EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the ___ day of ___________, 1998, between THE
CITIZENS NATIONAL BANK OF LANSFORD (the "Bank"), and XXXXXXX X. XXXXXXXXX, an
adult individual (the "Executive"), sometimes referred to collectively as (the
"Parties.")
WHEREAS, the Bank desires to employ the Executive as a Vice President under
the terms and conditions set forth herein; and
WHEREAS, the Executive desires to serve the Bank in an executive capacity
under the terms and conditions set forth in this Executive Employment Agreement
(the "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. TERMS OF EMPLOYMENT. The Bank hereby shall employ the Executive and the
Executive hereby accepts employment with the Bank for a term of one (1) year
beginning on the Effective Date as set forth in Section 1.1 of the Agreement and
Plan of Reorganization by and among Harleysville National Corporation, HNC
North, Inc., The Citizens National Bank of Lansford, Northern Lehigh Bancorp,
Inc. and The Citizens National Bank of Slatington (the "Merger Agreement") and
ending one (1) year later, subject, however, to prior termination of this
Agreement as set forth below.
2. POSITION AND DUTIES. The Executive shall serve as a Vice President
reporting only to the President and Chief Executive Officer of the Bank and
shall perform general managerial and administrative functions related to the
operation of the Bank and shall have other powers and duties as may from time to
time be prescribed by the Board of Directors and the President and Chief
Executive Officer of the Bank.
3. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall not engage in any
business or commercial activities, duties or pursuits which compete with the
business or commercial activities of the Bank or subsidiary of the Bank, or any
parent corporation or affiliate thereof, nor may the Executive serve as a
director or officer or in any other capacity in a company which competes with
the Bank.
4. COMPENSATION. For all of the services rendered by the Executive
hereunder, the Bank shall pay Executive an annual salary of Ninety-Eight
Thousand Dollars ($98,000.00), minus legally required withholdings and
deductions. The salary shall be paid in installments at such times as the Bank
customarily pays its other senior officers.
5. FRINGE BENEFITS, VACATION, EXPENSES, AND PERQUISITES.
(a) EMPLOYEE BENEFIT PLANS. The Executive shall be entitled to participate
in or receive benefits under all Bank employment benefit plans
including, but not limited to, any pension plan, profit-sharing plan,
savings plan, life insurance plan or disability insurance plan as made
available by the Bank to its employees, subject to and on a basis
consistent with terms, conditions and overall administration of such
plans and arrangements.
(b) VACATION, HOLIDAYS, SICK DAYS AND PERSONAL DAYS. The Executive shall
be entitled to the number of paid vacation days in each calendar year
determined by the Bank from time to time for its senior executive
officers. The Executive shall also be entitled to all paid holidays,
sick days and personal days given by the Bank to its employees.
(c) BUSINESS EXPENSES. During the term of his employment hereunder, the
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
Board of Directors of the Bank for its senior executive officers.
6. LIABILITY INSURANCE. The Bank shall use its best efforts to obtain
insurance coverage for the Executive under an insurance policy covering officers
and directors of the Bank against lawsuits, arbitrations or other legal or
regulatory proceedings; however, nothing herein shall be construed to require
the Bank to obtain such insurance, if the Board of Directors of the Bank
determine that such coverage cannot be obtained at a reasonable price.
7. UNAUTHORIZED DISCLOSURE. During the term of his employment hereunder, or
at any later time, the Executive shall not, without the written consent of the
Board of Directors of the Bank or a person authorized thereby, knowingly
disclose to any person, other than an employee of the 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 the Bank, any
material confidential information obtained by him while in the employ of the
Bank with respect to any of the 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 materially
damaging to the 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 or a business similar to that conducted by the Bank or any information
that must be disclosed as required by law.
8. RESTRICTIVE COVENANT. The Executive covenants and agrees that the
Executive shall not directly or indirectly, within the marketing area of the
Bank (defined as an area within twenty-five (25) miles of any branch location of
the Bank or any branch of any other bank owned, either directly or indirectly,
by Harleysville National Corporation), enter into or engage generally in direct
or indirect competition with the Bank or any subsidiary of the Bank, either as
an individual on his own or as a partner or joint venturer, or as a director,
officer, shareholder, employee, agent, independent contractor, lessor or
creditor of or for any person, for a period of one (1) year after the date of
termination of his employment. The existence of any claim or cause of action of
the Executive against the Bank, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Bank of this
covenant. The Executive agrees that any breach of the restrictions set forth in
this paragraph or any other paragraph of this Agreement, will result in
irreparable injury to the Bank for which it shall have no adequate remedy at law
and the Bank shall be entitled to injunctive relief in order to enforce the
provisions hereof. In the event that this paragraph shall be determined by any
court of competent jurisdiction to be unenforceable in part by reason of it
being too great a period of time or covering too great a geographical area, it
shall be in full force and effect as to that period of time or geographical area
determined to be reasonable by the court.
