EXHIBIT 10.1
Executive Employment Agreement dated as of
January 27, 1994, between Xxxxxxx X. Xxx and
Union National Financial Corporation, and
addenda thereto.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of January 27, 1994, between UNION
NATIONAL FINANCIAL CORPORATION, a Pennsylvania business
corporation (the "Corporation") and XXXXXXX X. XXX, an adult
individual (the "Executive").
WHEREAS, The Union National Mount Joy Bank (the "Bank") is a
subsidiary of the Corporation; and
WHEREAS, the Corporation desires to employ the Executive as
its President and Chief Executive Officer and also desires that
the Executive serve as the Bank's President and Chief Executive
Officer under the terms and conditions set forth herein; and
WHEREAS, the Executive desires to serve the Corporation and
Bank in an executive capacity under the terms and conditions set
forth in this 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 Corporation shall hereby
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employ the Executive and the Executive hereby accepts employment
with the Corporation for a term of three (3) years beginning on
January 1, 1994, and terminating on December 31, 1996, subject,
however, to prior termination of this Agreement as set forth
below.
Furthermore, subject to the subsequent provisions, upon the
expiration of the first twelve (12) full calendar months 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 likewise be extended for an
additional twelve (12) full calendar months. Each such extension
of this Agreement's term shall be contingent upon the Corporation
providing the Executive written notice of its intention to extend
this Agreement, which written notice must be given by the
Corporation not less than fifteen (15) days before the expiration
of the current twelve (12) months.
2. POSITION AND DUTIES. The Executive shall serve as the
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President and Chief Executive Officer of the Corporation and of
the Bank and shall serve as a member of the Board of Directors of
the Corporation and of the Bank, reporting only to the Boards of
Directors of the Corporation and Bank. The Executive shall have
supervision and control over, and responsibility for, the general
management and operation of the Corporation and Bank, and shall
have such other powers and duties as may from time to time be
prescribed by the Board of Directors of the Corporation and Bank,
provided that such powers and duties are consistent with the
Executive's position as the Chief Executive Officer in charge of
the general management of the Corporation and Bank.
3. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall
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devote all of his working time, ability and attention to the
business of the Corporation and Bank during the term of this
Agreement. The Executive shall notify the Board of Directors of
the Corporation and Bank in writing and receive written approval
from the Corporation and Bank before the Executive engages in any
other business or commercial duties or pursuits, including, but
not limited to, directorships of other companies. Under no
circumstances may the Executive engage in any business or
commercial activities, duties or pursuits which compete with the
business or commercial activities of the Corporation or Bank, nor
may the Executive serve as a director or officer or in any other
capacity in a company which competes with the Corporation or
Bank. Executive shall not be precluded, however, upon
notification to the Boards of Directors, from engaging in
voluntary or philanthropic endeavors, or from engaging in
activities incident or necessary to personal investments, so long
as they are, in the Boards' reasonable opinion, not in conflict
with or detrimental to
the Executive's rendition of services on behalf of the
Corporation and Bank.
4. COMPENSATION.
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(a) ANNUAL DIRECT SALARY: As compensation for
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services rendered to the Corporation and Bank under this
Agreement, the Executive shall be entitled to receive from the
Corporation an annual direct salary of One Hundred and Six
Thousand and Eighty and 00/100 ($106,080.00) Dollars per year,
(the "Annual Direct Salary") payable in substantially equal
installments consistent with the Bank's payroll policy prorated
for any partial employment period. The Annual Direct Salary
shall be reviewed annually, no later than December 15 of the then
calendar year and shall be subject to such annual change (but not
reduced below $100,000.00 without the Executive's consent, except
in cases of national financial depression or emergency when
compensation reduction has been implemented by the Board of
Directors for the Bank's senior management) as may be set by the
Board of Directors of the Corporation taking into account the
position and duties of the Executive and the performance of the
Corporation and Bank under the Executive's leadership.
(b) ANNUAL BUSINESS PLAN. The Executive shall
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prepare a business plan establishing the financial and business
goals of the Corporation and Bank prior to his annual employment
review. The business plan prepared by the Executive shall be
reviewed by the Board of Directors of the Corporation and Bank,
which may in its sole discretion alter or modify such plan prior
to its adoption.
