Exhibit 10(vii)
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Employment Agreement between Susquehanna
and Xxxxxxx X. Xxxxxx, dated March 14, 2001
EMPLOYMENT AGREEMENT
AGREEMENT made this 14th day of March, 2001, but effective as of February
28, 2001, by and between SUSQUEHANNA BANCSHARES, INC., a Pennsylvania
corporation organized as a financial holding company under the Bank Holding
Company Act of 1956, as amended (the "Company"), and XXXXXXX X. XXXXXX, an adult
individual whose principal residence is at 0000 Xxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxxx 00000 (the "Employee").
Background
Employee currently serves as one of the principal executive officers of the
Company. The Company desires to induce the Employee to remain in the Company's
employment, and the Employee hereby agrees to accept continuation of employment
with the Company on the terms and subject to the conditions hereinafter set
forth.
1. Position. The Company hereby agrees to continue the Employee's
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employment, and the Employee hereby agrees to continue employment with the
Company, as Executive Vice President of the Company.
2. Duties.
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2.1 The Employee agrees to assume such duties and responsibilities as
may be consistent with the position of Executive Vice President of the Company,
and as may be assigned to the Employee by the Board of Directors, the Chief
Executive Officer of the Company or by the by-laws of the Company, from time to
time. No change in the duties of the Employee shall in any way diminish the
compensation payable to him pursuant to the provisions of paragraph 4 hereof.
2.2 The Employee agrees to devote his full time, skill, attention and
energies, and his best efforts to the performance of his duties under this
Agreement consistent with
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practices and policies established from time to time by the Company and shall
not, during the term of this Agreement, engage in any other business activity
(including, without limitation, participation by the Employee on any
unaffiliated profit or non-profit board of directors) except: (i) upon the prior
written notice to and consent of the Company's Board of Directors, or (ii)
solely as an investor in real or personal property, the management of which
shall not detract from the performance of his duties hereunder; provided,
however, that the engagement by the Employee in any such business activity shall
at all times be in conformity with the Company's Code of Conduct, as the same
may be amended or supplemented from time to time. Notwithstanding anything
herein to the contrary, the Employee shall terminate any such activity upon
reasonable request by the Company.
3. Period of Employment. Unless terminated earlier pursuant to subparagraph
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7.3, 10.1, 10.2, 10.3 , 10.5 or 10.7 hereof, the period of employment (the
"Period of Employment") shall be three (3) years from the date hereof or from
the most recent "Renewal Date" as hereinafter used. In each year here following,
between the dates of January 1 and February 28 (the "Renewal Period"), the
Company may renew in writing this Agreement, making such adjustments to the
compensation provisions set forth in Section 4 hereof as the parties hereto may
agree in writing. In the absence of such written agreement between the parties,
the Company will be deemed to have not renewed this Agreement. As provided
herein, the date on which written notice of renewal is given the Employee, which
shall be no later than seven (7) business days following the last day of the
Renewal Period, shall be the "Renewal Date."
4. Compensation. For all services rendered by the Employee under this
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Agreement, the Company shall pay to the Employee compensation as provided below:
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4.1 Base Salary. Commencing on the date hereof and continuing for the
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next twelve (12) months of employment hereunder, the Company shall pay the
Employee, in equal monthly installments, a minimum base salary at the rate of
$230,000 per year. In connection with the annual review required by Section 4.3
hereof, the Employee's base salary shall be reviewed and in light of such review
may be increased (but not decreased), taking into account any change in the
Employee's responsibilities, performance of the Employee and other pertinent
factors. Payment of any increase in the Employee's base salary (if any) shall
commence no later than July 1st of the year in which the increase is granted.
4.2 Bonus. The Company may but shall not be required to pay to the
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Employee annual bonus compensation in such amount as may be determined by the
Board of Directors within guidelines established by the Company. Such bonus
shall not exceed the amount of the Employee's basic compensation.
4.3 Annual Review. The determination of compensation payable by the
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Company hereunder shall be made by the Compensation Committee of the Company, or
its nominee, which shall perform an annual review of this Agreement, the
Employee's performance with the Company, and compensation payable hereunder. The
results of such review, including recommendation as to salary adjustment and
bonus, shall be reported to the Company and shall be memorialized in the minutes
of the meetings of the Company's Board of Directors or held in a confidential
file by the Company's Human Resources Department.
