EXHIBIT 10.1
Executive Employment Agreement dated as of
January 1, 1999, between Xxxx X. Xxxxxx and
Union National Financial Corporation.
EMPLOYMENT AGREEMENT
____________________
THIS AGREEMENT is made as of the first day of January, 1999,
between UNION NATIONAL FINANCIAL CORPORATION ("Corporation"), a
Pennsylvania business corporation having a place of business at
000 X. Xxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxxxx 00000-0000, UNION
NATIONAL COMMUNITY BANK ("Bank") a national banking association
having a place of business at 000 X. Xxxx Xxxxxx, Xxxxx Xxx,
Xxxxxxxxxxxx 00000-0000, and XXXX X. XXXXXX ("Executive"), an
individual residing at 000 Xxxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxxxx
00000.
WITNESSETH:
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WHEREAS, the Corporation is a registered bank holding
company;
WHEREAS, the Bank is a subsidiary of the Corporation;
WHEREAS, Corporation and Bank desire to employ Executive to
serve in the capacity of President and Chief Executive Officer
of each of Corporation and Bank under the terms and conditions
set forth herein;
WHEREAS, Executive desires to accept employment with
Corporation and Bank on the terms and conditions set forth
herein.
AGREEMENT:
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NOW, THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
1. Employment. Corporation and Bank hereby employ Executive
__________
and Executive hereby accepts employment with Corporation and
Bank, under the terms and conditions set forth in this Agreement.
2. Duties of Employee. Executive shall perform and discharge
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well and faithfully such duties as an executive officer of
Corporation and Bank as may be assigned to Executive from time to
time by the Board of Directors of Corporation and Bank.
Executive shall be employed as President and Chief Executive
Officer of Corporation and Bank, and shall hold such other
titles as may be given to him from time to time by the Board of
Directors of Corporation and Bank. Executive shall devote his
full time, attention and energies to the business of Corporation
and Bank during the Employment Period (as defined in Section 3 of
this Agreement); provided, however, that this Section 2 shall not
be construed as preventing Executive from (a) engaging in
activities incident or necessary to personal investments so long
as such investment does not exceed 5% of the outstanding shares
of any publicly held company, (b) acting as a member of the Board
of Directors of any other corporation or as a member of the Board
of Trustees of any other organization, with the prior approval of
the Board of Directors of Corporation and Bank, or (c) being
involved in any other activity with the prior approval of the
Board of Directors of Corporation and Bank. The Executive shall
not engage in any business or commercial activities,
duties or pursuits which compete with the business or commercial
activities of Corporation or Bank, nor may the Executive serve as
a director or officer or in any other capacity in a company which
competes with Corporation or Bank.
3. Term of Agreement.
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(a) This Agreement shall be for a five (5) year period
(the "Employment Period") beginning on the first day of January,
1999, and if not previously terminated pursuant to the terms of
this Agreement, the Employment Period shall end five (5) years
later. Unless written notice of nonrenewal is given at least one
hundred eighty (180) days prior to the fifth anniversary date,
the Employment Period shall be automatically extended on the
fifth anniversary date of commencement of the Employment Period
(the "Renewal Date") for a period ending five (5) years
thereafter. Unless written notice of nonrenewal is given at
least one hundred eighty (180) days prior to the fifth
anniversary date of each Renewal Date, the Employment Period
shall be automatically extended for an additional five (5) year
period.
(b) Notwithstanding the provisions of Section 3(a) of
this Agreement, this Agreement shall terminate automatically for
Cause (as defined herein) upon written notice from the Board of
Directors of each of Corporation and Bank to Executive. As used
in this Agreement, "Cause" shall mean any of the following:
(i) Executive's conviction of or plea of guilty or
nolo contendere to a felony, a crime of falsehood or a crime
involving moral turpitude, or the actual incarceration of
Executive for a period of forty five (45) consecutive days or
more;
(ii) Executive's failure to follow the good faith
lawful instructions of the Board of Directors
of Corporation or Bank with respect to its operations, after
written notice from Corporation or Bank and a failure to cure
such violation within twenty (20) days of said written notice;
(iii) Executive's willful failure to substantially
perform Executive's duties to Corporation or Bank, other than a
failure resulting from Executive's incapacity because of physical
or mental illness, as provided in subsection (d) of this Section
3, after written notice from Corporation or Bank and a failure
to cure such violation within twenty (20) days of said written
notice;
(iv) Executive's intentional violation of the
provisions of this Agreement, after written notice from
Corporation or Bank and a failure to cure such violation within
twenty (20) days of said written notice;
(v) dishonesty of the Executive in the performance of
his duties;
(vi) Executive's removal or prohibition from being an
institutional-affiliated party by a final order of an appropriate
federal banking agency pursuant to Section
8(e) of the Federal Deposit Insurance Act or by the Office of the
Comptroller of the Currency pursuant to national law;
(vii) conduct on the part of the Executive as
determined by an affirmative vote of seventy-five percent (75%)
of the disinterested members of the Board of Directors which
brings public discredit to Corporation or Bank; or
(viii) Executive's breach of fiduciary duty involving
personal profit.
