Exhibit 10.3
EMPLOYMENT CONTRACT
THIS AGREEMENT, entered into as of the 1st day of August,
1995, by and between GREATER POTTSVILLE FEDERAL SAVINGS AND LOAN
ASSOCIATION (the "Association"), a federally-chartered savings
and loan association, and XXXXXX X. XXXXXXX (the "Executive").
BACKGROUND:
A. The Association desires to retain the services of
Executive on the terms and conditions set forth herein and, for
purpose of effecting the same, the Board of Directors of the
Association has approved this Employment Agreement and authorized
its execution and delivery on the Association's behalf to the
Executive.
B. The services of the Executive, her experience in and
knowledge of the thrift industry, and her reputation and contacts
in the industry are extremely valuable to the Association.
C. The Association wishes to attract and retain such well-
qualified executives and it is in the best interests of the
Association and of the Executive to secure the services of the
Executive notwithstanding any change in control of the
Association.
D. The Association considers the establishment and
maintenance of a sound and vital management to be part of its
overall corporate strategy and to be essential to protecting and
enhancing the best interests of the Association and its
stockholders.
NOW, THEREFORE, to assure the Association of the Executive's
dedication, the availability of her advice and counsel to the
Board of Directors of the Association and the availability of her
management skills to the Association, and to induce the Executive
to accept employment with the Association and for other good and
valuable consideration, the receipt and adequacy whereof each
party hereby acknowledges, the Association and the Executive
hereby agree as follows:
ARTICLE I
1. EMPLOYMENT: The Association agrees to, and does
hereby, employ Executive as Executive Vice President and Chief
Executive Officer of the Association, and Executive agrees to,
and does hereby, accept such employment, for the period set forth
in Section 2.
2. TERM: This Agreement shall be for a three (3) year
period commencing on August 1, 1995 and ending on July 31, 1998;
provided, however, that this Agreement shall be automatically
renewed on August 1, 1996 for the three (3) year period
commencing August 1, 1996 and ending July 31, 1999 unless either
party shall give written notice of nonrenewal to the other party
on or before May 31, 1996 in which case this Agreement shall
continue in effect through July 31, 1998; and further provided
that if this Agreement is renewed on August 1, 1996 it shall be
automatically renewed on August 1 of each subsequent year (the
"Annual Renewal Date") for a period ending three (3) years from
each Annual Renewal Date unless either party shall give written
notice of nonrenewal to the other party at least sixty (60) days
prior to an Annual Renewal Date, in which case this Agreement
shall continue in effect for a term ending two (2) years from the
Annual Renewal Date immediately following such notice.
3. EXECUTIVE DUTIES AND OBLIGATIONS: (a) Executive
agrees that, during the term of her employment under this
Agreement and in her capacity as Executive Vice President and
Chief Executive Officer, she will devote her full business time
and energy to the business, affairs and interests of the
Association and serve it diligently and to the best of her
ability. The services and duties to be performed by the
Executive during her active service employment shall be those
appropriate to the Executive Vice President and Chief Executive
Officer of the Association as currently in effect as of the date
of this Agreement.
(b) Executive agrees that during the term of her employment
hereunder, except with the express consent of the Board of
Directors of the Association, she will not, directly or
indirectly, engage or participate in, become a director of or
render advisory or other services for any firm, corporation,
business entity or business enterprise directly competitive with
or to any business of the Association; provided, however, that
Executive shall not thereby be precluded or prohibited from
owning passive investments so long as such ownership does not
require her to devote substantial time to the management or
control of the business or activities in which she has invested.
Notwithstanding anything to the contrary contained in the
Agreement, during the term of this Agreement Executive shall have
no employment contract or other written or oral agreement with
any entity or person other than Association concerning employment
as an officer. Nothing contained in this Agreement shall in any
way restrict the right of Executive to serve as a director,
officer, trustee or in any similar capacity with respect to any
charitable or non-profit organization, any fraternal organization
or any church or religious organization, or as a trustee or
fiduciary with respect to any trust, will or estate.
(c) Executive agrees and acknowledges that by virtue of her
employment hereunder she will maintain an intimate knowledge of
the activities and affairs of the Association including trade
secrets, customer lists, stockholders lists, and other
confidential matters. As a result, and also because of the
special, unique, and extraordinary services that Executive is
capable of performing for the Association or one of its
competitors, Executive recognizes that the services to be
rendered by her hereunder are of a character giving them
a peculiar value, the loss of which cannot be adequately or
reasonably compensated for by damages. Executive therefore
agrees that if she fails to render to the Association the
services required hereunder, or if during the term of employment
Executive renders services to a competitor of the Association
other than as authorized herein, the Association shall be
entitled to immediate injunctive or other equitable relief to
restrain Executive from failing to render her services hereunder,
or from rendering her services to others, in addition to any
other remedies to which the Association may be entitled under
law.
(d) Executive shall not directly or indirectly disclose or
use at any time, either during or subsequent to her employment
hereunder, any secret or confidential information, knowledge, or
data of Association whether or not obtained, acquired or
developed by Executive unless she shall first secure the written
consent of the Association. Upon termination of her employment,
Executive shall turn over to the Association all notes,
memoranda, notebooks, drawings or other documents made by,
compiled by, or delivered to her concerning any customers,
accounts, loans, systems, or any other matter, used, developed or
investigated by the Association during the period of her
employment; it being agreed that the same and all information
contained therein are at all times property of the Association.
Executive, at any time during or after the termination of the
Executive's employment, never shall have or claim any right,
title, or interest in any trademark, trade name or character
names belonging to or used by the Association, and never shall
have or claim any right, title, or interest in any material or
matter of any sort prepared for or used in connection with
advertising, broadcasting, or promotion of the business of the
Association, whether produced, prepared, published or broadcasted
in whole or in part by the Association, it being the intention of
this Agreement that the Executive shall, and hereby does,
recognize that the Association now has and shall hereafter have
and retain the exclusive rights in any and all such trademarks,
trade names, character names, material and matter referred to
herein.
4. COMPENSATION: The Association agrees to pay Executive,
and Executive agrees to accept, as compensation for all services
rendered by her to the Association, compensation at the annual
rate of Fifty-Two Thousand Five Hundred Dollars ($52,500) which
shall be payable in conformity with Association's policy relating
to salaried employees. Such salary shall be increased in the
sole and absolute discretion of the Association's Board of
Directors or Committees thereof duly authorized by the Board to
so act.
5. PARTICIPATION IN BENEFIT PLANS, REIMBURSEMENT OF
BUSINESS EXPENSES AND MOVING EXPENSES: (a) During the term of
employment under this Agreement, Executive shall be entitled to
participate in any pension, group insurance, hospitalization,
deferred compensation or other benefit or incentive
plans of the Association presently in effect or hereafter adopted
by the Association and generally available to all employees of
senior executive status, and, additionally, Executive shall be
entitled to have the use of the Association's facilities and
executive benefits as are customarily made available by the
Association to its executive officers.
(b) During the term of this Agreement, to the extent that
such expenditures meet the requirements of the Internal Revenue
Code of 1986, as amended, for deductibility by the Association
for federal income tax purposes and are substantiated by the
Executive as required by the Internal Revenue Service and
policies of the Association, the Association shall reimburse the
Executive promptly for all expenditures, transportation expenses,
travel, entertainment, parking, business meetings, and the
monthly costs, including dues, of maintaining memberships at
appropriate clubs, made in accordance with rules and policies
established from time to time by the Board of Directors of the
Association in pursuance and furtherance of the Association's
business and goodwill.
(c) During the term of this Agreement, Executive shall be
entitled to annual vacation leave no less favorable than that
received by any other employee of the Association.
6. ILLNESS: In the event Executive is unable to perform
her duties under this Agreement on a full-time basis for a period
of three (3) consecutive months by reason of illness or other
physical or mental disability, and at or before the end of such
period she does not return to work on a full-time basis, the
Association may terminate this Agreement without further or
additional compensation payment being due the Executive from the
Association pursuant to this Agreement, except (i) in the case of
the termination of this Agreement by the Association under this
Section 6 after a Notice of Termination (as defined in Section
9(a)) is delivered by the Executive, the Executive shall
nevertheless be absolutely entitled to receive, in addition to
benefits payable in accordance with the Association's insurance
programs then in effect, all of the compensation and benefits
provided for in, and for the term set forth in, Section 10; and
(ii) benefits accrued through the date of such termination under
employee benefit plans of the Association. The benefits
described in clause (ii) shall be for and shall include the
greater of (a) the long-term disability, other insurance and
other benefits in effect for the employees of the Association as
of the date of this Agreement or (b) the long-term disability,
other insurance and other benefits then regularly provided by the
Association to disabled employees, as well as any other insurance
benefits so provided.
