EXHIBIT 10.1
KEYSTONE HERITAGE GROUP, INC.
1995 10K
EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 1st day of March, 1987 effective January 1, 1987
by and between the Lebanon Valley National Bank of Lebanon, Pennsylvania
(hereinafter referred to as "Bank") and Xxxxxx X. Xxxxx (hereinafter referred to
as "Executive")
WITNESSETH THAT:
WHEREAS, Executive has been employed by Bank and is presently serving as
its President and Chief Executive Officer; and
WHEREAS, Bank wishes to assure itself of the continued services of
Executive during the period and on the terms and conditions hereinafter set
forth; and
WHEREAS, Executive is willing to serve the Bank on a full time basis during
such period on such terms and conditions.
NOW, THEREFORE, in consideration of the promises hereinafter set forth, it
is mutually agreed as follows:
1. Except as otherwise provided in paragraph 2 below, Bank shall employ
Executive as its Chief Executive officer or in any capacities as may from time
to time be specified by the Board of Directors, provided that such duties shall
be consistent with Executive's current status as Bank's Chief Executive Officer.
Said employment shall be continuous and on a full time basis for the period
beginning January 1, 1987 and ending on December 31, 1989. On the last day of
each month this Agreement shall automatically be extended for an additional
month so that there
is always a three year contract in effect. Unless sooner terminated pursuant to
paragraph 2, below, Bank may terminate this Agreement at any time by giving
Executive 36 month's written notice of the effective date of said termination.
Executive accepts such employment and agrees that during such period he will
devote his best efforts, and his full business time and attention (except for
normal vacation periods or illness) to the performance of such duties for the
Bank as may be assigned to him from time to time by the Bank.
2. Notwithstanding the provisions of paragraph 1 above, this contract shall
terminate under the following additional conditions:
a. Upon the death of Executive.
b. Mental or physical disability of Executive which prevents him from
performing his normal duties for a period in excess of six (6) months.
c. At the option of Executive by giving six (6) months written notice
to Bank of his intent to resign or retire provided, however, that in the event
that Executive gives such notice, Bank shall have the option of terminating this
Agreement by giving Executive two (2) months written notice of its intent to
accelerate the termination date.
d. At the option of Bank if Executive is convicted of a crime
involving moral turpitude involving actions not related to his employment or is
charged with a criminal offense arising out of his employment. Termination shall
become effective two (2) weeks after written notice to Executive of Bank's
intent to
terminate this Agreement pursuant to this subparagraph. In the event that this
Agreement is terminated as the result of charges against Executive, it shall be
reinstated retroactively in the event that said charges are dismissed.
3. Beginning January 1, 1987 and continuing through December 31, 1987,
Bank will pay to Executive a base salary at the annual rate of One Hundred
Twenty-Two Thousand Dollars ($122,000.00) payable in bimonthly installments. No
later than January 31 of each year of the term of this Agreement, Bank shall
review and give consideration to the increase of the annual rate of Executive's
base salary effective the preceding January 1 during the period of his full time
employment. In making such a determination, Bank shall consider the Consumer
Price Index, salary increases given to other employees and officers of Bank,
salaries of chief executive officers of peer group banking institutions as well
as the net profits of Bank in the preceding year. The base salary in effect
during the preceding calendar year shall remain in effect until the termination
of this Agreement as provided herein unless increased pursuant to this
paragraph.
4. In addition to the base salary provided herein, Executive shall be
entitled to such bonuses and other benefits as are made available to the other
officers and employees of Bank other than severance pay.
5. Executive may elect to defer a portion of his annual base salary
pursuant to a deferred compensation plan between Executive and Bank adopted on
December 18, 1983.
6. During the term of this Agreement or any extension thereof, or for
two years immediately following termination of this Agreement, Executive shall
not engage in the banking business as the employee or consultant of a bank or
savings and loan association or the parent company of a wholly owned subsidiary
bank or savings and loan association which has an office in the following
counties of Pennsylvania: Lebanon, Dauphin, Schuylkill, Berks and Lancaster.
7. This Agreement shall be binding upon the parties hereto, their
heirs, successors and assigns and shall not be modified except in writing signed
by all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ATTEST: LEBANON VALLEY NATIONAL BANK
/s/ Xxxxxxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
---------------------------- ---------------------------------
Assistant Secretary Chairman of the Board
WITNESS:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxx
---------------------------- ---------------------------------
Xxxxxx X. Xxxxx