9. NON-SOLICITATION. Executive covenants and agrees that while employed by
the Bank and for a period of one (1) year after the termination of Executive's
employment, either voluntarily or involuntarily, Executive shall not, either
directly or indirectly in any capacity
whatsoever, (a) obtain, solicit, divert, appeal to, attempt to obtain, attempt
to solicit, attempt to divert, or attempt to appeal to any customers, clients or
referral sources of the Bank to divert their business from the Bank; (b) solicit
any person who was employed by the Bank to leave the employ of the Bank. For
purposes of this covenant, "customers, clients, and referral sources" shall
include all persons who are or were customers, clients or referral sources of
the Bank at any time during the employment of Executive by the Bank.
The existence of any claim by Executive, whether predicated upon this
Agreement or otherwise, shall not constitute defense to the Bank's enforcement
of or attempts to enforce this provision.
10. NOTIFICATION OF NON-DISCLOSURE/TRADE SECRET, RESTRICTIVE COVENANT AND
NON-SOLICITATION PROVISIONS. During his employment, and for a period of one (1)
year following termination of his employment with the Bank, Executive agrees to
inform any prospective employer of existence of the Non-Disclosure, Restrictive
Covenant and NonSolicitation provisions of this Agreement.
11. TERMINATION.
(a) Death. The Executive's employment hereunder shall terminate upon his
death.
(b) Disability. If the Executive becomes disabled because of sickness,
physical or mental disability, or any other reason, the Bank shall
have the option to terminate this Agreement by giving written notice
of termination to the Executive. Executive shall be deemed to have
become "disabled" only in the event and at such time as he qualifies
(after expiration of any applicable
waiting period) to receive benefits for total disability under the
employee disability insurance benefit plan referred to in paragraph
5(a) above.
(c) Cause. The Bank may terminate the Executive's employment hereunder for
"Cause." As used in this Agreement, the Bank shall have "Cause" to
terminate the Executive's employment hereunder upon: (1) the willful
failure by the Executive to substantially perform his duties hereunder
after notice from the Bank and a failure to cure such violation within
thirty (30) days of said notice; (2) the willful engaging by the
Executive in misconduct injurious to the Bank; (3) the willful
violation by the Executive of any provisions of this Agreement, after
notice from the Bank and a failure to cure such violation within
thirty (30) days of said notice, or if said violation cannot be cured
within thirty (30) days, within a reasonable time thereafter unless
the Executive is diligently attempting to cure the violation; (4) the
dishonesty or gross negligence of the Executive in the performance of
his duties; (5) the breach of Executive's fiduciary duty involving
personal profit; (6) the violation of any law, rule or regulation
governing banks or bank officers or any final cease and desist order
issued by a bank or insurance regulatory authority any of which
materially jeopardizes the business of the Bank; or (7) conduct on the
part of Executive which brings public discredit to the Bank.
12. PAYMENTS UPON TERMINATION. In the event that the Executive is
terminated, other than for Cause, as defined in Paragraph 11(c), the Executive
shall be entitled to receive his salary pursuant to Paragraph 4, for the
remainder of the term set forth in Paragraph 1. In the event
that the Executive is terminated for Cause, as defined in Paragraph 11(c), the
Bank shall pay the Executive his salary up until the date of termination and
shall have no further obligations to the Executive.
13. DAMAGES FOR BREACH OF CONTRACT. In the event of a breach of this
Agreement by either the Bank or the Executive 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. In no event shall any party be
entitled to the recovery of attorney's fees or costs.
14. 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 Executive: Xxxxxxx X. Xxxxxxxxx
000 Xx. Xxxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
If to the Bank: President
The Citizens National Bank of Lansford
00-00 X. Xxxxx Xxxxxx
P.O. Box 128
18232-0128
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.
15. SUCCESSORS. This Agreement shall inure to the benefit of and be binding
upon the Executive, his personal representatives, heirs or assigns and to the
Bank and any successors or assigns of the Bank.
16. 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.
17. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing.
18. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. In the event of Executive's
death, any moneys that may be due him from the 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.
19. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
20. 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 this Agreement contains all the covenants and
agreements between the parties with respect to the employment.
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 Bank , by its authorized representatives the day and
year above mentioned.
ATTEST: THE CITIZENS NATIONAL BANK OF LANSFORD
/s/ Xxxxxx Xxx, Cashier By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx Xxx, Cashier Xxxxxx X. Xxxxxx, President
WITNESS:
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxxx
