EMPLOYMENT AGREEMENT
EXHIBIT 10.3 EMPLOYMENT
AGREEMENT WITH G. XXXXX XXXXX
THIS
EMPLOYMENT AGREEMENT
is being
made this ___ day of November, 2005, by and between KEYSTONE
NAZARETH BANK & TRUST COMPANY,
a
Pennsylvania corporation (“Employer”), and G.
XXXXX XXXXX
(“Employee”).
RECITALS
WHEREAS,
Employee is a principal and shareholder of Paragon Group, Inc. (“Paragon”);
and
WHEREAS,
Employer is acquiring all of the issued and outstanding stock of Paragon under
the terms set forth in the Parties’ Agreement and Plan of Merger;
and
WHEREAS,
Employer desires to assure continuity of operations by continuing the employment
of Employee pursuant to the terms and conditions of this Agreement; and
WHEREAS,
Employee represents and warrants to Employer that he is free to accept
employment hereunder and that he has no prior or other obligations or
commitments of any kind that would in any way hinder or interfere with his
acceptance of, or the full performance of such employment; and
NOW,
THEREFORE,
in
consideration of the foregoing, the mutual agreements, covenants and provisions
herein contained, and intending to be legally bound hereby, the parties agree
as
follows:
ARTICLE
I
Employment
Section
1.1 - Employment.
Employer hereby employs Employee and Employee hereby accepts such employment
under the terms and conditions set forth in this Agreement.
Section
1.2 - Position, Duties, Authority.
(a) During
the Term of this Agreement, Employee shall serve on a full-time basis and devote
his entire working time, attention, and energy as President of KNBT Wealth
Management Division in Employer’s Office of the President. Employee, as
President of KNBT Wealth Management Division, shall perform such executive,
managerial, administrative, and other duties as are from time to time assigned
to him by Employer and which are consistent with this position.
(b) Employee
shall have such authority and responsibilities as are customarily incident
to
his position as President of KNBT Wealth Management Division, consistent with
all applicable laws and the Corporate Charter and Bylaws of Employer. Employee
agrees that he will faithfully, diligently, and to the best of his abilities
perform all of the duties that may be required of him pursuant to the terms
of
this Agreement.
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(c) Both
during and after the employment Term, Employee shall cooperate fully with
Employer and with any legal counsel, expert, or consultant it may retain to
assist it in connection with any judicial proceeding, arbitration,
administrative proceeding, governmental investigation or inquiry, or internal
audit in which Employer may be or become involved, including full disclosure
of
all relevant information and truthfully testifying on Employer’s behalf in
connection with any such proceeding or investigation.
Section
1.3 - Outside Employment and Activities.
Employee may not enter into or continue any employment or render any service
for
compensation or remuneration to any person or entity, except Employer, during
Employee’s employment with Employer, without the prior, express written consent
of Employer’s President and Chief Executive Officer. Additionally, Employee
shall not hold office in or serve as a member of the Board of Directors with
or
for any other entity or organization, even without compensation or remuneration,
if, in the sole judgment of Employer, such service would or might interfere
with
Employee’s duties and/or responsibilities to Employer or conflict in any way
with Employer’s interests. Should Employee wish to engage in any other
employment or to provide services to any other person or entity other than
Employer or to hold office in or serve on the Board of Directors of any other
entity or organization, Employee shall submit a written request to Employer’s
President and Chief Executive Officer.
ARTICLE
II
Term
Section
2.1 - Initial Term.
This
Agreement shall be deemed as effective and the Term of Employee’s employment
shall begin as of the date this Agreement is executed by the Parties (the
“Effective Date”), and shall continue for a period of three (3) years (the
“Initial Term”), unless earlier terminated in accordance with the terms of this
Agreement.
Section
2.2 - Successor Terms.
Subject
to the subsequent provisions, upon the expiration of the second twelve (12)
full
calendar month period after the date first above written, the term hereof shall
be extended for another twelve (12) full calendar months, and upon expiration
of
each subsequent twelve (12) full calendar months thereafter, the term of this
Agreement shall be likewise extended for an additional twelve (12) full calendar
months. Such extension of this Agreement’s term shall be automatic unless
written notice is given by either party not later than three (3) months before
the expiration of the then current twelve (12) months. Each reference in this
Agreement to the “Term” of this Agreement shall include the Initial Term and
each extension thereof, if any.