If this Agreement is terminated for Cause, all of
Executive's rights under this Agreement shall cease as of the
effective date of such termination.
(c) Notwithstanding the provisions of Section 3(a) of this
Agreement, this Agreement shall terminate automatically upon
Executive's voluntary termination of employment (other than in
accordance with Section 5 of this Agreement) for Good Reason.
The term "Good Reason" shall mean (i) the assignment of duties
and responsibilities inconsistent with Executive's status as
President and Chief Executive Officer of Corporation and Bank,
(ii) a reassignment which requires Executive to move his
principal residence more than fifty (50) miles from the
Corporation's and Bank's principal executive office immediately
prior to this Agreement, (iii) any removal of the Executive from
office or any adverse change in the terms and conditions of the
Executive's employment, except for any termination of the
Executive's employment under the provisions of Section 3(b)
hereof, (iv) any reduction in the Executive's Annual Base Salary
as in effect on the date hereof or as the same may be increased
from time to time, except such reductions that are the result of
a national financial depression or national or bank emergency
when such reduction has been implemented by the Board of
Directors for the Corporation and Bank's senior management, or
(v) any failure of Corporation and Bank to provide the Executive
with benefits at least as favorable as those enjoyed by the
Executive during the Employment Period under any of the pension,
life insurance, medical, health and accident, disability or other
employee plans of Corporation and Bank, or the taking of any
action that would materially reduce any of such benefits unless
such reduction is part of a reduction applicable to all
employees. If such termination occurs for Good Reason, then
Corporation or Bank shall pay Executive an amount equal to the
greater of the remaining balance of the Agreed Compensation
otherwise due to the Executive for the remainder of the then
existing Employment Period or 2.99 times the Executive's Agreed
Compensation as defined in subsection (f) of this Section 3,
which amount shall be payable in thirty-six (36) equal monthly
installments and shall be subject to federal, state and local tax
withholdings. In addition, for a period of three (3) years from
the date of termination of employment, or until Executive secures
substantially similar benefits through other employment,
whichever shall first occur, Executive shall receive a
continuation of all life, disability, medical insurance and other
normal health and welfare benefits in effect with respect to
Executive during the two (2) years prior to his termination of
employment, or, if Corporation and Bank cannot provide such
benefits because Executive is no longer an employee, a dollar
amount equal to the cost to Executive of obtaining such benefits
(or substantially similar benefits). If permitted under the
terms of the plan, Executive
shall receive the additional retirement benefits to which he
would have been entitled had his employment continued through the
then remaining term of the Agreement. However, in the event the
payment described herein, when added to all other amounts or
benefits provided to or on behalf of the Executive in connection
with his termination of employment, would result in the
imposition of an excise tax under Code Section 4999, such
payments shall be retroactively (if necessary) reduced to the
extent necessary to avoid such excise tax imposition. Upon
written notice to Executive, together with calculations of
Corporation's independent auditors, Executive shall remit to
Corporation the amount of the reduction plus such interest as may
be necessary to avoid the imposition of such excise tax.
Notwithstanding the foregoing or any other provision of this
contract to the contrary, if any portion of the amount herein
payable to the Executive is determined to be non-deductible
pursuant to the regulations promulgated under Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), the
Corporation shall be required only to pay to Executive the amount
determined to be deductible under Section 280G.
At the option of the Executive, exercisable by the Executive
within ninety (90) days after the occurrence of the event
constituting "Good Reason," the Executive may resign from
employment under this Agreement by a notice in writing (the
"Notice of Termination") delivered to Corporation and Bank and
the provisions of this Section 3(c) hereof shall thereupon apply.
(d) Notwithstanding the provisions of Section 3(a) of this
Agreement, this Agreement shall terminate automatically upon
Executive's Disability and Executive's rights under this
Agreement shall cease as of the date of such termination;
provided, however, that Executive shall nevertheless be entitled
to receive an amount equal to and no greater than 70% of the
Executive's Agreed Compensation as defined in subsection (f) of
this Section 3, less amounts payable under any disability plan of
Corporation and Bank, until the earliest of (i) Executive's
return to employment, (ii) his attainment of age 65, (iii) his
death, or (iv) the end of the then existing Employment Period.
In addition, Executive shall receive for such period a
continuation of all life, disability, medical insurance and other
normal health and welfare benefits in effect with respect to
Executive during the two (2) years prior to his disability, or,
if Corporation and Bank cannot provide such benefits because
Executive is no longer an employee, a dollar amount equal to the
cost to Executive of obtaining such benefits (or substantially
similar benefits). For purposes of this Agreement, the Executive
shall have a Disability if, as a result of physical or mental
injury or impairment, Executive 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 posting a
direct threat to himself and others, for a period of one hundred
eighty (180) days. The Executive shall have no duty to mitigate
any payment provided for in this Section 3(d) by seeking other
employment.
(e) Executive agrees that in the event his employment under
this Agreement is terminated, Executive shall resign as a
director of Corporation and Bank, or any affiliate or subsidiary
thereof, if he is then serving as a director of any of such
entities.
(f) The term "Agreed Compensation" shall equal the sum of
(A) the Executive's highest Annual Base Salary under the
Agreement, and (B) the average of the Executive's annual bonuses
with respect to the three (3) calendar years immediately
preceding the Executive's termination.
4. Employment Period Compensation.
_______________________________
(a) Annual Base Salary. For services performed by Executive
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under this Agreement, Corporation or Bank shall pay Executive an
Annual Base Salary during the Employment Period at the rate of
$132,017.60 per year, minus applicable withholdings and
deductions, payable at the same times as salaries are payable to
other executive employees of Corporation or Bank. Corporation or
Bank may, from time to time, increase Executive's Annual Base
Salary, and any and all such increases shall be deemed to
constitute amendments to this Section 4(a) to reflect the
increased amounts, effective as of the date established for such
increases by the Board of Directors of Corporation or Bank or any
committee of such Board in the resolutions authorizing such
increases.
(b) Bonus. For services performed by Executive under this
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Agreement, Corporation or Bank may, from time to time, pay a
bonus or bonuses to Executive as Corporation or Bank, in its sole
discretion, deems appropriate. The payment of any such bonuses
shall not reduce or otherwise affect any other obligation of
Corporation or Bank to Executive provided for in this Agreement.
(c) Vacations. During the term of this Agreement, Executive
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shall be entitled to paid annual vacation in accordance with the
policies as established from time to time by the Boards of
Directors of Corporation and Bank. However, Executive shall not
be entitled to receive any additional compensation from
Corporation and Bank for failure to take a vacation, nor shall
Executive be able to accumulate unused vacation time from one
year to the next, except to the extent authorized by the Boards
of Directors of Corporation and Bank.
(d) Automobile. During the term of this Agreement,
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Corporation and Bank shall provide Executive with exclusive use
of an automobile mutually agreed upon by Corporation and Bank.
Corporation and Bank shall be responsible and shall pay for all
costs of insurance coverage, repairs, maintenance and other
operating and incidental expenses, including license, fuel and
oil. Corporation and Bank shall provide Executive with a
replacement automobile at approximately the time Executive's
automobile reaches three (3) years of age or 50,000 miles,
whichever is first, and approximately every three (3) years or
50,000 miles thereafter, upon the same terms and conditions.
