EXHIBIT 10-16(c)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the day of , 2005,
between Home Team Financial, LLC (the "Company") and having its
principal place of business in Mount Joy, Pennsylvania, Union
National Community Bank ("Bank") having its principal place of
business in Mount Joy, Pennsylvania and Xxxx Xxxxxxx (the
"Employee").
WHEREAS, the Company and Bank desire to employ the Employee
under the terms and conditions set forth herein;
WHEREAS, the Company is an operating subsidiary of Union
National Community Bank ("Bank"), and
WHEREAS, the Employee desires to serve Company and Bank
under the terms and conditions set forth in this Agreement; and
WHEREAS the Employee and the Bank have, on even date
herewith, entered into an agreement by and among the Members of
the Company (the "Members Agreement").
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, and intending to be legally bound
hereby, the parties agree as follows:
1. TERM OF EMPLOYMENT.
__________________
(a) General. The Company and Bank hereby employ
_______
the Employee and the Employee hereby accepts
employment with the Company and Bank for a term of
ten (10) calendar years beginning on July 1, 2005
(the "Employment Period"), subject, however, to
prior termination of this Agreement as set forth
below. After ten (10) calendar years this
Agreement may be ended at the discretion of the
Company without further compensation. References
in the Agreement to "Employment Period" shall
refer to the Initial Term of this Agreement and
any extensions to the initial term of this
Agreement. For the purposes of this Agreement,
the "Startup Year" shall mean July 1, 2005 to
December 31, 2005; "Year 1" shall mean calendar
year 2006.
2. POSITION AND DUTIES. The Employee shall serve as the
___________________
President of the Company, reporting to the Company's
Operating Committee or such other person as determined by
the Operating Committee and shall perform such duties as may
from time to time be prescribed by the Operating Committee
or such other person as determined by the Operating
Committee including, without limitation, the specific duties
set forth in Exhibit B attached hereto.
3. ENGAGEMENT IN OTHER EMPLOYMENT. The Employee will
______________________________
devote his full attention, time and energies to the business
of Company. The Employee shall neither
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engage in any business or commercial activities, duties or
pursuits, nor serve as a director or officer or in any other
capacity in any other company, enterprise, or philanthropic
endeavor without written approval from the Operating
Committee.
4. XXXXXXXXXXXX.Xx compensation for services rendered the
____________
Company under this Agreement, the Employee shall be entitled
to receive from the Company an annual direct salary as
follows: $68,500 for 2005,; $144,500 for 2006; $157,000 for
2007; $158,250 for 2008; $156,820 for 2009, thereafter to
increase 3% per annum, payable in substantially equal weekly
installments (or such other intervals, consistent with the
Company's payroll policy), prorated for any partial
employment period.
5. FRINGE BENEFITS, VACATION, AND EXPENSES.
_______________________________________
(a) Employee Benefit Plans. The Employee shall
______________________
be eligible to participate in or receive benefits
from the Company, subject to and on a basis
consistent with terms, conditions and overall
administration of such benefit plans and
arrangements. Employee shall be entitled to
participate in the Bank's 401K retirement account
plan. Nothing herein shall be construed as
limiting the eligibility requirements of such
plans or arrangements, or the right of Company to
modify, change or eliminate such benefit plans or
arrangements.
(b) Vacation, Holidays, Sick Days and Personal
__________________________________________
Days. The Employee shall be entitled to all paid
____
vacation/sick days personal days given by the
Company to its employees, for a minimum of five
(5) weeks paid time off, plus holidays.
6. INDEMNIFICATION. The Company will indemnify the
_______________
Employee and advance reasonable expenses to the same degree
as provided by the Bylaws and policies of the Bank to its
Executive Officers, and as are allowable under Pennsylvania
and federal law, with respect to any threatened, pending or
completed legal or regulatory action, suit or proceeding
brought against him by reason of the fact that he is or was
a director, officer, employee or agent of the Company or the
Bank.
7. LIABILITY INSURANCE. The Company and Bank shall obtain
___________________
insurance coverage for the Employee under an insurance
policy covering officers and directors of the Company
against lawsuits, arbitrations or other legal or regulatory
proceedings; however, nothing herein shall be construed to
require the Company to obtain such insurance if the Bank
determines that such coverage cannot be obtained at a
reasonable price.
