AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT
TO
THIS AGREEMENT is made as of
the 4th day
of December 2009, between Harleysville Management Services LLC
(“HMS”), a Pennsylvania business corporation having a place of business
at 000 Xxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and Xxxxx X. Xxxxxxx
(“Executive”), an individual residing in Pennsylvania.
WITNESSETH:
WHEREAS, on May 20, 2008,
Executive entered into a one year employment agreement with HMS effective
December 5, 2008 (“Employment Agreement”); and
WHEREAS, the parties would
like to extend the Employment Agreement for up to six (6) months;
NOW THEREFORE, in
consideration of the foregoing and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound, it is agreed as follows:
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1.
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Paragraph
2 of the Employment Agreement shall be amended to
read:
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2
.
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Duties
of Executive. Executive
shall perform and discharge well and faithfully such duties as Executive
Vice President as assigned by the President of HNC or the Board of
Directors of HNB as they may from time to time authorize and shall
continue to assist HMS with management of consumer credit, integration of
the retail bank into First Niagara Financial Group Inc., customer
relations with former Willow Financial Bank customers, and shareholder
relations.
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2.
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Paragraph
3 of the Employment Agreement shall be amended to
read:
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3.
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Term
of Agreement. This
Agreement shall commence on the Effective Date (as defined in the Merger
Agreement) and shall continue for up to six (6) months after December 5,
2009. Upon the expiration or termination of this
Agreement for any reason, HMS, HNC, and HNC Bank or any of their
subsidiaries or affiliates shall have no further obligations under this
Agreement other than payment of any earned but unpaid
compensation.
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3.
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All
provisions of the Employment Agreement not specifically modified or
amended by this Amendment shall remain in force and continue in effect
pursuant to their terms.
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4.
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The
Employment Agreement and this Amendment may be terminated and canceled at
any time upon the request of Harleysville National Bank’s or Harleysville
National Corporation’s regulators.
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5.
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The
Amendment shall be effective as of the day and year first written
above.
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IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date first above
written.
ATTEST:
HARLEYSVILLE MANAGEMENT
SERVICES, LLC
/s/ Jo Xxx X.
Xxxxx
By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
President and Chief Executive Officer
WITNESS: EXECUTIVE
/s/ Xxxxx X.
Xxxxxxx
/s/ Jo Xxx X.
Xxxxx
Xxxxx X. Xxxxxxx
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