(e) Employee Benefit Plans. During the term of this
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Agreement, Executive shall be entitled to participate in or
receive the benefits of any employee benefit plan currently in
effect at Corporation and Bank, subject to the terms of said
plan, until such time that the Boards of Directors of Corporation
and Bank authorize a change
in such benefits. Corporation and Bank shall not make any
changes in such plans or benefits which would adversely affect
Executive's rights or benefits thereunder, unless such change
occurs pursuant to a program applicable to all executive officers
of Corporation and Bank and does not result in a proportionately
greater adverse change in the rights of or benefits to Executive
as compared with any other executive officer of Corporation and
Bank. Nothing paid to Executive under any plan or arrangement
presently in effect or made available in the future shall be
deemed to be in lieu of the salary payable to Executive pursuant
to Section 4(a) hereof.
(f) Business Expenses. During the term of this Agreement,
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Executive shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by him, which are properly
accounted for, in accordance with the policies and procedures
established by the Boards of Directors of Corporation and Bank
for their executive officers.
5. Termination of Employment Following Change in Control.
______________________________________________________
(a) If a Change in Control (as defined in Section 5(b) of
this Agreement) shall occur or if thereafter at any time during
the term of this Agreement there shall be:
(i) any involuntary termination of Executive's
employment (other than for the reasons set forth in Section 3(b)
or 3(d) of this Agreement);
(ii) any reduction in Executive's title,
responsibilities, including reporting responsibilities, or
authority, including such title, responsibilities or authority as
such may be increased from time to time during the term of this
Agreement;
(iii) the assignment to Executive of duties inconsistent
with Executive's office on the date of the Change in Control or
as the same may be increased from time to time after the Change
in Control;
(iv) any reassignment of Executive to a location greater
than fifty (50) miles from the location of Executive's office on
the date of the Change in Control;
(v) any reduction in Executive's Annual Base Salary in
effect on the date of the Change in Control or as the same may be
increased from time to time after the Change in Control;
(vi) any failure to provide Executive with benefits at
least as favorable as those enjoyed by Executive under any of
Corporation or Bank's retirement or pension, life insurance,
medical, health and accident, disability or other employee plans
in which Executive participated at the time of the Change in
Control, or the taking of any action that would materially reduce
any of such benefits in effect at the time of the Change in
Control;
(vii) any requirement that Executive travel in
performance of his duties on behalf of Corporation or Bank for a
significantly greater period of time during any year than was
required of Executive during the year preceding the year in which
the Change in Control occurred; or
(viii) any sustained pattern of interruption or
disruption of Executive for matters substantially unrelated to
Executive's discharge of Executive's duties on behalf of
Corporation and Bank;
then, at the option of Executive, exercisable by
Executive within one hundred twenty (120) days of the Change in
Control or occurrence of any of the foregoing events, Executive
may resign from employment with Corporation and Bank (or, if
involuntarily terminated, give notice of intention to collect
benefits under this Agreement) by delivering a notice in writing
(the "Notice of Termination") to Corporation and Bank and the
provisions of Section 6 of this Agreement shall apply.
(b) As used in this Agreement, "Change in Control" shall mean
the occurrence of any of the following:
(i) (A) a merger, consolidation or division involving
Corporation or Bank, (B) a sale, exchange, transfer or other
disposition of substantially all of the assets of Corporation or
Bank, or (C) a purchase by Corporation or Bank of substantially
all of the assets of another entity, unless (y) such merger,
consolidation, division, sale, exchange, transfer, purchase or
disposition is approved in advance by seventy percent (70%) or
more of the members of the Board of Directors of Corporation or
Bank who are not interested in the transaction and (z) a majority
of the members of the Board of Directors of the legal entity
resulting from or existing after any such transaction and of the
Board of Directors of such entity's parent corporation, if any,
are former members of the Board of Directors of Corporation or
Bank; or
(ii) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act")), other than Corporation or Bank or any "person"
who on the date hereof is a director or officer of Corporation or
Bank is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of Corporation or Bank representing twenty-five
(25%) percent or more of the combined voting power of Corporation
or Bank's then outstanding securities, or
(iii) during any period of two (2) consecutive years
during the term of Executive's employment under this Agreement,
individuals who at the beginning of such period constitute the
Board of Directors of Corporation or Bank cease for any reason to
constitute at least a majority thereof, unless the election of
each director who was not a director at the beginning of such
period has been approved in advance by directors representing at
least two-thirds of the directors then in office who were
directors at the beginning of the period; or
(iv) any other change in control of Corporation and Bank
similar in effect to any of the foregoing.
6. Rights in Event of Termination of Employment Following
______________________________________________________
Change in Control.