8. UNAUTHORIZED DISCLOSURE. During the term of his
_______________________
employment hereunder, or at any later time, the Employee
shall not, without the written consent of the
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Operating Committee or a person authorized thereby,
knowingly use for his own benefit or the benefit of any
other person or other entity, or disclose to any person,
other than an employee of the Company or the Bank or a
person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by the
Employee of his duties as an Employee of the Company, any
confidential information, trade secrets, or know how,
obtained by him while in the employ of the Company.
Confidential information includes any services, products,
improvements, formulas, projects, proposals, designs or
styles, processes, customers, (including, but not limited
to, customers of the Bank or Company or any of their
affiliates or subsidiaries on whom the Employee called or
with whom he became acquainted during the term of his
employment), methods of business or any business practices,
research, product or business plans, customer lists,
markets, software, developments, inventions, technology,
drawings, engineering, marketing, distribution and sales
methods and systems, finances, sales and profit figures, and
other business information of Company, Bank or any of their
subsidiaries or affiliates, the disclosure of which could be
or will be materially damaging to the Company, Bank or any
of their subsidiaries or affiliates, provided, however, that
confidential information shall not include any information
known generally to the public (other than as a result of
unauthorized disclosure by the Employee or any person with
the assistance, consent or direction of the Employee) or any
information of a type not otherwise considered confidential
by persons engaged in the same business or a business
similar to that conducted by the Company or Bank or any
information that must be disclosed as required by law.
9. WORK MADE FOR HIRE. Any work performed by the Employee
__________________
under this Agreement should be considered a "Work Made for
Hire" as that phrase is defined by the U.S. patent laws and
shall be owned by and for the express benefit of Company,
Bank and any of their subsidiaries and affiliates. In the
event it should be established that such work does not
qualify as a Work Made for Hire, the Employee agrees to and
does hereby assign to Company, Bank and their affiliates and
subsidiaries, all of his rights, title, and/or interest in
such work product, including, but not limited to, all
copyrights, patents, trademarks, and proprietary rights.
10. RETURN OF COMPANY PROPERTY AND DOCUMENTS. The Employee
________________________________________
agrees that, at the time of termination of his employment,
regardless of the reason for termination, he will deliver to
Company or Bank, any and all company property, including,
but not limited to, keys, security codes or passes, mobile
telephones, pagers, computers, devices, confidential
information (as defined in this Agreement), records, data,
notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, software
programs, equipment, other documents or property, or
reproductions of any of the aforementioned items developed
or obtained by the Employee during the course of his
employment. The Employee further agrees to sign and return
the "Termination Certificate" attached hereto as Exhibit
"A," together with all company property within three (3)
days of the date of termination of the Employee's
employment.
11. RESTRICTIVE COVENANT.
____________________
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(a) Non-competition and Non-solicitation. The
____________________________________
Employee hereby acknowledges and recognizes the
highly competitive nature of the business of
Company and Bank, and that this Agreement is
executed in connection with a planned buyout of
Employee's equity in Company and accordingly
agrees that, for the applicable period set forth
in Section 11(c) hereof, Employee shall not:
(i) within Lancaster County,
Pennsylvania or within a seventy-five (75)
mile radius of any Company office, or Bank
Branch or affiliate Bank Branch (the
"Non-Competition Area") 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 2% of
the stock of a publicly owned company) or
otherwise with any person, firm, corporation
or enterprise engaged in (1) the mortgage
brokerage or mortgage banking or financial
services industry (including bank holding
company), or (2) any other activity in which
Company, Bank or any of their subsidiaries or
affiliates are engaged during the Employment
Period,; or
(ii) provide financial or other
assistance to any person, firm, corporation,
or enterprise engaged in (1) the mortgage
brokerage or mortgage banking or financial
services industry (including bank holding
company), or (2) any other activity in which
Company, Bank or any of their subsidiaries or
affiliates are engaged during the Employment
Period; or
(iii)directly or indirectly contact,
solicit or induce any person, firm,
corporation or other entity who (or which) is
a customer or referral source of the Company
or the Bank, or which accepts placement or
purchase of Mortgage Loans from Company, Bank
or any of their subsidiaries or affiliates
during the term of Employee's employment, or
at the date of termination of Employee's
employment, to become a client, customer,
referral source of any other person, firm,
corporation or other entity, or to accept
placement or purchase of Mortgage Loans from
any other person, firm, corporation or other
entity, except that this restriction shall
only relate to financial products or services
offered by the Company or the Bank; or
(iv) directly or indirectly do business
in any way with IndyMac Bancorp, Inc. or
Wilmington Financial, Inc., or any of their
affiliates, successors and assigns, including
without limitation directly or indirectly
selling or placing mortgage loans with either
entity, or
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(v) directly or indirectly solicit,
induce or encourage any employee of Company,
Bank or any of their subsidiaries or
affiliates, who is employed during the term
of Employee's employment or at the date of
termination of Employee's employment, to
leave the employ of Company, Bank or any of
their subsidiaries or affiliates or to seek,
obtain or accept employment with any person
or entity other than Company, Bank or any of
their subsidiaries or affiliates, except if
an employee of the Company or the Bank,
without being contacted by the Employee or
anyone at the direction or suggestion of the
Employee, answers a general public
advertisement for employment offered to the
general public by the Employee's subsequent
employer.