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ARTICLE
III
Compensation
Section
3.1 - Base Salary.
(a) For
all
of the services rendered by Employee, Employer shall pay Employee a base salary
of One Hundred Sixty Thousand Dollars ($160,000) for each full year of the
Initial Term (such annual compensation and any increases thereto referred to
as
“Base Salary”), less withholdings required by law and deductions authorized by
Employee. The Base Salary shall be paid in installments at such times as
Employer customarily pays other employees holding comparable positions, but
no
less often than monthly.
(b) If
the
Term of this Agreement is extended, the parties hereto shall mutually agree
on a
Base Salary for each additional year of the Term; however, the Base Salary
for
each additional year shall not be less than the Base Salary for the preceding
year.
Section
3.2 - Stock Options.
Employee shall be granted a stock option for Ten Thousand (10,000) shares of
the
common stock of KNBT Bancorp, Inc., pursuant to Employer’s Stock Option
Plan.
Section
3.3 - Non-Competition Covenant Consideration.
In
exchange for Employee’s promises and agreements set forth in Sections 6.5 and
6.6 hereunder, Employer shall pay Employee Two Hundred Forty Thousand Eighty-Six
Dollars ($240,086). This amount shall be paid to Employee, in a lump sum on
the
date of the Closing of the Agreement and Plan of Merger; provided, however,
that, in the event Employee terminates this Agreement and his employment
hereunder at any time during the Initial Term, he shall immediately be obligated
to reimburse Employer for the pro-rata share of this Non-Competition Covenant
Consideration pro-rated from the date of execution of this Agreement to the
effective date of termination.
ARTICLE
IV
Termination
Section
4.1 - Grounds for Termination.
(a)
Termination
Upon Death.
Employee’s employment and any and all rights of Employee under this Agreement
shall terminate immediately upon the death of Employee.
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(b)
Termination
Because of Incapacity.
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(i)
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In
the event that Employee is unable fully to perform the essential
functions, duties and responsibilities of his position hereunder,
with or
without reasonable accommodation, due to physical or mental illness,
injury or incapacity, for a continuous period of more than three
(3)
months, or is determined to be disabled under Employer’s insured long-term
disability plan, if any, and is also determined to be entitled to
disability benefits thereunder, all as determined in good faith by
Employer, after consultation with a qualified physician selected
by
Employer, Employer may terminate Employee’s employment hereunder. If
Employer shall so act, then any and all rights Employee may have
under
this Agreement or otherwise as an employee of Employer shall terminate,
and Employer shall have no further liability or obligation to Employee
for
compensation hereunder; provided, however, that Employee will be
entitled
to receive the payments prescribed under Employer’s long-term disability
benefit plan, if any, under which he was covered during the period
of his
employment by Employer. Notwithstanding the foregoing, Employee shall
not
be deemed terminated by reason of disability nor shall Employee’s Base
Salary as set forth in Section 3.1 hereof cease unless and until
Employee
has received written notice from Employer at least thirty (30) days
prior
to Employer’s intended date of termination stating (i) Employer’s intent
to terminate Employee by reason of disability, and (ii) Employer’s
intended date of such termination.
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(ii)
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If
Employee shall resume his duties within thirty (30) days after receipt
of
such notice of termination and continue to perform the essential
functions, duties and responsibilities of his position for three
(3)
consecutive months thereafter, this Agreement shall continue in full
force
and effect, without any reduction in Base Salary or other benefits,
and
the notice of termination shall be considered null and void and of
no
effect.
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(c) Termination
by Employer for Cause.
This
Agreement shall terminate upon written notice by Employer to Employee that
Employee has been terminated for “Cause.” “Cause” shall mean:
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material
failure to perform his assigned duties under this Agreement, other
than
any failure resulting from the Employee’s incapacity due to physical or
mental injury or illness;
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| (ii) |
commission
of an act involving moral turpitude in the course of his employment
with
the Employer;
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| (iii) |
engaging
in misconduct resulting in material harm to the Employer;
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| (iv) |
breaching
his fiduciary duties for personal
profit;
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| (v) |
material
violation, in any material respect, of any law, rule, regulation
(other
than traffic violations or similar offenses), written agreement or
final
cease-and desist order with respect to his performance of services
for the
Employer, as determined by the Board of Directors of Employer; or
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| (vi) |
a
material breach of the terms of this Agreement and a failure to cure
such
material breach during a 30-day period following the date on which
the
Employer gives written notice to the Employee of the material breach.