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(a) In the event that Executive delivers a Notice of
Termination (as defined in Section 5(a) of this Agreement) to
Corporation and Bank, Executive shall be entitled to receive the
compensation and benefits set forth below:
If, at the time of termination of Executive's
employment, a "Change in Control" (as defined in Section 5(b) of
this Agreement) has also occurred, Corporation and Bank shall pay
Executive a lump sum amount equal to and no greater than 2.99
times the Executive's Agreed Compensation as defined in
subsection (f) of Section 3, minus applicable taxes and
withholdings. In addition, for a period of three (3) years from
the date of termination of employment, or until Executive secures
substantially similar benefits through other employment,
whichever shall first occur, Executive shall receive a
continuation of all life, disability, medical insurance and other
normal health and welfare benefits in effect with respect to
Executive during the two (2) years prior to his termination of
employment, or, if Corporation and Bank cannot provide such
benefits because Executive is no longer an employee, a dollar
amount equal to the cost to Executive of obtaining such benefits
(or substantially similar benefits). If permitted under the
terms of the plan, Executive shall receive additional retirement
benefits to which he would have been entitled had his employment
continued through the then remaining term of the Agreement.
However, in the event the payment described herein, when added to
all other amounts or benefits provided to or on behalf of the
Executive in connection with his termination of employment, would
result in the imposition of an excise tax under Code Section
4999, such payments shall be retroactively (if necessary)
reduced to the extent necessary to avoid such excise tax
imposition. Upon written notice to Executive, together with
calculations of Corporation's independent auditors, Executive
shall remit to Corporation the amount of the reduction plus such
interest as may be necessary to avoid the imposition of such
excise tax. Notwithstanding the foregoing or any other provision
of this contract to the contrary, if any portion of the amount
herein payable to the Executive is determined to be non-
deductible pursuant to the regulations promulgated under Section
280G of the Internal Revenue Code of 1986, as amended (the
"Code"), the Corporation shall be required only to pay to
Executive the amount determined to be deductible under Section
280G.
(b) Executive shall not be required to mitigate the amount
of any payment provided for in this Section 6 by seeking other
employment or otherwise. Unless otherwise agreed to in writing,
the amount of payment or the benefit provided for in this Section
6 shall not be reduced by any compensation earned by Executive as
the result of employment by another employer or by reason of
Executive's receipt of or right to receive any retirement or
other benefits after the date of termination of employment or
otherwise.
7. Rights in Event of Termination of Employment Absent Change
__________________________________________________________
in Control.
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(a) In the event that Executive's employment is
involuntarily terminated by Corporation and/or Bank without
Cause and no Change in Control shall have occurred at the date of
such termination, Corporation and Bank shall pay Executive an
amount equal to and no greater than 2.99 times the Executive's
Agreed Compensation as defined in subsection (f) of Section 3,
and shall be payable in thirty-six (36) equal monthly
installments and shall be subject to federal, state and local tax
withholdings. In addition, for a period of three (3) years from
the date of termination of employment, or until Executive secures
substantially similar benefits through other employment,
whichever shall first occur, Executive shall receive a
continuation of all life, disability, medical insurance and other
normal health and welfare benefits in effect with respect to
Executive during the two (2) years prior to his termination of
employment, or, if Corporation and Bank cannot provide such
benefits because Executive is no longer an employee, a dollar
amount equal to the cost to Executive of obtaining such benefits
(or substantially similar benefits). In addition, if permitted
pursuant to the terms of the plan, Executive shall receive
additional retirement benefits to which he would have been
entitled had his employment continued through the then remaining
term of the Agreement. However, in the event the payment
described herein, when added to all other amounts or benefits
provided to or on behalf of the Executive in connection with his
termination of employment, would result in the imposition of an
excise tax under Code Section 4999, such payments shall be
retroactively (if necessary) reduced to the extent necessary to
avoid such excise tax imposition. Upon written notice to
Executive, together with calculations of Corporation's
independent auditors, Executive shall remit to Corporation the
amount of the reduction plus such interest as may be necessary to
avoid the imposition of such excise tax. Notwithstanding the
foregoing or any other provision of this contract to the
contrary, if any portion of the amount herein payable to the
Executive is determined to be non-deductible pursuant to the
regulations promulgated under Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), the Corporation
shall be required only to pay to Executive the amount determined
to be deductible under Section 280G.