(c) BONUS. The Board of Directors of the
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Corporation in its sole discretion may provide for payment of a
periodic bonus to the Executive in such an amount or nature as it
may deem appropriate to provide incentive to the Executive and to
reward the Executive for his performance.
(d) DIRECTOR FEES. The Executive shall not be
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entitled to any director's fee or other compensation as paid to
other members of the Board of Directors of the Bank and/or
Corporation or subsidiaries of either. The Executive also agrees
to serve on any committee of the Board of Directors of the Bank
and/or Corporation or subsidiary of either without any additional
compensation or fees.
5. FRINGE BENEFITS, VACATION, EXPENSES, AND PERQUISITES.
_____________________________________________________
(a) EMPLOYEE BENEFIT PLANS. The Executive shall be
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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. The Bank shall maintain for Executive during his
employment long-term disability insurance which terms shall be at
least as favorable as the policy terms in effect on January 1,
1994.
(b) VACATION, HOLIDAYS, SICK DAYS AND PERSONAL DAYS.
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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 (prorated in any calendar
year during which the Executive is employed hereunder for less
than the entire such year in accordance with the number of days
in such calendar year during which he is so employed). 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
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employment hereunder, the Executive shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by him
(in accordance with the policies and procedures established by
the Board of Directors of the Bank for its senior executive
officers) in performing services hereunder, provided that the
Executive properly accounts therefor in accordance with policy.
6. ADDITIONAL POSITIONS. The Executive agrees to serve
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without additional compensation, if elected or appointed to one
or more offices of the Corporation or Bank, and/or to one or more
offices or as a director of any of the Corporation's and/or
Bank's subsidiaries.
7. LIABILITY INSURANCE. The Corporation shall use its
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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 Corporation to obtain such insurance, if the Board of
Directors of the Corporation determines that such coverage cannot
be obtained at commercially reasonable rates.
8. UNAUTHORIZED DISCLOSURE. During and after the term of
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his employment hereunder, the Executive shall not, without the
written consent of the Board of Directors of the Corporation or
Bank or a person authorized thereby, knowingly disclose to any
person, other than an employee of the 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 the Corporation or Bank, any material
confidential information obtained by him while in the employ of
the Corporation or Bank with respect to any of the Corporation or
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 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 or a business similar to that conducted by the
Corporation
or Bank or any information that must be disclosed as required by
law.
9. RESTRICTIVE COVENANT. The Executive covenants and
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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 office of the Bank as of January,
1994), enter into or engage generally in direct or indirect
competition with the Corporation or Bank or any subsidiary of the
Corporation, 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 two (2) years after the date of
termination of his employment if the Executive's employment is
terminated for any reason whatsoever except upon resignation by
the Executive for "Good Reason" under paragraph 10(d)(2) hereof
(except that change of control shall not constitute Good Reason
for this paragraph). The foregoing restriction shall not be
construed to prohibit the ownership by Executive of not more than
five percent (5%) of any class of securities of any corporation
which is in competition with the Bank or Corporation, provided
that such ownership represents a passive investment and that
neither Executive nor any group of
persons including Executive in any way, either directly or
indirectly, manages or exercises control of such corporation,
guarantees any of its financial obligations, otherwise takes any
part in its business, other than by exercising his rights as a
shareholder, or seeks to do any of the foregoing. The existence
of any claim or cause of action of any party against the other,
whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Corporation of
this covenant. The Executive agrees that any breach of the
restrictions set forth in paragraphs 8 and 9 will result in
irreparable injury to the Corporation or Bank for which it shall
have no adequate remedy at law and the Corporation or 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.
10. TERMINATION.
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(a) The Executive's employment hereunder shall
terminate upon his death.
(b) If the Executive becomes disabled because of
sickness, physical or mental disability, or any other reason, the
Corporation 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 disability under the
employee long-term disability insurance benefit plan referred to
in paragraph 5(a) above.
(c) The Corporation may terminate the Executive's
employment hereunder for Cause. For purposes of this Agreement,
the Corporation 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 Corporation 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 Corporation or
Bank; (3) the willful violation by the Executive of the
provisions of paragraphs 3 or 8 hereof after notice from the
Corporation 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 regulatory authority any of which
materially jeopardizes the business of the Corporation or Bank;
(7) committing acts of moral turpitude or other conduct on the
part of Executive which brings public discredit to the
Corporation or Bank; or (8) the Executive's failure to either be
elected or to serve as a member of the Board of Directors of the
Corporation after having been nominated by the Board of Directors
unless such nomination is inconsistent with the duties of the
Directors or the terms of this Agreement.