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(d) Termination
by Notice.
In
accord with Section 2.2, this Agreement may be unilaterally terminated by
Employer or Employee by giving written notice to the other party at least three
(3) months prior to the expiration of: (i) the second twelve-month period of
the
Initial Term; or (ii) if after completion of the Initial Term, the then current
twelve (12) month term.
(e) Termination
Without Cause.
If
Employee is discharged by Employer for any reason other than those enumerated
in
this Section 4.1(a)-(d), (including, without limitation, a discharge after
the
effective date of a Change of Control), such discharge shall be deemed a
“termination without cause.”
(f)
Change
of Control of Employer.
(i) If
a Change in Control (as herein defined) shall occur and if following the Date
of
Change in Control (as defined herein): the Employee is involuntarily terminated
without cause within twelve (12) months of the Date of Change of Control; the
Employee voluntarily terminates his employment within twelve (12) months of
the
Date of Change of Control because he determines in his sole discretion that
he
cannot effectively work with the management team of the resulting entity; or
the
Employee voluntarily terminates his employment at any time during the Term
of
this Agreement because there shall be:
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(1)
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any
failure by the acquiring person or entity to offer employment to
Employee
as of the Date of Change in Control (as defined herein), in a position
having substantially similar responsibilities, compensation and benefits
as Employee received immediately prior to the Change in Control (as
defined herein); or
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(2)
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the
assignment to Employee of duties substantially inconsistent with
Employee’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;
or
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(3)
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any
reassignment of Employee to a location greater than thirty (30) miles
from
the location of Employee’s office on the date of the Change in Control;
or
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(4)
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any
reduction in Employee’s 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, without Employee’s written consent or except in cases of
national financial depression or emergency when the Board of Directors
of
Employer has implemented such reductions for the senior management
of
Employer; or
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(5)
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any
failure to provide Employee with benefits that are substantially
similar
or more favorable as those enjoyed by Employee under any of Employer’s
retirement or pension, life insurance, medical, health and accident,
disability or other employee benefit plans in which Executive participated
at the time of the Change in Control, or the taking of any action
that
would materially reduce any such benefits in effect at the time of
the
Change in Control,
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then
at
the option of Employee, exercisable by Employee within sixty (60) days of the
occurrence of any of the foregoing events, Employee may resign from employment
with Employer (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 Employer and the provisions of Section 4.2(e) shall
apply.
(ii) A
change
in control (other than one occurring by reason of an acquisition of the Employer
by Employee) shall be deemed to have occurred if the Board of Directors of
the
Employer certifies that one of the following has occurred:
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(1)
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the
direct or indirect sale, lease, exchange, or other transfer of all
or
substantially all (50% or more) of the assets of Employer to any
individual, corporation, partnership, trust, or other entity or
organization (a “Person”) or group of Persons acting in concert as a
partnership or other group, other than a Person controlling, controlled
by, or under common control with Employer;
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(2)
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the
merger, consolidation, or other business combination of Employer
with or
into another corporation other than a corporation controlling, controlled
by, or under common control with Employer; or
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(3)
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a
new entity other than a corporation controlling, controlled by, or
under
common control with Employer becomes the owner of Employer; or
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(4)
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the
replacement of a majority of the Board of Directors of Employer,
over any
period of one year or less, from the directors who constituted the
Board
of Employer at the beginning of such
period.
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(iii) The
Date
of the Change of Control shall be
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(1)
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the
date of the closing of an Agreement, transferring all or substantially
all
of Employer’s assets; or
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(2)
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the
date on which individuals who formerly constituted a majority of
the Board
of Directors of Employer under Section 4.1(f)(ii)(4) hereof, ceased
to be
a majority, or
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(3)
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the
date on which a merger, consolidation or business combination is
consummated, as applicable; or
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(4)
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the
date on which a merger, consolidation or business combination is
consummated, as applicable.