5. Employee Expenses. Subject to such general employee expense account
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policies as the Company may from time to time adopt, the Company will pay or
reimburse the Employee upon presentation of vouchers or invoices for reasonable
expenses incurred by the Employee in the performance of his duties in carrying
out the terms and provisions of this Agreement,
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including, without limitation, expenses for such items as entertainment, travel,
meals, hotel and similar items. In the event that any reimbursed expenses are
disallowed by the Internal Revenue Service as deductions to the Company, the
Employee shall retain such reimbursed expense amounts which the Employee shall
treat and report as additional compensation and which the Company shall treat as
deductible salary expense.
The Company also shall provide the Employee during his employment under
this Agreement with the full time use of a car selected by the Employee and
comparable to the car available at present. Such car shall be used by the
Employee in accordance with any and all general car policy(ies) as the Company
may from time to time adopt. Such car shall be selected, maintained and replaced
in accordance with the Company's general policy on cars for employees having
need of a car for such use.
6. Vacations. The Employee will be entitled to no less than five (5)
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weeks of paid vacation annually, to be taken at times reasonably convenient to
the Company.
7. Benefits.
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7.1 The Employee shall be entitled to group term life insurance
insuring the Employee's life during the term of employment, disability insurance
coverage, and accidental death and dismemberment benefits, including death
benefit, in such amounts and in such coverage as shall be consistent with the
insurance coverage programs available to other salaried employees of the
Company, as the same may change from time to time. The Employee shall designate
the beneficiary of such policy and benefits.
7.2 The Employee shall be entitled to major medical and health
insurance coverage for the Employee and his immediate family on such terms, in
such amounts and in such
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coverage as shall be consistent with the insurance coverage programs available
to other salaried employees of the Company generally, as the same may change
from time to time.
7.3 If the Employee becomes and continues to be permanently disabled,
such disability to be defined as the Employee's inability, as a result of
illness, incapacity, disease or calamity to perform a substantial part of his
reasonable duties as set forth herein, with no reasonable expectation that the
Employee will be able to resume the performance of his reasonable duties, the
Company shall continue to pay to the Employee the base salary set forth in
paragraph 4, above, and, except as provided in the next sentence of this
paragraph, all other benefits as set forth in this Agreement for a period of no
less than six (6) months following the commencement of such permanent
disability. Any provision of this Agreement notwithstanding, the Employee shall
be conclusively deemed to be permanently disabled if he is physically or
mentally unable to perform his duties or a substantial part thereof for a period
of six consecutive months. The Employee shall have no right to earn any bonus
compensation during such period of time. Thereafter, if such permanent
disability continues, this Agreement shall terminate and the Company (i) shall
have no further obligation to the Employee under this Agreement other than in
connection with such benefits as may be available under such disability
insurance programs, and (ii) shall not be obligated to provide or pay for any
other benefits under the programs or policies listed in subparagraphs 7.1 and
7.2 above, except to the extent that any of the benefits available under such
programs or policies survive termination of the Employee's employment by their
express terms, or as required by law, in which event they shall continue only as
required by their express terms or as required by law, whichever is applicable.
7.4 To the extent such benefits are not specifically described or
duplicated hereinabove in this paragraph 7, the Employee shall also be entitled
to participate in any and all
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thrift, profit sharing, benefit and pension and similar plans, now or hereafter
maintained by the Company and offered by the Company to its salaried, non-union
employees generally; provided, however, that if such participation in any such
plan is determined by the Company's Board of Directors, or any committee
thereof, then the Employee shall have no automatic entitlement to participate in
the same.
8. Confidential Information. During the term of employment, and at any time
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thereafter, the Employee shall not, without the consent of a senior officer of
the Company, disclose to any person, firm or corporation (except, during the
term of his employment, to the extent necessary to perform his duties hereunder)
any customer lists, trade secrets, reports, correspondence, mailing lists,
manuals, price lists, employee lists, prospective employee lists, letters,
records or any other confidential information relating to the business of the
Company or any Affiliate (as defined in subparagraph 17.2 hereof) of the Company
and shall not, without the consent of a senior officer of the Company, deliver
any oral address or speech or publish, or knowingly permit to be published, any
written matter in any way relating to the confidential information regarding the
business of the Company or any Affiliate of the Company.
9. Property Rights. The Employee agrees that all literary work,
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copyrightable material or other proprietary information or materials developed
by the Employee during the term of this Agreement and relating to, or capable of
being used or adopted for use in, the business of the Company shall inure to and
be the property of the Company and must be promptly disclosed to the Company, as
the case may be. Both during employment by the Company and thereafter, the
Employee shall, at the expense of the Company, execute such documents and do
such things as the Company reasonably may request to enable the Company or its
nominee (i) to apply for copyright or equivalent protection in the United
States, Canada and
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elsewhere for any literary work hereinabove referred in this paragraph, or (ii)
to be vested with any such copyright protection in the United States, Canada and
elsewhere.