(d) The Executive may terminate his employment
hereunder if (1) his health should become impaired to an extent
that it makes continued performance of his duties hereunder
hazardous to his physical or mental health or his life, or (2)
for Good Reason. The
term "Good Reason" shall mean: (i) any assignment to the
Executive, without his consent, of any duties other than those
contemplated by, or any limitation of the powers of the Executive
not contemplated by, paragraphs 2 and 6 hereof, after notice from
the Executive to the Corporation and Bank that such assignment or
limitation of the Executive's powers constitutes Good Reason and
the failure to cure such situation within thirty (30) days of
said notice, or if said situation cannot be cured within thirty
(30) days, within a reasonable time thereafter unless a diligent
effort is being made to cure such situation; (ii) any removal of
the Executive from (other than as a result of his failure to be
re-elected on the Corporation or Bank's Boards of Directors) any
of the positions indicated in paragraph 2 hereof, except in
connection with termination of the Executive's employment for
Cause; (iii) the failure of the Bank to comply with paragraphs
4, 5, and 7 hereof; or (iv) any Change of Control (as defined
herein).
11. PAYMENTS UPON TERMINATION.
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(a) If the Executive's employment shall be
terminated because of death, disability, for Cause, or by the
Executive for other than Good Reason, the Corporation shall pay
the Executive or his fiduciary his full Annual Direct Salary
through the date of
termination at the rate in effect at the time of termination and
the Corporation and Bank shall have no further obligation to the
Executive under this Agreement. In the event of death or
disability termination, the Executive shall receive Annual Direct
Salary through the end of the month of such termination.
(b) If the Executive's employment is terminated by
the Corporation (other than pursuant to paragraphs 10(a) or 10(b)
or 10(c) hereof), then the Corporation shall pay the Executive an
amount equal to of his Annual Direct Salary on the date of
termination. If the Executive shall terminate his employment for
Good Reason, other than a Change of Control as defined herein,
then the Corporation shall pay the Executive an amount equal to
his Annual Direct Salary at the date of termination. If, within
six (6) months following a Change of Control, the Executive shall
terminate his employment for Good Reason, as defined in paragraph
10(d), then the Corporation or any successor thereof shall pay
the Executive his Annual Direct Salary from the Date of
termination and continuing through the last day of the term of
this Agreement (in no event shall this payment be more than two
(2) years' annual direct salary and also in no event shall this
payment be less than one (1) year annual direct salary). The
Corporation and Bank shall
thereafter have no further obligation to the Executive under this
Agreement.
(c) In the event the Corporation does not offer to
renew this Agreement, the Executive shall not be entitled to any
severance allowance whatsoever and the Corporation and Bank shall
have no further obligations to the Executive under this
Agreement.
(d) All payments under this paragraph 11 shall,
unless otherwise agreed upon between the parties, be made at
regular payroll policy intervals as if the Executive remained an
employee.
12. DAMAGES FOR BREACH OF CONTRACT. In the event of a
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breach of this Agreement by either the Corporation 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.
13. DEFINITION OF CHANGE OF CONTROL. For purposes of this
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Agreement, the term "Change of Control" shall mean a change in
control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A and any
successor rule or regulation promulgated under the Securities
Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); provided that, without
limitation, such a change in control shall be deemed to have
occurred if: (a) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than the Corporation
or any "person" who on the date hereof is a director or officer
of the Corporation is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing thirty
percent (30%) or more of the combined voting power of the
Corporation's then outstanding securities; (b) during any period
of two consecutive years during the term of this Agreement,
individuals who at the beginning of such period constitute the
Board of Directors of the Bank or Corporation 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 (c) the
sale or transfer of all or substantially all of the Bank or
Corporation's assets.