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Section
4.2 - Effect of Termination or Change of Control.
(a) General
Provisions.
Upon
the termination of this Agreement for any reason specified in Section 4.1 above,
except for a termination without cause:
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Effective
upon the date of termination: Employee’s Duties will cease; Employee will
be deemed to have given his resignation as an employee of Employer
and
from all offices then held by him, including, if applicable, as a
director
of Employer, and will immediately provide Employer with written,
signed
confirmation of same; other than a termination for
cause;
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| (ii) |
The
obligation of Employer to pay Base Salary as provided in Section
2.1
hereof will cease effective upon the date of termination, provided
that
Employee shall be paid for services rendered through the date of
termination;
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| (iii) |
Employer
will reimburse Employee for all properly reimbursable expenses incurred
through the date of termination;
and
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| (iv) |
Any
stock options granted to Employee that have not vested and been exercised
as of the date of termination of this Agreement shall lapse and be
of no
further effect.
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(b) Termination
for Cause or By Notice.
In the
event that this Agreement is terminated for “Cause” pursuant to Section 4.1(c)
or by Notice pursuant to Section 4.1(d), Employee will receive no further
compensation hereunder, whether by severance pay, salary, or otherwise, except
as specifically provided in Section 4.2(a)(iii) above.
(c) Termination
Due to Death of Employee.
In the
event this Agreement is terminated by reason of the death of Employee:
Employee’s beneficiaries will receive no further compensation hereunder other
than the compensation due Employee pursuant to Section 4.2(a)(ii) which shall
be
paid to Employee’s estate or designated beneficiary; provided however; that any
life insurance obtained by Employer for Employee and payable to Employee’s
beneficiaries shall be so paid in accordance with any such policy.
(d) Termination
Without Cause.
In the
event that Employer terminates Employee’s employment either (i) “without cause”
as defined in Section 4.1(e) of this Agreement or (ii) with Notice as provided
in Section 4.1(d) of this Agreement, Employer shall pay to Employee severance
benefits equal to Employee’s Base Salary at the time of termination (minus all
withholdings required by law and authorized deductions) for the unexpired
portion of the Term of this Agreement; provided, however, in the event that
Employee is given notice of non-renewal at the end of the second twelve (12)
month period of the Initial Term, the Employee shall receive two (2) times
his
Base Salary. In the alternative and to the extent that they are superior to
severance benefits provided by this Agreement, Employee shall be entitled to
the
same severance benefits as employees who are members of Employer’s Office of the
President.
(e)
Change
of Control. In
the
event Employee’s “termination without cause” under Section 4.1(e) is due to a
Change of Control of Employer as defined in Section 4.1(f) or in the event
the
Employee terminates employment pursuant to Section 4.1(f)(i), then, in that
event only, as an alternative to the severance benefits set forth above,
Employer shall pay Employee a lump sum severance benefit equal to twenty-four
(24) months of Employee’s then current Base Salary.
ARTICLE
V
Expenses,
Benefits, and Other Prerequisites
Section
5.1 - Expenses.
During
the Term of Employee’s employment hereunder, Employee shall receive
reimbursement from Employer for all reasonable expenses incurred by Employee
in
performing services hereunder, including, without limitation, all expenses
of
travel and living expenses while away from home on business at the request
of or
in the service of Employer, provided that such expenses are incurred and
accounted for in accordance with the standard policies and procedures
established by Employer for reimbursement of expenses.
Section
5.2 - Holidays, Vacation; Personal Days; Benefits.
Employee shall be entitled to the fringe benefits in accordance with Employer’s
written policy (as the same may be amended or changed from time to time), a
current copy of which has been supplied to Employee.
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ARTICLE
VI
Confidentiality,
Non-Competition, and Other Employer Protections
Section
6.1 - Proprietary Information.
Employee recognizes that his employment with Employer creates a relationship
of
confidence and trust between himself and Employer with respect to any
information that is: (i) applicable to the business of Employer; or (ii)
applicable to the business of any client or customer of Employer, which may
be
made known to him by Employer or any client or customer of Employer, or learned
by him in such context during the period of his employment with
Employer.