7. DEATH: In the event of the Executive's death during
the term of this Agreement, her estate, legal representatives or
named beneficiaries (as directed by Executive in writing) shall
receive compensation in accordance with the Association's
established Life Insurance Program, which currently is
equal to an amount of three (3) times the annual salary with a
maximum benefit of Six Hundred Thousand Dollars ($600,000);
provided, however, that if the Executive dies after a Notice of
Termination (as defined in Section 9(a)) has been delivered by
the Executive, and any amounts would be payable to the Executive
under this Agreement if she had continued to live, all amounts
shall be paid in accordance with the terms of this Agreement to
the Executive's devisee, legatee, or other designee, or if there
is no such designee, to the Executive's estate.
8. TERMINATION BY ASSOCIATION FOR CAUSE: Notwithstanding
the provisions of Section 2 of this Agreement, the Board of
Directors of the Association may, in its sole discretion,
terminate the Executive's employment for Cause. For the purposes
of this Agreement, (a) prior to a Change in Control (as defined
in Section 9(b) of this Agreement), the Association shall have
"Cause" to terminate the Executive's employment hereunder because
of the Executive's personal dishonesty, incompetency, willful
misconduct, breach of fiduciary duty involving personal profit,
willful failure to perform stated duties, willful violation of
any law, rule, regulation (other than traffic violations or
similar offenses) or a final cease and desist order issued by the
Office of Thrift Supervision ("OTS") or material breach of any
provision of this Agreement, and (b) following a Change in
Control, as defined in Section 9(b) of this Agreement, and
subject to any applicable regulations of the Office of Thrift
Supervision or any other regulatory body having jurisdiction, the
Association shall have "Cause" to terminate the Executive's
employment hereunder only because of (i) the Executive's
conviction for commission of, or plea of guilty or nolo
contendere to, a felony or the actual incarceration of the
Executive for a period of forty-five (45) consecutive days, or
(ii) the issuance by any federal banking authority of an order
directing that the Executive's employment with the Association be
terminated or that the Executive be relieved of the duties being
performed by the Executive for the Association. For the purposes
of the paragraph, no act, or failure to act, on the Executive's
part shall be considered "willful" unless done, or omitted to be
done, by her not in good faith and without reasonable belief that
her action or omission was in the best interest of the
Association; provided that any act or omission on the Executive's
behalf in reliance upon an opinion of counsel to the Association
or counsel to the Executive shall not be deemed to be willful.
In addition, no action or omission by the Executive which was
believed to be in the best interest of the Association, and no
error in judgment, shall be considered "cause" or "incompetency"
for purposes of this paragraph. Notwithstanding the foregoing,
the Executive shall not be deemed to have been terminated for
Cause unless and until there shall have been delivered to her a
copy of a certification by a two-thirds majority of the members
of the Board of Directors of the Association finding that, in the
good faith opinion of such two-thirds majority, the Executive was
guilty of conduct which is deemed to be of Cause within the
meaning of the first sentence of this paragraph and specifying
the particulars thereof in detail, after reasonable
notice to the Executive and an opportunity for her, together with
her counsel, to be heard before such two-thirds majority.
