addition to all other
consideration running from Xxxxxxx to Employee under the terms of this
Employment Agreement, Xxxxxxx agrees to pay and Employee agrees to accept as
ADDITIONAL CONSIDERATION the sum of One Thousand, Dollars ($1,000.00) paid to
Employee at the time of the signing of this Employment Agreement for the
validity and enforceability of this paragraph 9.
J. In the event that Employee shall be in violation of any portion of this
non-competition/restrictive covenant as set forth in this Agreement, then the
time limitation thereof with respect to Employee shall be extended for a period
of time equal to the period of time during which such breach or breaches shall
occur; and in the event Xxxxxxx should be required to seek relief for such
breach in any court, board of arbitration or other tribunal, then this covenant
shall be extended for a period of time equal to the pendency of such
proceedings, including all appeals.
K. Employee acknowledges that in order for Xxxxxxx to insure compliance
with the provisions of this paragraph 9, Employee will, and as part of the
additional consideration, provide Xxxxxxx with true and correct copies of his
federal income tax return and all schedules thereto for each year or portion of
each year. Employee is rendering services under and pursuant to the terms of
this Agreement. If Employee applies for an extension of time within which to
file such federal income tax returns, Employee will provide Xxxxxxx with a true
and correct copy of the signed request for extension. Employee will provide such
income tax return and all schedules thereto within thirty (30) days of the date
of Employee's filing of the same whether during the normal tax year or
subsequent to any extension. Xxxxxxx hereby agrees that such tax returns and
schedules shall be kept confidential viewable only by those persons to whom the
Employee directly reports and further limited to the directors and officers of
Xxxxxxx.
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10. Equitable Relief
Employee acknowledges that the restrictions contained in the preceding
paragraph 9 hereof are, in view of the nature of the business of Employer,
reasonable and necessary to protect the legitimate interest of Employer, and
that any violation of any provision of that paragraph will result in irreparable
injury to Employer. Employee acknowledges that in the event of such violation,
Employer shall be entitled to preliminary and permanent injunctive relief,
without the necessity of proving actual damages, and without the need to provide
any bond of any nature whatsoever, and to an equitable accounting of all
earnings, profits and other benefits arising from any such violation, which
right shall be cumulative and in addition to any of the rights and remedies to
which Employer may be entitled. Employee agrees that in the event of any such
violation, an action may be commenced for any such preliminary and permanent
injunctive relief in the Schuylkill County Court of Common Pleas, Pottsville,
Schuylkill County, Pennsylvania, to which venue and jurisdiction which Employee
will not object, or any other court in its sole discretion feels necessary to
commence such action. Employee hereby waives, to the fullest extent permitted by
law, any objection that Employee may now or hereafter have to such jurisdiction
or to the laying of the venue of any such suit, action or proceeding has been
brought in an inconvenient forum. Employee agrees that effective service of
process may be made upon Employee by hand-delivery of such process or by mail
under the notice provisions contained in paragraph 17 hereof.
11. Educational Expenses and Professional Dues
Employee agrees to certain education requirements as required by Xxxxxxx as
part of its commitment to the continuing education of all its employees and
contractors, so as to maintain the ability to serve policyholders and other
customers of its business at its continuing high standards of production and
service. Employee agrees that Employee will pass one (1) insurance related or
such other course per calendar year, in a designation selected by the Employer.
This education requirement is over and above any minimum state licensing
requirements. Employer shall reimburse employee for this one (1) educational
course. Travel, expenses, lodging, food, etc. shall be reimbursed by Employer in
accordance with Employer's policy as of the date of this Agreement.
This requirement shall remain in effect unless and until such Employee has
received the following designations: CPCU (charter property and casualty
underwriter), or CIC (certified insurance counselor), or CLU (charter life
underwriter) or CPA (certified public accountant), or such other designation as
approved by Employer in the future. There will be no further continuing
education requirement pursuant to this paragraph as long as such Employee shall
maintain his designation.
Employer may but is not obligated to pay any professional dues it deems
appropriate for the Employee. Employer will reimburse Employee for any annual
designation update seminars that are required for continuing educational
requirements that might be established by the Pennsylvania Insurance Department
for licensing and maintenance of any and all designations.
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12. Vacation
Employee vacation shall be in accordance with the Employer's existing
vacation policy as exists on the date of this Agreement and as may be amended,
within the complete discretion of the Employer, from time to time hereafter.
Employee acknowledges by the signing of this Agreement that Employee has
received a copy of this vacation policy. Employer acknowledges that Employee ,
as one of the primary producers for employer, frequently works hours in excess
of what might be perceived as a normal work day (eight 8 hours) or a normal work
week (forty 40 hours) . It has been the practice of the Employer and Employee in
the past to allow Employee compensation time off during periods when Employee
works in excess of normal work days and/or work weeks. Employer acknowledges
that Employee shall be entitled to such compensation time off as approved by
Employer under the terms of this Agreement, which approval shall not be
unreasonably withheld. This time off shall not be deducted from available
vacation time.