Employer
further recognizes that all such information has commercial value in the
business in which Employer is engaged and is hereinafter called “Proprietary
Information.” By way of illustration, but not limitation, Proprietary
Information includes any and all technical and non-technical information
including customer account information, patent, copyright, trade secret,
financial, and proprietary information, techniques, sketches, drawings, models,
inventions, know-how, processes, apparatus, equipment, algorithms, software
programs, software source documents, and formulae related to the current,
future, and proposed products and services of Employer, and includes, without
limitation, its respective information concerning research, experimental work,
development, design details and specifications, engineering, financial
information, procurement requirements, purchasing, manufacturing, customer
lists, business forecasts, sales, merchandising, and marketing plans and
information. “Proprietary Information” also includes proprietary or confidential
information of any third party.
Section
6.2 - Nondisclosure of Proprietary Information.
All
Proprietary Information is the sole property of Employer, its assigns, and
its
customers, and Employer, its assigns, and its customers shall be the sole owner
of all patents, copyrights, maskworks, trade secrets, and other rights in
connection therewith. Employee hereby assigns to Employer any rights he may
have
or acquire in such Proprietary Information. At all times, both during and after
Employee’s employment by Employer, Employee agrees to keep in confidence and
trust all Proprietary Information and not to use or disclose any Proprietary
Information or anything directly relating to it without the written consent
of
Employer, except as may be necessary in the ordinary course of performing his
duties as an employee of Employer. Notwithstanding the foregoing, it is
understood that, at all such times, Employee is free to use information which
is
generally known in the trade or industry, not as a result of a breach of this
Agreement, and his own skill, knowledge, know-how, and experience to whatever
extent and in what way he wishes.
Section
6.3 - Business Opportunities.
During
the term of this Agreement and ceasing with the termination of this Agreement,
Employee shall promptly disclose to Employer each business opportunity of a
type
which, based upon its prospects and relationship to the business of Employer,
Employer might reasonably consider pursuing. In the event that the Employee’s
employment is terminated for any reason, Employer shall have the exclusive
right
to participate in or undertake any such opportunity on its own behalf without
any involvement by or remuneration to Employee. This provision shall only apply
to business opportunities existing as of the termination date. This provision
shall not apply to subsequent employment by Employee outside of the terms of
the
non-compete area.
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Section
6.4 - Return of Materials.
Upon
termination of Employee’s employment or at the request of Employer before
termination, Employee agrees to deliver to Employer all written and tangible
material in his possession incorporating Employer’s Proprietary Information or
otherwise relating to Employer’s business.
Section
6.5 - Non-Competition.
Employee shall not, for a period of the later of five (5) consecutive years
from
the date of signing of this Agreement or two years from the date of any Change
of Control of Employer, within a one hundred (100) mile radius of Employer’s
corporate headquarters in Bethlehem, Pennsylvania, engage in competition with
Employer. In the event Employee is terminated under Section 4.1(d) or 4.1(e)
of
this Agreement, this Section shall apply; provided, however, that termination
of
this non-competition covenant shall be accelerated to the last date for which
Employee receives severance benefits pursuant to Sections 4.2(d) or 4.2(e)
regardless of whether such benefits have been paid in a lump sum or in
installments.
For
purposes of this Agreement, Employee shall be deemed to “engage in competition”
with Employer if he shall directly or indirectly, either individually or as
a
stockholder, director, officer, partner, consultant, owner, employee, agent,
or
in any other capacity, work for, consult with or otherwise assist any person
or
entity engaged in the same or similar business engaged in by Employer. Employee
agrees that the restrictions imposed upon him by the provisions of this Section
are fair and reasonable considering the nature of Employer’s business and are
reasonably required for the protection of Employer. Employee further
acknowledges and agrees that there are material and valuable benefits bestowed
upon him by this Agreement and the parties’ Agreement and Plan of Merger which
constitute new, valuable and legally binding consideration for the
non-competition, non-solicitation and nondisclosure provisions herein,
including, but not limited to, the benefits conveyed in Sections 3.2 and 3.3
above.
Section
6.6 - Solicitation of Customers and Employees.