9. TERMINATION FOLLOWING CHANGE IN CONTROL.
(a) If a Change in Control (as defined in Section 9(b)
of this Agreement) shall occur and if thereafter, at any time
during the term of this Agreement, there shall be:
(i) any involuntary termination of the Executive
(other than as set forth in Sections 6, 7 or 8 of this
Agreement);
(ii) any reduction in the Executive's title,
responsibilities (including reporting responsibilities), or
authority, including such title, responsibilities or authority as
may be increased from time to time during the term of this
Agreement;
(iii) the assignment to the Executive of duties
inconsistent with the Executive's office on the date of a Change
in Control or as the same may be increased from time to time
after a Change in Control;
(iv) any reassignment of the Executive to a
location greater than fifteen (15) miles from 00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx;
(v) any reduction in the Executive's annual base
salary in effect on the date of a Change in Control or as the
same may be increased from time to time after a Change in
Control;
(vi) any failure to continue the Executive's
participation, on substantially similar terms, in any incentive
compensation or bonus plans of the Association in which the
Executive participated at the time of the Change in Control or
any change or amendment to any of the substantive provisions of
any of such plans which would materially decrease the potential
benefits to the Executive under any of such plans;
(vii) any failure to provide the Executive with
benefits at least as favorable as those enjoyed by the Executive
under any of the Association's pension, life insurance, medical,
health and accident, disability or other employee plans in which
the 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,
unless such reduction relates to a reduction in benefits
applicable to all employees generally;
(viii) any requirement that the Executive travel
in performance of her duties on behalf of the Association for a
significantly greater period of time during any year than was
required of the Executive during the year preceding the
year in which the Change in Control occurred;
(ix) any sustained pattern of interruption or
disruption of the Executive for matters substantially unrelated
to the Executive's discharge of her duties on behalf of the
Association; or
(x) any breach of this Agreement of any nature
whatsoever on the part of the Association;
Then, at the option of the Executive, exercisable by the
Executive within ninety (90) days of the occurrence of each and
every of the foregoing events, the Executive may resign from
employment with the Association (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 the Association and the provisions of Section 10
of this Agreement shall apply.
(b) As used in this Agreement, "Change in Control"
shall mean the occurrence of any of the following:
(i) any "person" or "group" (as those terms are
defined or used in Section 13(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), as enacted and in force on the date
hereof) is or becomes the "beneficial owner" (as that term is
defined in Rule 13d-3 under the Exchange Act, as enacted and in
force on the date hereof) of securities of the Association
representing 24.99% or more of the combined voting power of the
Association's securities then outstanding;
(ii) there occurs a merger, consolidation, or
other reorganization involving the Association and another entity
or a sale, exchange, transfer, or other disposition of
substantially all of the stock or assets of the Association to
another entity or other person, or a purchase by the Association
of substantially all of the stock or assets of another entity,
unless (A) such merger, consolidation, reorganization, sale,
exchange, transfer, disposition or purchase is approved in
advance by eighty percent (80%) or more of the members of the
Association's Board of Directors who are not interested in the
transaction, and (B) stockholders who held at least a majority of
the voting power of the Association's securities outstanding
immediately prior to consummation of any such transaction hold at
least a majority of the voting power of the outstanding
securities of the legal entity resulting from or existing after
any such transaction, and (C) a majority of the members of the
Board of Directors of the legal entity resulting from or existing
after any such transaction are former members of the Board of
Directors of the Association;
(iii) there occurs a contested proxy
solicitation of the Association's stockholders which results in
the contesting party obtaining the ability to elect twenty-five
percent (25%) or more of the members of the Board of
Directors standing for election at any meeting of the
Association's stockholders;
(iv) at any meeting of the Association's
stockholders at which directors are elected, less than fifty-one
percent (51%) of the directors elected at such meeting were
nominated by the members of the Board of Directors in office at
the time of such meeting; or
(v) there occurs a change in control of the
Association of a nature that would be required to be reported in
response to Item 5(e) of Schedule 14A of Regulation 14A under
the Exchange Act, as enacted and in force on the date hereof,
whether or not the Association is then subject to such reporting
requirement.
10. RIGHTS IN EVENT OF TERMINATION FOLLOWING CHANGE IN
CONTROL. (a) In the event that the Executive delivers a Notice
of Termination to the Association, the Executive shall be
absolutely entitled to receive the compensation and benefits set
forth below for a period of three (3) years from the date of the
Notice of Termination, as follows:
(i) the Executive shall continue to receive
payments of annual base salary at the highest amount in effect
during the three (3) calendar years preceding the year in which
the Notice of Termination is delivered, payable in the same
manner as salaries paid to other executive employees of the
Association.