14. DEFINITION OF DATE OF CHANGE OF CONTROL. For purposes
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of this Agreement, the date of Change of Control shall mean:
(a) the first date on which a single person and/or
entity, or group of affiliated persons and/or entities, acquire
the beneficial ownership of thirty percent (30%) or more of the
Corporation's voting securities;
(b) the date of the transfer of all or substantially
all of the Bank or Corporation's assets;
(c) the date on which a merger, consolidation or
combination is consummated, as applicable; or
(d) the date on which individuals who formerly
constituted a majority of the Board of Directors of the Bank or
Corporation under paragraph 13(b) above, ceased to be a majority.
15. NOTICE. For the purposes of this Agreement, notices
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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. Xxx
00 Xxxxxx Xxxxxx
Xxxxx Xxx, Xxxxxxxxxxxx 00000
If to the Corporation: Chairman of the Board
Union National Financial Corporation
000 Xxxx Xxxx Xxxxxx
Xxx 000
Xxxxx Xxx, Xxxxxxxxxxxx 00000
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.
16. SUCCESSORS. This Agreement shall inure to the benefit
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of and be binding upon the Executive and the Corporation and any
of their successors or assigns, provided however, that the
Executive may not commute, anticipate, encumber, dispose or
assign any payment except as set forth in paragraph 19.
17. SEVERABILITY. If any provision of this Agreement is
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declared unenforceable for any reason, the remaining provisions
of this Agreement shall be unaffected thereby and shall remain in
full force and effect.
18. AMENDMENT. This Agreement may be amended or canceled
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only by mutual agreement of the parties in writing.
19. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. In the event
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of Executive's death, any moneys that may be due him from the
Corporation 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.
20. LAW GOVERNING. This Agreement shall be governed by and
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construed in accordance with the laws of the Commonwealth of
Pennsylvania.
21. ENTIRE AGREEMENT. This Agreement supersedes any and
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all agreements, either oral or in writing, between the parties
with respect to the employment of the Executive by the
Corporation, 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
Corporation, by its authorized representatives the day and year
above mentioned.
ATTEST: UNION NATIONAL FINANCIAL
CORPORATION
/s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
_____________________________ ____________________________
Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxxx
Secretary Chairman of the Board
WITNESS:
/s/ Xxxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxx
______________________________ ______________________________
Xxxxxxxx X. Xxxxxxx Xxxxxxx X. Xxx
:82564
ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT
With respect to paragraph 4, "Compensation", sub paragraph (a)
"Annual Direct Salary" of the Executive Employment Agreement
executed January 27, 1994, the following change is mutually
agreed to:
"but not reduces below $100,000.00" will be replaced with "but
not reduced below 90% of the then current year's Annual Direct
Salary".
UNION NATIONAL FINANCIAL CORPORATION
Attest:
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxxxx
______________________ __________________________
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxxx
12/14/94 12/14/94
______________________ __________________________
Date Date
Witness: Individual:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxx
______________________ __________________________
Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxx
12/14/94 12/14/94
______________________ __________________________
Date Date
Addendum to Executive Employment Agreement
Between XXXXXXX X. XXX
and UNION NATIONAL FINANCIAL CORPORATION
The following changes have been mutually agreed to by the
Executive and the Corporation, effective January 1, 1998:
I. The following paragraphs shall be added to the
Agreement immediately prior to the paragraph starting
"Now Therefore".
WHEREAS, the Executive has announced his desire
to elect early retirement on or before December
31, 1998, and
WHEREAS, the Corporation appreciated the
Executive's many years of excellent service and
is willing to defer to Executive's wishes to
elect early retirement on or before December 31,
1998.
II. Replace existing Paragraph 1, "TERMS OF EMPLOYMENT"
with the following:
1. TERMS OF EMPLOYMENT. The Corporation shall
hereby employ the Executive and the Executive
accepts employment with the Corporation for a
term of one (1) year beginning on January 1,
1998, and ending December 31, 1998, subject
however, to prior termination of this Agreement
as set forth below.
ATTEST: UNION NATIONAL FINANCIAL CORPORATION
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
___________________ _____________________________
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx
Chairman of the Board
Date: 12/11/97 Date: 12/11/97
___________________ _____________________________
WITNESS:
/s/ Xxxx X. XxXxxxxx /s/ Xxxxxxx X. Xxx
___________________ _____________________________
Xxxx X. XxXxxxxx Xxxxxxx X. Xxx
Date: 12/11/97 Date: 12/11/97
___________________ _____________________________