(b) Executive shall not be required to mitigate the amount
of any payment provided for in this Section 7 by seeking other
employment or otherwise. Unless otherwise agreed to in writing,
the amount of payment or the benefit provided for in this Section
7 shall not be reduced by any compensation earned by Executive as
the result of employment by another employer or by reason of
Executive's receipt of or right to receive any retirement or
other benefits after the date of termination of employment or
otherwise.
8. Covenant Not to Compete.
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(a) Executive hereby acknowledges and recognizes the highly
competitive nature of the business of Corporation and Bank and
accordingly agrees that, during and for the applicable period set
forth in Section 8(c) hereof, Executive shall not, except as
otherwise permitted in writing by the Corporation and the Bank:
(i) 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 5% of the stock of a publicly owned company) or otherwise of
any person, firm, corporation or enterprise engaged in (1) the
banking (including bank holding company) or financial services
industry, or (2) any other activity in which Corporation or Bank
or any of their subsidiaries are engaged during the Employment
Period, and remain so engaged at the end of the Employment
Period, in any area in which, at any time during the Employment
Period or at the date of termination of the Executive's
employment, is within twenty (20) miles of any branch location,
office or other facility of Corporation or Bank or any of their
subsidiaries, unless Executive exclusively performs all such
activity outside of said twenty (20) mile area (the "Non-
Competition Area"); or
(ii) provide financial or other assistance to any person,
firm, corporation, or enterprise engaged in (1) the banking
(including bank holding company) or financial services industry,
or (2) any other activity in which Corporation or Bank or any of
their subsidiaries are engaged during the Employment Period, in
the Non-Competition Area; or
(iii) if employed in a capacity provided in (i) and (ii),
solicit current customers, during the term of this Agreement, of
Corporation, Bank or any Corporation subsidiary in the Non-
Competition Area; or
(iv) solicit employees of Corporation, Bank or any
Corporation subsidiary who are employed during the term of this
Agreement.
(b) It is expressly understood and agreed that, although
Executive and Corporation and Bank consider the restrictions
contained in Section 8(a) hereof reasonable for the purpose of
preserving for Corporation and Bank and their subsidiaries 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
8(a) hereof is an unreasonable or otherwise unenforceable
restriction against Executive, the provisions of Section 8(a)
hereof 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) The provisions of this Section 8 shall be applicable
commencing on the date of this Agreement and ending on one of the
following dates, as applicable:
(i) if Executive's employment terminates in accordance with
the provisions of Section 3 (other than Section 3(b) relating to
termination for Cause), the effective date of termination of
employment; or
(ii) if Executive's employment terminates in accordance with
the provisions of Section 3(b) of this Agreement (relating to
termination for Cause), the second anniversary date of the
effective date of termination of employment; or
(iii) if the Executive voluntarily terminates his employment
in accordance with the provisions of Section 5 hereof, the second
anniversary date of the effective date of termination of
employment; or
(iv) if the Executive's employment is involuntarily
terminated in accordance with the provisions of Section 7 hereof,
the second anniversary date of the effective date of termination
of employment.
9. Unauthorized Disclosure. During the term of his employment
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hereunder, or at any later time, the Executive shall not, without
the written consent of the Boards of Directors of Corporation and
Bank or a person authorized thereby, knowingly disclose to any
person, other than an employee of Corporation or Bank or a
person to whom disclosure is reasonably necessary or appropriate
in connection with the performance by the Executive of his duties
as an executive of Corporation and Bank, any material
confidential information obtained by him while in the employ of
Corporation and Bank with respect to any of Corporation and
Bank's services, products, improvements, formulas, designs or
styles, processes, customers, methods of business or any business
practices the disclosure of which could be or will be damaging to
Corporation or Bank; 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 Executive or any person with the assistance, consent or
direction of the Executive) or any information of a type not
otherwise considered confidential by persons engaged in the same
business of a business similar to that conducted by Corporation
and Bank or any information that must be disclosed as required by
law.
10. Liability Insurance. Corporation and Bank shall use their
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best efforts to obtain insurance coverage for the Executive under
an insurance policy covering officers and directors of
Corporation and Bank against lawsuits, arbitrations or other
legal or regulatory proceedings; however, nothing herein shall be
construed to require Corporation and/or Bank to obtain such
insurance, if the Board of Directors of the Corporation and/or
Bank determine that such coverage cannot be obtained at a
reasonable price.