(ii) the Executive shall receive, no later than
the fifth (5th) calendar day of each month, an amount equal to
one-twelfth (1/12) of the highest annual incentive bonus received
by the Executive from the Association since the beginning of her
employment, or if the Association has in effect an annual
executive incentive plan, an amount equal to one-twelfth (1/12)
of the annual dollar amount the Executive would have received
under the incentive plan, based on the Executive's highest annual
base salary in effect during, and based on the highest percentage
award of annual base salary received by the Executive under such
Plan during, the three (3) calendar years preceding the year in
which the Notice of Termination is delivered;
(iii) the Executive shall receive, no later than
the fifth (5th) calendar day of each month, an amount equal to
one-twelfth (1/12) of the amount of the highest contribution made
by the Association on behalf of the Executive to each employee
benefit plan in effect (other than the plans referred to in
paragraph 10(a)(iv) below) during the three (3) calendar years
preceding the year in which the Notice of Termination is
delivered;
(iv) the Executive shall be entitled to continue
to participate in the employee retirement plan of the
Association, or any supplemental executive retirement plan or
other plan in effect during the term of this Agreement designed
to supplement payments made under such employee retirement plan,
as if the Executive's employment had not terminated; and
(v) the Association shall provide the Executive
with life, disability, and medical insurance benefits at levels
equivalent to the highest levels in effect for the Executive
during the three (3) calendar years preceding the year in which
the Notice of Termination is delivered.
(b) In the event that the Executive is ineligible to
continue participation in the employee retirement plan of the
Association, or any supplemental executive retirement plan or
other plan in effect during the term of this Agreement designed
to supplement payments made under the employee retirement plan,
or in any of the life, disability, or medical insurance plans or
programs providing the benefits described in Section 10 (a)(v) of
this Agreement, the Association shall, in lieu of such
participation, pay the Executive a dollar amount equal to the
dollar amount of the benefits forfeited by the Executive as a
result of such ineligibility in the case of the retirement plan
or other plan, or a dollar amount equal to the cost to the
Executive to obtain such benefits in the case of any life,
disability, or medical insurance plans or programs.
(c) The Association shall pay to the Executive all
legal fees and expenses incurred by the Executive as a result of
the Executive's delivery of a Notice of Termination (including
all such fees and expenses, if any, incurred in contesting or
disputing any termination of employment or in seeking to obtain
or enforce any right or benefit provided by this Agreement).
(d) The Executive shall not be required to mitigate
the amount of any payment provided for in this Section 10 by
seeking other employment or otherwise, nor shall the amount of
any payment or benefit provided for in this Section 10 be reduced
by any compensation earned by the Executive as a result of
employment by another employer or by reason of the Executive's
receipt of or right to receive any retirement or other benefits
after the date of termination of employment or otherwise;
provided, however, that the payments provided for in this Section
10 shall be reduced by the amount actually received by the
Executive under any severance policy of the Association then in
effect.
(e) Upon written request of the Executive, the
Association's obligation to make payments under this Section 10
shall be secured in total (i) by a stand-by letter of credit
obtained by the Association from a recognized financial
institution the long-term obligations of which are rated, on the
date of such request, investment grade or better by Standard &
Poor's Corporation or Xxxxx'x Investors Service, Inc. or (ii) by
such other reasonable security as the Executive shall approve.
(f) The Executive's right to receive payments under
this Agreement shall not decrease the amount of , or otherwise
adversely affect, any benefits payable to the Executive under any
plan, agreement, or arrangement relating to employee benefits
provided by the Association.
(g) It is the intention of the parties that the
severance payments under Section 10(a) of this Agreement shall
not constitute "excess parachute payments" within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended,
and any regulations thereunder. If the independent accountants
acting as auditors for the Association immediately prior to a
Change in Control determine that the severance payments under
this Agreement constitute "excess parachute payments," the
payments may be reduced to the maximum amount which may be paid
without the payments being "excess parachute payments." The
determination shall take into account (i) whether the payments
are "parachute payments" under Section 280G and, if so, (ii)
the amount of payments under this Agreement that constitutes
reasonable compensation under Section 280G. Nothing contained
in this Agreement shall prevent the Association after a Change in
Control from agreeing to pay the Executive compensation or
benefits in excess of those provided in this Agreement.
11. RESIGNATION: In the event that Executive resigns from
or otherwise voluntarily terminates her employment with the
Association at any time, except in the case of a termination of
employment in which a Notice of Termination is delivered by the
Executive, or if the Association terminates the Executive's
employment for Cause in accordance with Section 8 of this
Agreement, this Agreement shall terminate upon the date of such
resignation or other termination of employment and thereupon the
Association shall have no obligation to make any further payments
under this Agreement, provided that the Executive shall be
entitled to receive any vested benefits, insured or otherwise,
that she would otherwise be eligible to receive under any benefit
plans of the Association.
ARTICLE II
12. NOTICES: 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
delivered or mailed by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
Xxxxxx X. Xxxxxxx
000 Xxxxx 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
If to the Association:
Board of Directors
Greater Pottsville Federal Savings
and Loan Association
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
or at 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.
13. MODIFICATION-WAIVERS-APPLICABLE LAW: No provisions of
this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing, signed
by the Executive and on behalf of the Association by such officer
as may be specifically designated by the Board of Directors of
the Association. No waiver by either party hereto at any time of
any breach by the other party hereto of, or in 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. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth
expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed
by the laws of the Commonwealth of Pennsylvania.
14. INVALIDITY-ENFORCEABILITY: The invalidity or
unenforceability of any provisions 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. Any
provision in this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or
unenforceability without invalidating or affecting the remaining
provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.
15. SUCCESSOR RIGHTS: This Agreement shall insure to the
benefit of and be enforceable by the Executive's personal or
legal representatives, devisees and legatees. If Executive
should die while any amounts would still be payable to her under
this Agreement, all such amounts, unless otherwise provided
herein shall be paid in accordance with the terms of this
Agreement to her devisee, legatee or other designee or, if there
is no such designee, to her estate.
16. HEADINGS: Descriptive headings contained in this
Agreement are for convenience only and shall not control or
affect the meaning or construction of any provision hereof.
17. ARBITRATION: Any dispute, controversy or claim arising
under or in connection with this Agreement shall be settled
exclusively by arbitration, conducted before a panel of three
arbitrators, in Pottsville, Pennsylvania in accordance
with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any
court having jurisdiction.
ARTICLE III
18. REGULATORY AND OTHER PROCEEDINGS: The provisions of
this paragraph 18 shall control as to continuing rights and
obligations under this Agreement, notwithstanding any other
provision of this Agreement, for as long as they are required to
be included in employment contracts between an institution
insured by the FDIC and its officers and as long as the
Association is such an insured institution.
(a) If the Executive is suspended and/or temporarily
prohibited from participating in the conduct of the Association'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)), the Association'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
Association may in its discretion pay the Executive all of the
compensation withheld while its obligations hereunder were
suspended and reinstate its obligations which were suspended.
(b) If the Executive is removed and/or permanently
prohibited from participating in the conduct of the Association'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)), all obligations of the Association under this Agreement
shall terminate as of the effective date of the order, provided
that vested rights of the contracting parties shall not be
affected.
(c) If the Association becomes 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, provided that this paragraph 16 (iii) shall not
affect any vested rights of the contracting parties.
(d) All obligations under this Agreement shall be
terminated, except to the extent determined that continuation
thereof is necessary for the continued operation of the
Association, by the Director of the Office of Thrift Supervision
("OTS") or his or her designee, at the time the Director of the
OTS or the Resolution Trust Corporation enters into an agreement
to provide assistance to or on behalf of the Association under
the authority contained in Section 13 (c) of the Federal Deposit
Insurance Act, or by the Director of the OTS or his or her
designee at the time the Director of the OTS or his or her
designee, approves a supervisory merger to resolve problems
related to operation of the Association or when the Association
is determined by the Director of the OTS to be in an unsafe or
unsound condition, provided that any rights of the
parties that have already vested shall not be affected by such
action.
(e) The Association's Board of Directors may terminate
the Executive's employment at any time, provided that any
termination by the Association's Board of Directors, other than
termination for Cause, shall not prejudice the Executive's right
to compensation under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first above written.
WITNESS:
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
ATTEST: GREATER POTTSVILLE FEDERAL
SAVINGS AND LOAN ASSOCIATION
/s/ Xxxx Xxxxxx BY /s/ Xxxxxx X. Xxxx, Xx.
Xxxxxx X. Xxxx, Xx.
President
