EXHIBIT 10.3
EMPLOYMENT AGREEMENT
AGREEMENT made this 29th day of August 1991 by and between
Jersey Shore State Bank, a banking institution organized and
existing by and under the laws of the Commonwealth of
Pennsylvania and having its principal place of business at
000 Xxxxx Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx of Lycoming,
Commonwealth of Pennsylvania, hereinafter referred to as "Bank".
AND
Xxxxxx X. Xxxxx, an individual residing at 000 Xxxxxx Xxxx,
Xxxxxxxxxxxxx, Xxxxxx of Lycoming, Commonwealth of Pennsylvania,
hereinafter referred to as "Xxxxx".
WITNESSETH, that for and in consideration of the mutual
covenants hereinafter contained and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Bank agrees to employ Xxxxx and Xxxxx agrees to serve
as Senior Vice President for Lending for Jersey Shore State Bank
with the duties, for the period of time and upon the terms as
hereinafter set forth.
2. Xxxxx shall serve as Senior Vice President for Lending
of the Jersey Shore State Bank for a five year term commencing
September 8, 1991.
3. Xxxxx shall diligently and conscientiously devote his
full and exclusive time and attention and his best efforts to the
discharge of his duties as Senior Vice President for Lending of
the Jersey Shore State Bank, subject, however, to such exceptions
as may be provided hereinafter, which duties shall include the
following:
A. He shall perform and discharge all of the duties
usually and customarily incident to the office of Senior
Vice President for Lending.
B. He shall perform and discharge all of the duties
imposed upon his office by any of the terms and provisions
of the banking laws of the United States and of the
Commonwealth of Pennsylvania and by any rule or regulation
of any other department or agency of the United States or
the Commonwealth of Pennsylvania.
C. He shall perform such specific duties as shall,
from time to time, be properly and reasonably assigned to
him by the President or the Board of Directors.
D. He shall keep himself informed at all times as to
current philosophies and trends as well as changes in the
laws and regulations pertaining to banking and
commercial lending and shall make suggestions and
recommendations to the President in accordance therewith.
4. As compensation for his services, Jersey Shore State
Bank shall pay Xxxxx the sum of seventy thousand dollars
($70,000.00) annually, payable in equal installments in
accordance with the Bank's regular pay periods for officers.
Increases in compensation shall be determined in accordance with
the annual performance evaluation set forth in Paragraph 6. In
the event that Xxxxx does not receive an increase in compensation
on each annual anniversary date during the term of this
agreement, then Xxxxx shall have the right to terminate this
agreement upon 60 days written notice to Bank.
5. The Bank shall, during the term of this agreement, at
its sole cost and expense provide the following for Xxxxx:
A. A suitable automobile for use by Xxxxx for
business purposes.
B. Membership and annual dues in the Xxxx Club of
Williamsport or similar organization.
C. All benefits, set forth in the Employee Handbook
which is attached hereto.
D. Three weeks annual vacation.
6. The President shall evaluate and assess the performance
of Xxxxx, in writing, at the end of each year during the term of
this agreement. This evaluation and assessment shall be related
to the duties as set forth herein, as well as those enumerated in
the Bank handbook. A copy of the written evaluation shall be
delivered to Xxxxx and he shall have the right to make a written
reaction or response to the evaluation. The President shall
assist Xxxxx in the alleviation and correction of any problems
noted.
7. The Bank may terminate this agreement for cause, after
written notice to Xxxxx and a failure to remedy the cause within
thirty (30) days of the receipt of the written notification of
the conduct constituting such cause. Cause shall mean willful
misconduct or refusal in carrying out the duties of Senior Vice
President for Lending or willful refusal to perform the duties of
the office of Senior Vice President for Lending or any such other
duties assigned by the President or Board of Directors. If the
Bank otherwise terminates this agreement, the Bank shall pay
Xxxxx one-half the salary as provided for herein for the period
of time between the date of termination and the end of the term
of this agreement, or the date on which Xxxxx commences
comparable employment on a full time basis elsewhere, whichever
occurs first.
8. If Xxxxx dies during the term of this agreement or
become disabled rendering it impossible for him to perform the
normal duties of his office, then this agreement shall terminate.
In the event of termination by death or disability, Xxxxx or his
estate shall be paid an amount equal to six (6) months
compensation or the balance due under this contract, whichever is
less.
9. Xxxxx shall have the right to terminate this agreement
upon sixty (60) days written notice in the event that during the
term of the agreement, he is reduced to a position of lesser
statute and authority than Senior Vice President for Lending. In
such event, Bank shall pay Xxxxx the balance of all sums due
under the contract up to the date of termination.
10. If during the term of this contract, Xxxxx voluntarily
terminates otherwise than as set forth in Paragraph 9 above,
Xxxxx shall not work for another banking institution having an
office in Lycoming County, Pennsylvania for a period of one year
after the date of termination.
11. This agreement shall inure to the benefit of and be
binding upon the Bank, its successors and assigns, including,
without limitation, any corporation which may acquire all or
substantially all of the Bank's assets and business or into which
the Bank may be consolidated or merged, and the executive, his
heirs, executors, administrators and legal representatives.
12. This agreement may be modified as the parties from time
to time may agree in writing, which modification, duly executed,
shall be incorporated herein by reference.
13. This agreement shall automatically renew for successive
five year terms unless either party gives written notice to the
other of its intent not to renew at least (60) days prior to the
end of any term herein.
14. This agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have caused this agreement
to be signed the day and year first above written.
JERSEY SHORE STATE BANK
By
ATTEST President
Xxxxxx X. Xxxxx
PAGE 3
FIRST ADDENDUM TO EMPLOYMENT AGREEMENT
THIS FIRST ADDENDUM TO EMPLOYMENT AGREEMENT made this
27th day of August, 1996, between JERSEY SHORE STATE BANK and
XXXXXX X. XXXXX, is as follows:
WHEREAS, on August 29, 1991, the above-referenced parties
executed an Employment Agreement; and
WHEREAS, the parties hereto wish to amend paragraph 7.
thereof.
THEREFORE, the parties hereto, intending to be legally bound
hereby, amend paragraph 7. as follows:
7. The Bank may terminate this agreement for
cause, after written notice to Xxxxx and a failure to
remedy the cause within thirty (30) days of the receipt
of the written notification of the conduct constituting
such cause. Cause shall mean willful misconduct or
refusal in carrying out the duties of Senior Vice
President for Lending or willful refusal to perform the
duties of the office of Senior Vice President for
Lending or any such other duties assigned by the
President or Board of Directors. In the event of a
termination for cause as set forth above, the Bank
shall pay Xxxxx one-half (1/2) of the salary as
provided for herein for the period of time between the
date of termination and the end of the term of this
agreement, or the date on which Xxxxx commences
comparable employment on a full time basis elsewhere,
whichever occurs first. If the Bank terminates this
agreement for no cause, as defined above, the Bank
shall pay Xxxxx his full salary as provided for herein
for the period of time between the date of termination
and the end of the term of this agreement, or the date
on which Xxxxx commences comparable employment on a
full time basis elsewhere, whichever occurs first.
In all other respects, the Employment Agreement dated
August 29, 1991 will remain in full force and effect.
ATTEST: JERSEY SHORE STATE BANK
By
President
WITNESS:
Xxxxxx X. Xxxxx