11. Notices. Except as otherwise provided in this Agreement,
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any notice required or permitted to be given under this Agreement
shall be deemed properly given if in writing and if mailed by
registered or certified mail, postage prepaid with return receipt
requested, to Executive's residence, in the case of notices to
Executive, and to the principal executive offices of Corporation
and Bank, in the case of notices to Corporation and Bank.
12. Waiver. No provision of this Agreement may be modified,
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waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by Executive and an
executive officer specifically designated by the Boards of
Directors of Corporation and Bank. No waiver by either party
hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.
13. Assignment. This Agreement shall not be assignable by any
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party, except by Corporation and Bank to any successor in
interest to their respective businesses.
14. Entire Agreement. This Agreement supersedes any and all
________________
agreements, either oral or in writing, between the parties with
respect to the employment of the Executive by the Bank and/or
Corporation and this Agreement contains all the covenants and
agreements between the parties with respect to employment. This
Agreement specifically releases all parties of any rights and
obligations under the Executive Employment Agreement of Xxxx X.
Xxxxxx dated January 27, 1994, between Union National Financial
Corporation and Xxxx X. Xxxxxx and said agreement is hereafter
null and void.
15. Successors; Binding Agreement.
_____________________________
(a) Corporation and Bank will require any successor (whether
direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all of the businesses and/or
assets of Corporation and Bank to expressly assume and agree to
perform this Agreement in the same manner and to the same extent
that Corporation and Bank would be required to perform it if no
such succession had taken place. Failure by Corporation and Bank
to obtain such assumption and agreement prior to the
effectiveness of any such succession shall constitute a breach of
this Agreement and the provisions of Section 3 of this Agreement
shall apply. As used in this Agreement, "Corporation" and "Bank"
shall mean Corporation and Bank, as defined previously and any
successor to their respective businesses and/or assets as
aforesaid which assumes and agrees to perform this Agreement by
operation of law or otherwise.
(b) This Agreement shall inure to the benefit of and be
enforceable by Executive's personal or legal representatives,
executors, administrators, heirs, distributees, devisees and
legatees. If Executive should die after a Notice of Termination
is delivered by Executive, or following termination of
Executive's employment without Cause, and any amounts would be
payable to Executive under this Agreement if Executive had
continued to live, all such amounts shall be paid in accordance
with the terms of this Agreement to Executive's devisee, legatee,
or other designee, or, if there is no such designee, to
Executive's estate.
16. Arbitration. Corporation, Bank and Executive 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,
each party agrees that all disputes, disagreements and questions
of interpretation concerning this Agreement are to be submitted
for resolution, in Philadelphia, Pennsylvania, to the American
Arbitration Association (the "Association") in accordance with
the Association's National Rules for the Resolution of Employment
Disputes or other applicable rules then in effect ("Rules").
Corporation, Bank or Executive may initiate an arbitration
proceeding at any time by giving notice to the other in
accordance with the Rules. Corporation and Bank and Executive
may, as a matter of right, mutually agree on the appointment of a
particular arbitrator from the Association's pool. The
arbitrator shall not be bound by the rules of evidence and
procedure of the courts of the
Commonwealth of Pennsylvania but shall be bound by the
substantive law applicable to 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, Corporation, Bank and Executive 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.
17. Validity. The invalidity or unenforceability of any
_________
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
18. Applicable Law. This Agreement shall be governed by and
_______________
construed in accordance with the domestic, internal laws of the
Commonwealth of Pennsylvania, without regard to its conflicts of
laws principles.
19. Headings. The section headings of this Agreement are for
________
convenience only and shall not control or affect the meaning or
construction or limit the scope or intent of any of the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
ATTEST: UNION NATIONAL FINANCIAL
CORPORATION
/s/ Xxxx X. Xxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxx
_____________________________ ____________________________
"Corporation"
UNION NATIONAL COMMUNITY BANK
/s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxxx X. Xxxxxxxxx
_____________________________ ____________________________
"Bank"
WITNESS:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
______________________________ ____________________________
Xxxx X. Xxxxxx
"Executive"
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