10. Termination.
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10.1 The Employee shall be deemed to have been given notice of
termination ("Notice of Termination") for purposes of this subsection 10.1 if
this Agreement is not renewed by the Company during the Renewal Period
commencing next after a Renewal Date (or after the first anniversary of this
Agreement, if there is no Renewal Date) and (i) the Employee elects in a writing
delivered to the Company within thirty (30) calendar days of the termination of
the Renewal Period to treat such failure to renew as Notice of Termination,
effective as of the date of delivery of such election to the Company, or (ii) if
the Employee does not exercise his rights under the immediately preceding
clause, effective on the last day of the twenty-fourth (24th) month following
the most recent Renewal Date.
Upon the effective date of a Notice of Termination under this
subsection 10.1, the Company may request the Employee to, and if requested, the
Employee shall continue to perform his duties as set forth in this Agreement for
a period not to exceed three (3) months from the effective date of Notice of
Termination. In addition to such period, the Employee shall be reasonably
available for a period of nine (9) additional months for advice and consultation
as requested by the Company. The Employee shall be entitled to receive all
salary and benefits for a period of twelve (12) months following the effective
date of Notice of Termination; provided, however, that in the event the Employee
obtains other employment in the twelve (12) month period following the effective
date of Notice of Termination, then the amount of base salary due hereunder
shall be decreased by the salary and benefits received by the Employee
attributable to other employment during such twelve (12) month period.
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10.2 This Agreement shall be terminated upon action of the Employee by
not less than two (2) months notice to the Company. The Employee agrees in the
event of termination under this subparagraph to cooperate, advise and consult
the Company as needed to assist in the transition of the Employee's replacement
during such two (2) month period and thereafter for a period of four (4) months
during reasonable times and under reasonable circumstances.
10.3 Nothing in this Agreement shall be construed to prevent immediate
termination by the Company of the Employee's employment under this Agreement for
cause, which shall include, and be limited to: (a) the Employee's personal
dishonesty; (b) the Employee's incompetence; (c) the Employee's willful
misconduct; (d) the Employee's breach of fiduciary duty involving personal
profit; (e) the Employee's intentional failure to perform stated duties; (f) the
Employee's willful violation of any law, rule or regulation (other than traffic
violations or similar offenses); (g) the issuance of a final cease-and-desist
order by a state or federal agency having jurisdiction over the Company or any
entity which controls the Company to the extent such cease-and-desist order
requires the termination of the Employee; or (h) a material breach by the
Employee of any provision of this Agreement.
10.4 If this Agreement is terminated under subparagraphs 10.2 or 10.3
hereof, the Company shall be obligated to pay the Employee his base salary to
the date of such termination, plus any accrued bonus. The Company shall not be
obligated to provide or pay for any further benefits under the programs or
policies listed in Section 7 above except to the extent that any of the benefits
available under such programs or policies survive termination of the Employee's
employment by their express terms, or as required by law (e.g., COBRA), in which
event they shall continue only as required by their express terms or as required
by law, whichever
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is applicable.
10.5 In addition to termination under subparagraphs 10.1, 10.2 and
10.3 above, the Employee's employment by the Company under this Agreement may be
terminated by the Company at any time without cause during the term provided in
this Employment Agreement or by the Employee as follows: (i) within twelve (12)
months following the date of this Agreement if there occurs an adverse change in
the Employee's circumstances within such twelve month period; or (ii) within
twelve (12) months following a Change of Control (as defined in subparagraph
17.2 below) if there occurs an adverse change in the Employee's circumstances
within such twelve (12) month period.
For purposes of this Agreement, "an adverse change in the Employee's
circumstances" shall include and be limited to (A) a significant change in the
nature or scope of the Employee's duties as set forth in the first sentence of
paragraph 2 hereof such that the Employee has been reduced to a position of
materially lesser authority, status or responsibility (provided, however, for
purposes of this subparagraph, in circumstances not involving a Change of
Control, so long as the Employee remains a senior officer (which shall mean and
include any officer position with the Company above the position of vice
president), an adverse change in circumstance shall not be deemed to have
occurred), or the time required to be spent by the Employee 60 miles or more
beyond the Company's geographic market area shall be increased without the
Employee's consent by more than twenty percent (20%), increased against the
average of the two (2) preceding years, or (B) a reduction in the Employee's
base compensation or (C) any other material and willful breach by the Company of
any other provision of this Agreement.
In any such event of termination under this subparagraph 10.5, the
Company shall
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pay to the Employee in a lump sum an amount equal to the greater of the
Employee's then current monthly salary rate or the rate in effect prior to any
reduction which led to the termination times the number of months otherwise
remaining in the Period of Employment set forth in paragraph 3. The Company
shall also provide the Employee with the following, or the value thereof:
(a) in addition to the benefits provided under subparagraph 7.4
hereof, the pension benefits which would have accrued had the Employee remained
in the employ of the Company for the remainder of the Period of Employment,
which benefits will be paid concurrently with the benefits which would otherwise
have been provided under such "plans"; and
(b) all other employee benefits to which the Employee would have been
entitled under paragraph 7 hereof if he had remained in the employ of the
Company for the remainder of the Period of Employment.
10.6 (i) Anything in this Agreement to the contrary notwithstanding,
in the event that it shall be determined that any payment or distribution by the
Company to or for the benefit of the Employee, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (a "Payment"), would constitute an "excess parachute payment" within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), and that it would be economically advantageous to the Company to
reduce the Payment to avoid or reduce the taxation of excess parachute payments
under Section 4999 of the Code, the aggregate present value of amounts payable
or distributable to or for the benefit of the Employee pursuant to this
Agreement (such payments or distributions pursuant to this Agreement are
hereinafter referred to as "Agreement Payments") shall be reduced (but not
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below zero) to the Reduced Amount. The "Reduced Amount" shall be an amount
expressed in present value which maximizes the aggregate present value of
Agreement Payments without causing any Payment to be subject to the taxation
under Section 4999 of the Code. For purposes of this subparagraph 10.6, present
value shall be determined in accordance with Section 280G(d)(4) of the Code.
(ii) All determinations to be made under this subparagraph 10.6 shall
be made by the Company's independent public accountant (the "Accounting Firm"),
which firm shall provide its determinations and any supporting calculations both
to the Company and the Employee within 10 days of his termination of employment.
Any such determination by the Accounting Firm shall be binding upon the Company
and the Employee. The Employee shall in his sole discretion determine which and
how much of the Agreement Payments shall be eliminated or reduced consistent
with the requirements of this subparagraph 10.6. Within thirty days after the
Employee's determination, the Company shall pay (or cause to be paid) or
distribute (or cause to be distributed) to or for the benefit of the Employee
such amounts as are then due to the Employee under this Agreement.
(iii) As a result of the uncertainty in the application of Section
280G of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Agreement Payments, as the case may be, will have
been made by the Company which should not have been made ("Overpayment") or that
additional Agreement Payments which have not been made by the Company could have
been made ("Underpayment"), in each case, consistent with the calculations
required to be made hereunder. Within two years after the termination of
employment, the Accounting Firm shall review the determination made by it
pursuant to the preceding paragraph. In the event that the Accounting Firm
determines that an Overpayment has
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been made, any such Overpayment shall be treated for all purposes as a loan to
the Employee which the Employee shall repay to the Company together with
interest at the applicable Federal rate provided for in Section 7872(f)(2) of
the Code (the "Federal Rate"); provided, however, that no amount shall be
payable by the Employee to the Company if and to the extent such payment would
not reduce the amount which is subject to taxation under Section 4999 of the
Code. In the event that the Accounting Firm determines that an Underpayment has
occurred, any such Underpayment shall be promptly paid by the Company to or for
the benefit of the Employee together with interest at the Federal Rate.
(iv) All of the fees and expenses of the Accounting Firm in performing
the determinations referred to in subsections (ii) and (iii) above shall be
borne solely by the Company.
10.7 Notwithstanding anything to the contrary set forth above, this
Agreement shall terminate immediately upon the close of business on the last
business day in the calendar year in which the Employee attains the age of 65.
Upon such termination, the Employee shall be entitled, to the extent he is
covered by such at the time, to all retirement, pension, insurance and other
benefits available to the Company's employees.
10.8 Upon termination of employment hereunder, the Employee shall not
malign, criticize or otherwise disparage the Company or its officers, directors
or Affiliates.
11. Records. Upon the termination of employment hereunder, the Employee
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shall deliver to the Company all correspondence, reports, customer lists, office
keys, manuals, advertising brochures, sample contracts, price lists, employee
lists, prospective employee lists, mailing lists, letters, records and any and
all other documents pertaining to or containing information relative to the
business of the Company, and the Employee shall not remove any of
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such records either during the course of employment or upon the termination
thereof.
The Employee understands that in the event of a violation of the provisions
of this paragraph 11, the Company shall have the right to seek injunctive
relief, in addition to any other existing rights provided herein or by operation
of law, without the requirement of posting bond. The remedies provided in this
paragraph 11 shall be in addition to any legal or equitable remedies existing
between the Employee and the Company, and shall not be construed as a limitation
upon, or as alternative or in lieu of, such remedies.
12. Prohibited Assignment. The Employee shall have no right to exchange,
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convert, encumber or dispose of the rights to receive the benefits or payments
under this Agreement, which payments, benefits and rights thereto are expressly
declared to be non-assignable and non-transferable.
13. Indemnification. To the extent permitted by law, the Company shall
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indemnify the Employee and hold him harmless from all liability and claims,
whether meritorious or not, including the cost of defense thereof (including
reasonable attorneys' fees) which have arisen or accrued or which hereafter may
arise or accrue and are based upon any act or omission which the Employee has
taken or committed or hereafter may take or commit on behalf of or in connection
with the Company in his official capacity, so long as the following conditions
are met with respect to such claim or liability: (a) if such action was taken in
the exercise of reasonable business judgment and was taken in an area within the
scope of responsibility of the Employee, or (b) if not within the scope of the
Employee's responsibility, (i) at the time of such act or omission the Board of
Directors of the Company had knowledge of the facts or circumstances pursuant to
which such act was taken or such omission occurred and (ii) no written objection
to such act or omission was duly made by the Board of Directors.
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Actions taken by the Employee which are covered by this Agreement
specifically include (by way of illustration), but are not limited to, (a) the
payment of any salary, bonus or other compensation to any officer, director, or
employee, (b) the reimbursement or payment of any expenses incurred by any such
officer, director or employee, (c) the making or retention of any investments
(including, without limitation, loans) by the Company, or (d) injury claims
against the Company or the Employee based on negligence or other alleged
tortious actions and which arise in connection with the conduct of the Company's
business.
The Employee shall indemnify the Company and hold it harmless from all
liability and claims, whether meritorious or not, including the cost of the
defense thereof (including reasonable attorneys' fees) which have arisen or
accrued or which hereafter may arise or accrue and are based upon acts taken
without the consent or approval of the Board of Directors of the Company and
which represent the Employee's deliberate malfeasance or gross negligence.
14. Non-Competition. During the term of employment hereunder, and in the
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event the Employee's employment is terminated pursuant to subparagraphs 10.2 or
10.3 hereof, then for a one year period thereafter, the Employee will not
directly for himself or any third party, become engaged in any business or
activity which is directly in competition with any services or financial
products sold by, or any business or activity engaged in by, the Company,
including, without limitation, any business or activity engaged in by any
federally or state chartered bank, savings bank, savings and loan association,
trust company and/or credit union, and/or any services or financial products
sold by such entities, including, without limitation, the taking and accepting
of deposits, the provision of trust services, the making of loans and/or the
extension of credit, brokering loans and/or leases and the provision of
insurance and investment services, within a 25 mile radius of any office or
facility of the Company or any of its Affiliates. This
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provision shall not restrict the Employee from owning or investing in publicly
traded securities of financial institutions, so long as his aggregate holdings
in any financial institution do not exceed ten percent (10%) of the outstanding
capital stock of such institution.
During the period of employment hereunder, and for a period of two years
thereafter no matter the reason of termination, the Employee will not solicit
any person who was a customer of the Company during the period of the Employee's
employment hereunder, or solicit potential customers who are or were identified
through leads developed during the course of employment with the Company, or
otherwise divert or attempt to divert any existing business of the Company
within any area of 100 miles of any office or facility of the Company or any of
its Affiliates.
The Employee will not, either during the period of employment hereunder or
for a period of two years thereafter directly for himself or any third party,
solicit, induce, recruit or cause another person in the employment of the
Company or any of its Affiliates to terminate his or her employment for the
purposes of joining, associating, or becoming employed with any business or
activity which is in competition with any services or financial products sold,
or any business or activity engaged in, by Company.
The Employee understands that in the event of a violation of any provision
of this Agreement, the Company shall have the right to seek injunctive relief,
in addition to any other existing rights provided in this Agreement or by
operation of law, without the requirement of posting bond. The remedies provided
in this section shall be in addition to any legal or equitable remedies existing
at law or provided for in any other agreement between the Employee or the
Company, and shall not be construed as a limitation upon, or as an alternative
or in lieu of, any such remedies. If any provisions of this Section shall be
determined by a court of competent jurisdiction to be unenforceable in part by
reason of it being too great a period of time or
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covering too great a geographical area, it shall be in full force and effect as
to that period of time or geographical area determined to be reasonable by the
court.
15. Survival. Notwithstanding anything to the contrary in this Agreement,
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the parties agree that the Employee's obligations under paragraphs 8 and 9 of
this Agreement will continue despite the expiration of the term of this
Agreement or its termination.
16. Preemptive Considerations. Notwithstanding anything to the contrary
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set forth herein:
16.1 If the Employee is suspended and/or temporarily prohibited from
participating in the conduct of the Company's affairs by a notice served under
Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
1818(e)(3) and (g)(1)) or any amendments or supplements thereto, the Company'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 may in its discretion (i) pay the Employee all or part of
the compensation withheld while this Agreement's obligations were suspended, and
(ii) reinstate (in whole or in part) any of its obligations which were
suspended.
16.2 If the Employee is removed and/or permanently prohibited from
participating in the conduct of the Company's affairs by an order issued under
Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818
(e)(4) or (g)(1)) or any amendments or supplements thereto, all obligations of
the Company under the contract shall terminate as of the effective date of the
order, but vested rights of the parties shall not be affected.
16.3 If the Company is in default (as defined in Section 3(x)(1) of
the Federal Deposit Insurance Act), all obligations under this Agreement shall
terminate as of the date of default, but this subparagraph 16.3 shall not affect
any vested rights of the parties.
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17. Miscellaneous.
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17.1 Assignment. This Agreement (including, without limitation,
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paragraph 14 hereof relating to non-competition) shall be binding upon the
parties hereto, the heirs and legal representatives of the Employee and the
successors and assigns of the Company.
17.2 Definitions. The term "Company" shall mean the Company as
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hereinbefore defined or any entity succeeding to substantially all of the assets
and business of the Company. The term "Affiliate" shall mean with respect to the
Company, persons or entities controlling, controlled by or under common control
with the Company. As used herein, a "Change of Control" shall be deemed to have
occurred upon the happening of any one or more of the following occurrences, if
prior thereto, the happening of such occurrence has not received the approval of
a majority of the disinterested members of the Board of Directors of the
Company:
(a) A liquidation or dissolution of the Company (excluding
transfers to subsidiaries) or the sale of all or substantially all of
the Company's assets occurs;
(b) As a result of a tender offer, stock purchase, other stock
acquisition, merger, consolidation, recapitalization, reverse split or
sale or transfer of assets, any person or group (as such terms are
used in and under Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934 (the "Exchange Act")) becomes the beneficial
owner (as defined in Rule 13-d under the Exchange Act), directly or
indirectly, of securities of the Company representing more than 20% of
the common stock of the Company or the combined voting power of the
Company's then outstanding securities; provided, however, that for
purposes of this subsection 11(b), a person or group shall not include
the Company or any subsidiary or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any subsidiary
thereof;
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(c) If at least a majority of the Board of Directors of the
Company at any time does not consist of individuals who were elected,
or nominated for election, by directors in office at the time of such
election or nomination; or
(d) the Company merges or consolidates with any other corporation
(other than an Affiliate) and is not the surviving corporation (or
survives only as a subsidiary of another corporation).
17.3 Notices. Any notice required, permitted or intended to be
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given under this Agreement shall be in writing and shall be deemed to have been
given only if delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid; except as provided in subparagraph
10.3 hereinabove with regard to constructive notice.
17.4 Entire Agreement. This Agreement constitutes the entire
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agreement between the parties in connection with the subject matter hereof,
supersedes any and all prior agreements or understandings between the parties
and may only be changed by agreement in writing between the parties.
17.5 Construction. This Agreement shall be construed and enforced
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in accordance with the laws of the Commonwealth of Pennsylvania.
17.6 Section Headings. The section headings herein have been
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inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.
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IN WITNESS WHEREOF, and intending to be legally bound, the parties have
executed this Agreement the day and year first above written.
SUSQUEHANNA BANCSHARES, INC.
Attest:/s/ Xxxx X. Xxxxxx By:/s/ Xxxxxx X. Xxxxxxxx
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Secretary Xxxxxx X. Xxxxxxxx
Chairman of the Board and
Chief Executive Officer
EMPLOYEE
Witness:
/s/ Xxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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