(b) Amendment of Restrictive Covenant. It is
_________________________________
expressly understood and agreed that, although
Employee, Company and Bank consider the
restrictions contained in Section 11(a)
reasonable for the purpose of preserving for
Company, Bank and any of their subsidiaries or
affiliates, 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 11(a) is an unreasonable or otherwise
unenforceable restriction against the Employee,
the provisions of Section 11(a) 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 judicially
determine or indicate to be reasonable.
(c) Period of Restrictive Covenant. The provisions of
______________________________
this Section 11 shall be applicable, commencing on
the date this Agreement is entered into and ending
no less than two years after employee's employment
with Company and Bank terminates. If Employee
remains in the Bank and Company's employ for a
full 10 years after the date this Agreement is
entered into, then the applicability of the
covenants set forth in this Section shall be one
(1) year after termination of the employee's
employment with the Bank and Company.
(d) Breach of Restrictive Covenant. It is expressly
______________________________
understood and agreed that if the Employee
violates or breaches any provisions of this
Section 11, then the provisions of Subsection
11(c) shall apply to the Employee for an
additional one (1) year following the date of such
violation or breach.
(e) Enforcement of Restrictive Covenant, Unauthorized
_________________________________________________
Disclosure, and Return of Company Property.
__________________________________________
Employee acknowledges that his breach of any of
the restrictions set forth in this Agreement in
Sections 8, 10 and 11 will result in irreparable
injury which is not compensable in damages or
other legal remedies, and Bank, Company or their
successor may seek to
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obtain injunctive relief against the breach, or
threatened breach of this Agreement, and/or
specific performance and damages, as well as other
legal and equitable remedies including attorney's
fees which may be available and to which Bank,
Company or their successors may be entitled. The
right to equitable relief shall include, without
limitation, the right to both preliminary and
permanent injunctions against any breach or
threatened breach and specific performance for the
provisions of this Agreement, and in such case,
the Employee shall raise no objection, and hereby
waives any objection, to the form of relief prayed
for in any such proceeding. Bank, Company or
their successor shall not be required to post a
bond or similar assurance should Bank, Company or
their successor bring any action for equitable
relief in order to enforce this Agreement.
12. TERMINATION.
___________
(a) Death. Notwithstanding any other provisions of
_____
this Agreement, this Agreement shall terminate
automatically upon the Employee's death and the
Employee's rights under this Agreement shall cease
as of the date such termination.
(b) Disability. Notwithstanding any other provisions
__________
of this Agreement, if, as result of physical or
mental injury or impairment, Employee is unable to
perform all of the essential job functions of his
position on a full time basis, with or without a
reasonable accommodation, and without posing a
direct threat to himself or others, for a period
up to six (6) months, all obligations of Bank and
Company to pay Employee an Annual Direct Salary as
set forth in Section 4(a) of this Agreement are
suspended. Employee agrees that should he remain
unable to perform all of the essential functions
of his position on a full time basis, with or
without a reasonable accommodation and without
posing a direct threat to himself or others, after
six (6) months, the Bank and/or Company will
suffer an undue hardship by continuing Employee in
his position. Upon this event, all compensation
and employment obligations of the Bank and Company
under this Agreement shall cease (with the
exception of Employee's rights under the Bank's
then existing short term and/or long term
disability plans if any), and this Agreement shall
terminate.
(c) For Cause. Notwithstanding any other provisions
_________
of this Agreement, the Bank and/or Company may
terminate the Employee's employment hereunder for
"Cause." Upon this event, all compensation and
employment obligations of the Bank and Company
under this Agreement shall cease and this
Agreement shall terminate. As used in this
Agreement, the Bank and/or Company shall have
"Cause" to terminate the Employee's employment
hereunder upon: (i) the willful failure by the
Employee to substantially perform his duties
hereunder (other than a failure resulting from the
Employee's incapacity because of physical or
mental illness, as
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provided in Section 12(b) hereof); (ii) the
willful engaging by the Employee in misconduct
injurious to the Company or Bank; (iii) the
willful violation by the Employee of the
provisions of Sections 3, 8, 9 or 11 hereof; (iv)
the dishonesty or gross negligence of the Employee
in the performance of his duties; (v) the breach
of Employee's fiduciary duty involving personal
profit; (vi) the material violation of any law,
rule or regulation governing banks or bank
officers or any final cease and desist order
issued by a bank regulatory authority; (vii)
conduct on the part of Employee which brings
public discredit to the Company or Bank; (viii)
unlawful discrimination by the Employee, including
harassment against Company or Bank's employees,
customers, business associates, contractors, or
visitors; (ix) theft or abuse by Employee of the
Company or Bank's property or the property of
Company or Bank's customers, employees,
contractors, vendors, or business associates; (x)
willful failure of the Employee to follow the
good faith lawful instructions of the Board of
Directors of Company or Bank with respect to its
operations and a failure to cure such violation
within five (5) working days of said notice; (xi)
the direction or recommendation of a state or
federal bank regulatory authority to remove the
Employee's position with Company and/or Bank as
identified herein; (xii) any final removal or
prohibition order to which the Employee is
subject, by a federal banking agency pursuant to
Section 8(e) or Section 8(g) of the Federal
Deposit Insurance Act, or a state banking agency
pursuant to Pennsylvania Law; (xiii) the
Employee's conviction of or plea of guilty or nolo
contendere to a felony, crime of falsehood or a
crime involving moral turpitude, or the actual
incarceration of Employee; (xiv) any act of fraud,
misappropriation or personal dishonesty; (xv)
insubordination; (xvi) misrepresentation of a
material fact, or omission of information
necessary to make the information supplied not
materially misleading, in an application or other
information provided by the Employee to the Bank
or Company or any representative of the Bank or
Company in connection with the Employee's
employment with the Bank or Company; (xvii) the
existence of any material conflict between the
interests of Company and the Employee that is not
disclosed in writing by the Employee to the Bank
or the Company; or (xviii) Material breach of any
term of the Members Agreement, uncured under the
terms thereof.
(d) Termination By Employee. This Agreement shall
_______________________
terminate automatically upon the termination of
employment by the Employee, and, except as
specifically herein provided or as is specifically
set forth in the Members Agreement, the
Employee's rights under this Agreement shall cease
as of the date such termination.
(e) Termination without Cause. In the event that the
_________________________
Bank or the Company terminates Employee without
cause, then Employee shall be entitled to the
provisions set forth in Section 9.4 of the Members
Agreement providing for the buyout of Employee's
ownership share in the Company.
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13. DAMAGES FOR BREACH OF CONTRACT. In the event of a
______________________________
breach of this Agreement by the Company, Bank or the
Employee resulting in damages to another party to this
Agreement, that party may recover from the party breaching
the Agreement, only those damages as set forth herein.
Except as is set forth in Section 11(e) of this Agreement,
in no event shall any party be entitled to the recovery of
attorney's fees or costs.
14. ARBITRATION. Company, Bank and Employee recognize that
___________
in the event a dispute should arise between them concerning
the interpretation or implementation of this Agreement,
lengthy and expensive litigation will not afford a practical
resolution of the issues within a reasonable period of time.
Consequently, with the exception of the Engagement in Other
Employment provisions in Section 3, the Unauthorized
Disclosure provisions of Section 8, the Return of Company
Property and Documents provisions of Section 10, and the
Restrictive Covenant provisions in Section 11, which the
Company or Bank may seek to enforce in any court of
competent jurisdiction, each party agrees that all disputes,
disagreements and questions of interpretation concerning
this Agreement are to be submitted for resolution, in
Lancaster, Pennsylvania, to the American Arbitration
Association (the "Association"), and shall be governed by
the Federal Arbitration Act, 9 U.S.C. Sections 1, et seq.
(as amended from time to time). Company, Bank or Employee
may initiate an arbitration proceeding at any time by giving
notice to the other in accordance with the Rules. Copies of
the AAA Rules and forms may be obtained at any American
Arbitration Association office, or through the internet at
address xxx.xxx.xxx .
___________
Conduct of Arbitration. Arbitration shall be conducted in
______________________
Lancaster County, Pennsylvania, unless the parties agree to
a different location. The arbitrator shall be selected from
a panel of 3 arbitrators submitted by the parties to the
arbitration, by the parties either mutually agreeing on the
arbitrator or striking persons from the panel until one
person is left, that person being the arbitrator. The
parties shall equally share the fees of the arbitrator and
other jointly incurred reasonable expenses. The arbitrator
shall have the power to authorize reasonable discovery and
to issue any necessary orders and subpoenas. The parties
agree that all discovery shall be limited and expedited to
the maximum extent practical, and the arbitrator is
specifically requested and encouraged to minimize discovery
and its cost to the maximum extent practicable. The
arbitrator shall have authority to award damages and grant
such other relief the arbitrator deems appropriate,
including reimbursement of a party's share of the fees and
expenses of the arbitration. The arbitrator shall give
effect to statutes of limitation in determining any claim.
Any controversy concerning whether an issue is arbitrable
shall be determined by the arbitrator. The arbitrator shall
set forth in the award findings of fact and conclusions of
law supporting the arbitrator's decision, which must be
based upon applicable law and supported by evidence meeting
the judicial standards for the burden of proof for like
claims made in court, under the law of the jurisdiction
where the Property is located. Judgment upon the award may
be entered by any court of competent jurisdiction. Except
as specifically set forth herein, the arbitrator shall have
the ability to grant all equitable and legal remedies,
declaratory and injunctive relief, as may be available under
applicable law.
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BY AGREEING TO THIS ARBITRATION PROVISION, THE PARTIES ARE
AGREEING TO HAVE ANY DISPUTE ARISING FROM THIS EMPLOYMENT
AGREEMENT, AS DESCRIBED ABOVE, RESOLVED EXCLUSIVELY BY
ARBITRATION, AND ARE HEREBY KNOWINGLY AND VOLUNTARILY
WAIVING ANY RIGHT TO LITIGATE ANY SUCH DISPUTES IN COURT,
AND THE PARTIES ARE ALSO WAIVING ANY RIGHT TO A TRIAL BY
JURY.
The arbitration proceeding and all filing, testimony,
documents, and information, relating to or presented during
the evaluation proceeding, shall be disclosed exclusively
for the purpose of facilitating the arbitration process and
for no other purpose and shall be deemed to be information
subject to the confidentiality provisions of 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, Company, Bank and Employee
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.
15. NOTICE. For the purposes of this Agreement, notices
______
and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly
given when hand-delivered or mailed by United States
certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Employee:
Xxxx Xxxxxxx
000 Xxxx Xxxxx Xxxxx
Xxxxxxxxx, XX, 00000
If to the Bank:
UNION NATIONAL COMMUNITY BANK
000 Xxxx Xxxx Xxxxxx
X X Xxx 000
Xxxxx Xxx, XX 00000-0000
Attn: Xxxx X. Xxxxxx, President & CEO
or to such other person or place as shall be designated
in writing, and with a copy to:
XXXXXXXX XXXXXXXX, P.C.
0000 Xxxxxxx Xxxxx Xxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxx, Xx., Esquire
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If to the Company:
HOME TEAM FINANCIAL, LLC
000 Xxxx Xxxx Xxxxxx
P O Box 567
Mount Joy, PA 17552-0567
Attn: Xxxxxxx Xxxxxx
or to such other person or place as shall be designated
in writing, and with a copy to:
XXXXXXXX XXXXXXXX, P.C.
0000 Xxxxxxx Xxxxx Xxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxx, Xx., Esquire
or to such other address as any party may have furnished to
the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon
receipt.
