Executive Employment Agreement
This Agreement is made as of August 11, 1997, by and between XXXXXX
SAVINGS BANK, a Pennsylvania Banking corporation ("the Bank"), and XXXXXXX X.
XXXXX, ("Xxxxx").
The Bank, to obtain the benefit of Ruben's experience in law and
management and to reasonably assure continuity of service and non-competition
with the Bank, wishes to employ Xxxxx, and Xxxxx is willing to be employed by
the Bank, on the terms, covenants, and conditions set forth below for a period
of three (3) years commencing September 1, 1997, and renewable at will
thereafter.
Now, therefore, in consideration of the mutual covenants contained in this
agreement, it is agreed as follows:
1. Nature of Employment. Subject to the supervision and pursuant to the orders,
advice and directions of the Board of Directors ("Board"), and President of the
Bank, Xxxxx will be employed as a Senior Vice President, General Counsel and
Corporate Secretary of the Bank under the direction of the President and the
Board and will have such duties as normally apply to such positions and as may
be assigned to him from time to time by the President and the Board. Xxxxx
agrees to devote his full time, attention, energies and expertise to such
duties. Xxxxx represents and warrants to the Bank that he is presently subject
to no other employment contract, written or oral except professional service
contracts presently in force with his private clients the terms of which will be
completed or terminated prior to the effective date hereof except as agreed by
the parties.
2. Base Compensation. In consideration of the services to be rendered by Xxxxx,
the Bank will pay to Xxxxx a base salary in the gross amount of $115,000 per
year, payable in equal installments the last day of each month or otherwise as
is standard at the Bank. The President and the Board may, at their option,
increase the base compensation upon periodic review but during the three (3)year
term of this Agreement may not reduce said compensation.
3. Incentive Bonus Plan. While Xxxxx is an Officer of the Bank, the Bank will
include him in its incentive bonus plan with the potential of providing
additional compensation to Xxxxx in amounts as set by the Board annually if the
operations under his control meet the objectives set by the Board. Also, the
Board in its discretion may award Xxxxx a bonus for 1997 should his performance,
in the discretion of the Board, warrant such bonus.
4. Additional Consideration. Bank and Xxxxx in addition agree to the following:
(a). A Change of Control Agreement equivalent to that in force at the date
hereof between Bank and its present Senior Officers; and
(b). The grant of 500 shares of Bank's stock on the first through third
anniversaries of his employment; and
(c). Xxxxx shall be granted options to purchase 1,000 shares of Bank's stock
on each anniversary of his employment for three (3) years at a price set as
the closing price of Bank's stock on the date Xxxxx begins his employment;
and
(d). That Xxxxx shall commence his full time employment by Bank on or before
September 1, 1997; and
(e). That in the event Xxxxx is unable after reasonable effort to either
bring to a close current cases or refer existing cases to alternative
counsel prior to September 1, 1997 he
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may complete said cases so long as any court appearances do not require more
than a total of three (3) business days away from Xxxxxx; are completed
prior to December 1, 1997; any time away from Xxxxxx is taken without pay;
and that no Xxxxxx time or resources are employed in preparing for and
concluding said cases; and
(f). That Xxxxxx will provide fully equipped offices for Xxxxx and his legal
secretary/paralegal and in setting up said offices will purchase from Xxxxx:
i). A Toshiba 2540 copying machine and the pro-rated expense
of future maintenance agreements in force at fair market value; and
ii). One TCS computer with associated software, Daewood monitor,
keyboard and Hewlett Packard LaserJet 4 Plus laser printer at fair
market value; and
iii). One Pitney Xxxxx E500 Postage meter lease, scale and service
contract at cost; and
iv). Maintain current necessary law books including Purdons Pa.
Statutes, Xxxxx Pa. Digest, Banking Forms and Xxxxxx-Xxxxx Pa. Forms
owned by Xxxxx and provide a reasonable, to be agreed upon, on-going
library allowance for the purchase of necessary Banking and regulatory
books and services to support Xxxxxx' legal needs and its office of
General Counsel; and
(g). That Bank will pay Ruben's annual lawyer license fees and assessments
and pay for and provide for at a minimum continuing legal education courses
necessary for Xxxxx to maintain his Pennsylvania license; and
(h). Provide sufficient time as part of his employment, if necessary, to
maintain or increase his skills and knowledge in areas of the law necessary
to fully perform his
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functions as General Counsel; and
5. Termination of Position. The Bank may, at its option and with or without
cause, terminate Ruben's position as Senior Vice President of the Bank, in which
case the Bank will give Xxxxx at least 30 days prior written notice of its
intent to terminate him. The parties acknowledge that Ruben's employment
involves various front-end costs to him and that Ruben's employment involves the
shutting down of his private practice of law. Therefore, while Xxxxx may resign
such position at any time, should Bank terminate him less than three years after
the effective date of this Agreement without "cause" (defined for this purpose
only as Ruben's having engaged in willful misconduct as defined by the
unemployment compensation law of the Commonwealth of Pennsylvania) Bank shall
pay to Xxxxx his salary at his then base rate and other employment benefits
through the remaining three year term of this Agreement.
6. Consequences of Death. If Xxxxx should die during the term of this Agreement,
this Agreement shall immediately terminate on the day of his death as if such
day were the day fixed for termination.
7. Nondisclosure of Confidential Information Concerning Business. Xxxxx shall
not at any time, whether during or after his employment under this agreement,
either directly or indirectly, divulge, disclose, or communicate to any person,
firm, or corporation any information relating to the business or affairs of the
Bank which is confidential, proprietary, or not in the public domain. In the
event of a breach of the provisions of this section, the Bank shall be entitled
to an injunction restraining Xxxxx from such disclosure.
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8. Vacation. Xxxxx shall be entitled to an aggregate of three (3) weeks annual
paid vacation, to be scheduled consistent with business needs. Bank and Xxxxx
agree that he may take three (3) days leave in early October, 1997 as part of
his first year vacation.
9. Contract Terms to Be Exclusive. This written Agreement (a) supersedes any
prior understandings or agreements between Xxxxx and the Bank relating to this
subject matter, (b) constitutes the entire understanding between Xxxxx and the
Bank relating to this subject matter, (c) may be modified only in writing signed
by Xxxxx and an authorized Bank representative, (d) binds and inures to the
benefit of successors and assigns of the Bank, (e) is not assignable by Xxxxx
and (f) is governed by Pennsylvania law. The parties acknowledge that neither of
them has made any representation with respect to the subject matter of this
Agreement nor any representations including its execution and delivery except
such representations as are specifically set forth, and each of the parties
hereto acknowledges that he or it has relied on his or its own judgment in
entering into the Agreement. The parties further acknowledge that any statements
or representations that may have been made to this date by either of them to the
other are void and of no effect and that neither of them has relied on them in
connection with his or its dealings with the other.
10. Severability. If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions nevertheless shall continue in full force and effect.
11. Notices. Any notices required or desired to be given shall be deemed
sufficiently given when sent by registered or certified mail to the Bank,
addressed to Xxxxxxx X. XxXxxxxxxx, President and CEO, Second and Xxxx Xxxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000 and to Xxxxx at 000 Xxx
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Xxxx Xxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (or such address or addresses as
he hereafter designates to the Bank).
IN WITNESS WHEREOF, the parties have executed this Agreement in several
counterparts (each of which shall constitute an original) as of the day and year
first above written.
XXXXXX SAVINGS BANK
By: /s/ Wm. X. XxXxxxxxxx
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President
/S/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Esquire
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