13. Sick Days
Employee sick days shall be in accordance with the Employer's existing sick
days policy as exists on the date of this Agreement and as may be amended,
within the complete discretion of the Employer, from time to time hereafter.
Employee acknowledges the signing of this Agreement that Employee has received a
copy this policy.
14. Disability
Employer and Employee acknowledge that the Employer as a wholly-owned
subsidiary of Northeast Pennsylvania Financial Corporation or such other of its
subsidiaries, is now subject to the Family and Medical Leave Act. Employer and
Employee acknowledge that Employee shall be accorded such rights and
responsibilities as set forth in that Act.
15. Exclusive Services
The Employee acknowledges that at all times during this Agreement, his
services shall be rendered exclusively by and on behalf of Employer in the
selling of any and all insurance and related products as covered by the terms of
this Agreement. Therefore, Employee agrees that during the term of this
Agreement and for any year or partial year for which services are rendered under
this Agreement, Employee shall supply to Employer true and correct copies of his
income tax returns and all schedules. If the Employee applies for an extension
of time within which to file such return, the Employee shall provide Employer
with a true and correct copy of the signed extension request. All such income
tax returns and schedules shall be provided to Employer within thirty (30) days
of the date the Employee files such returns during the normal filing period.
Employer hereby agrees that such tax returns and schedules shall be kept
confidential viewable only by those persons to whom the Employee directly
reports and further limited to the directors and officers of Employer.
16. Arbitration
Any controversy or claim arising out of, or relating to, this Agreement, or
its breach, excepting a claim for injunctive or equitable relief as described in
paragraph 10 hereof, shall be settled by arbitration in the City of Pottsville,
Schuylkill County, Pennsylvania, in accordance with the then governing rules of
the American Arbitration Association as such shall apply to the insurance
practice in the Commonwealth of Pennsylvania.
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17. Notices
Any notice required or desired to be given under this Agreement shall be
deemed given if in writing and either (a) hand delivered to the Employee or
hand-delivered to the Employee's immediate supervisor if notice is to be to the
Employer; (b) sent by certified mail to the Employee's residence or to the
Employer's principal office, as the case may be, or (c) receipt thereof is
otherwise acknowledged in writing' by the receiving party.
18. Governing Law
This Agreement shall be governed by and interpreted under the laws of the
Commonwealth of Pennsylvania without giving effect to any conflict of laws
provisions.
19. Waiver of Breach
The waiver of any breach of any provision of this Agreement by either party
shall not operate or be constructed as a waiver of any subsequent breach by such
party. Any right, remedy or power may be exercised by such party from time to
time and as often as may be deemed expedient or necessary by such party in such
party's sole discretion
20. Assignment
The Employee acknowledges that Employee's services are unique and personal.
Accordingly, the Employee may not assign his rights or delegate his duties or
obligations under this Agreement without Employer's written consent.
21. Entire Agreement
This Agreement contains the entire understanding of the parties and
supersedes any and all prior agreements, understandings or negotiations between
the parties regarding matters covered by this Agreement whether any such
agreements, understandings or negotiations were oral or in writing. This
Agreement may not be changed orally but only by an agreement in writing signed
by both parties hereto.
22. Counterparts
This Agreement may he executed into one or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, Xxxxxxx Insurance Associates, Inc., by its duly
authorized officer whose name appears below, and Xxxxxx X. Xxxxxxxxx, as named
herein and whose name also appears below, have hereunto set their hands and
seals this 29th day of December, 2000.
ATTEST: XXXXXXX INSURANCE ASSOCIATES, INC.
/s/ Xxxx Xxxx By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------- ---------------------------------
Secretary
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxxxxx
--------------------------- ------------------------------------
Witness Employee: Xxxxxx X. Xxxxxxxxx
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XXXXXX X. XXXXXXXXX - APPENDIX A
1. $50,000.00 per year salary
2. Commissions per existing commission schedule on file with Employer
3. Use of Employer cell phone for business calls
4. Use of Employer automobile and payment by Employer of related expenses
5. Payment of Pottsville Club dues and allotment; no personal expenses of
Employee will be the responsibility of Employer
6. Payment of civic club dues to a maximum of $150.00 annually
7. Schuylkill Country Club social dues for each year pursuant to Xxxxxxx
Associates business property/casualty "producers" commission incentive
program currently in place; this incentive program can be terminated by
Employer at any time; no personal expenses of Employee will be the
responsibility of Employer.
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