16. SUCCESSORS. This Agreement shall inure to the benefit
__________
of and be binding upon the Employee, his personal
representatives, heirs or assigns and to the Bank
and/or the Company and any of their successors or
assigns. Employee expressly agrees to the assignment
of the covenants contained in Sections 8, 10 and 11 by
the Company and Bank. However, the Bank's ability to
transfer or assign this Agreement is subject to the
restrictions on transfer of an ownership interest in
the Company set forth in Section 16 of the Company's
Operating Agreement.
17. SEVERABILITY. If any provision of this Agreement is
____________
declared unenforceable for any reason, the remaining
provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect.
18. AMENDMENT. This Agreement may be amended or canceled
_________
only by mutual agreement of the parties in writing.
19. PAYMENT OF MONEY DUE DECEASED EMPLOYEE. In the event
______________________________________
of Employee's death, any monies that may be due him from the
Company or Bank under this Agreement as of the date of
death, shall be paid to the person designated by him in
writing for this purpose, or in the absence of any such
designation, to his estate.
20. LAW GOVERNING. This Agreement shall be governed by and
_____________
construed in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to its conflicts of law
principles. Further, the parties agree to the exclusive
jurisdiction and venue of the Court of Common Pleas in
Lancaster County Pennsylvania and the United States District
Court for the Eastern District of Pennsylvania for all
disputes between the
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parties not subject to Arbitration, and for purposes of
appeal from or enforcement of any Arbitration Award.
21. ENTIRE AGREEMENT. This Agreement, together with the
________________
Operating Agreement and the Members Agreement supersede any
and all agreements, either oral or in writing, between the
parties with respect to the employment of the Employee by
the Company and Bank, and this Agreement, the Operating
Agreement and the Members Agreement contains all the
covenants and agreements between the parties with respect to
the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this Agreement to be duly
executed in their respective names and, in the case of the
Company and Bank, by its authorized representatives the day and
year above mentioned.
ATTEST: UNION NATIONAL COMMUNITY BANK
________________________ By:____________________________
ATTEST: HOME TEAM FINANCIAL, LLC
________________________ By:____________________________
WITNESS:
________________________ _______________________________
Xxxx Xxxxxxx
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EXHIBIT A
TERMINATION CERTIFICATE
This is to certify that I do not have in my possession, nor
have I failed to return, any keys, security codes or passes,
mobile telephones, pagers, computers, devices, confidential
information, records, data, proprietary software, notes, reports,
proposals, lists, correspondence, specifications, drawings,
blueprints, or reproductions of any aforementioned items
belonging to The Union National Community Bank, the Home Team
Financial, LLC, any of their affiliates or subsidiaries, or any
of their respective successors or assigns (together, the "Company
and Bank").
I further certify that I have complied and will continue to
comply with all the terms of the Employee Employment Agreement
entered by me, the Company and Bank with respect to my employment
that began as of July _____2005.
Without limiting the generality of the preceding paragraph,
I will, in accordance with my Employment Agreement, preserve as
confidential, all proprietary and confidential information, trade
secrets and know-how of the Company and Bank or any of their
affiliates or subsidiaries, including, but not limited to,
research, product or business plans, products, services,
projects, proposals, customer lists or customers (including, but
not limited to, customers of The Company and Bank, or any of
their affiliates or subsidiaries on whom I called or with whom I
became acquainted during the term of my employment), markets,
software, developments, inventions, processes, formulas,
technology, designs or styles, drawings, engineering, marketing,
distribution, and sales methods and systems, sales and profit
figures, finances and other business information disclosed to me
by The Company and Bank, or any of their affiliates or
subsidiaries, either directly or indirectly in writing, orally or
by drawings or inspection of documents or on other tangible
property.
Date:______________________ ________________________
Signature
___________________________ _______________________
Witness
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EXHIBIT B
EMPLOYMENT DUTIES
(1) Marketing, loan origination, processing,
underwriting, closing and post-closing, shipping, document
follow-up and quality assurance;
(2) Secondary marketing-lender relationships, pricing,
hedging, obtaining all necessary lender approvals to conduct
correspondent and mortgage banking activities;
(3) Origination, loan production, and closing
documentation technology; and
(4) Effecting the strategies, plans and business model
of the Company.
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