Employee agrees that during the term of this Agreement, and for a period of
twelve (12) consecutive months after termination of his employment for any
reason, he shall not, except in the course of his duties hereunder, directly
or
indirectly induce or attempt to induce or otherwise counsel, advise, solicit
or
encourage (i) any customer or employee to cease doing business with, or leave
the employ of, Employer or, in the case of employees accept employment with
any
other person or entity; or (ii) any person who at the time of such inducement,
counseling, advice, solicitation or encouragement had ceased doing business
with, or left the employ of, Employer within the previous six (6) months to
do
business with, or accept employment with, any person or entity besides
Employer.
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Section
6.7 - Specific Performance.
Employee agrees that in the event of his breach of any of the provisions of
this
Article VI, the remedies available to law to Employer would be inadequate and
in
lieu thereof or in addition thereto Employer shall be entitled to appropriate
equitable remedies, including specific performance and injunctive relief.
Employee further agrees that he shall pay Employer’s actual attorneys’ fees if
Employer successfully obtains such injunctive relief and that the restrictive
time periods set forth in Sections 6.5 and 6.6 of this Agreement shall be tolled
during any period that Employee is in violation of these
restrictions.
ARTICLE
VII
Concluding
Provisions
Section
7.1 - Entire Agreement.
This
Agreement supersedes all prior agreements, including Employee’s Executive
Employment Agreement with Paragon and the Trust Company of Lehigh Valley, and
contains the entire understanding between Employer and Employee (the “Parties”)
with respect to the subject matter hereof. There are no oral understandings,
terms, or conditions, and no party has relied upon any representation, express
or implied, not contained in this Employment Agreement.
Section
7.2 - Amendments.
This
Agreement may not be amended in any respect whatsoever except by a further
agreement, in writing, fully executed by each of the Parties.
Section
7.3 - Successors and Assigns.
This
Agreement, including the non-competition provision set forth in Section 6.5
above, shall inure to the benefit of and be binding upon any corporation or
other successor of Employer which shall acquire, directly or indirectly, by
merger, consolidation, purchase, or otherwise, all or substantially all of
the
equity or assets of Employer and shall otherwise inure to the benefit of and
be
binding upon the Parties hereto and their respective heirs, executors,
administrators, successors, and assigns. Nothing in the Agreement shall preclude
Employer from selling, consolidating or merging into or with, or transferring
all or substantially all of its equity or assets to another person or entity.
In
that event, however, such other person or entity shall assume this Agreement
and
all obligations of Employer hereunder. Upon such sale, consolidation, merger,
or
other transfer of equity or assets and assumption, the term “Employer,” as used
herein, shall mean such other person or entity, and this Agreement shall
continue in full force and effect.
Section
7.4 - Captions.
The
captions of this Agreement are for convenience and reference only and in no
way
define, describe, extend or limit the scope or intent of this Agreement or
the
intent of any provision contained in this Agreement.
Section
7.5 - Governing Law.
This
Agreement shall be governed by, construed and enforced in accordance with the
laws of the Commonwealth of Pennsylvania. This Agreement
shall
also be interpreted as is minimally required to qualify any payment hereunder
as
not triggering any penalty on the Employee or Employer pursuant to Section
409A
of the Code.
Employer
recognizes and accepts that Northampton County, Pennsylvania and the United
States District Court for the Eastern District of Pennsylvania shall have
jurisdiction and venue for any disputes under this Agreement.
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Section
7.6 - Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original.
Section
7.7 - Severability.
If any
provision of this Agreement or application thereof to anyone or under any
circumstances is adjudicated to be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect any other provisions or
applications of this Agreement that can be given effect without the invalid
or
unenforceable provisions or applications and shall not invalidate or render
unenforceable such provision in any other jurisdiction or under any other
circumstance.
Section
7.8 - Waivers.
If
either Party should waive any breach of any provision of this Agreement, such
Party shall not thereby be deemed to have waived any preceding or succeeding
breach(es) of the same provision, or have thereby waived any other provisions
hereof.
IN
WITNESS WHEREOF,
intending to be legally bound hereby, the parties have hereunto set their hands
and seals effective as provided herein.
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Keystone
Nazareth Bank & Trust Company
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Date:____________________
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By:______________________________________
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Name:
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Title:
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G.
Xxxxx Xxxxx
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Date:____________________
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_____________________________________
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