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EXHIBIT 2.1
AMENDMENT NUMBER 2
TO THE
EMPLOYMENT AGREEMENT
BETWEEN
XXXXXXX INSURANCE ASSOCIATES, INC.
AND
XXXXXX X. XXXXXXXXX
WHEREAS, Xxxxxxx Insurance Associates, Inc. (the "Employer") and Xxxxxx
X. Xxxxxxxxx (the "Employee") entered into an Employment Agreement dated
December 29, 2000, which was subsequently amended on October 1, 2003 (as
amended, referred to hereinafter as the "Agreement");
WHEREAS, the term of the Agreement is for a four year term expiring
December 29, 2004;
WHEREAS, on December 8, 0000, Xxxxxxxxx Xxxxxxxxxxxx Financial Corp.
("NPFC"), the parent holding company of the Employer, entered into an Agreement
and Plan of Merger with KNBT Bancorp, Inc. (the "Company") pursuant to which
NPFC and the Company will merge;
WHEREAS, the Company would like the Employer to extend the term of the
Agreement for an approximately 18 month period such that the term of the
Agreement will expire on July 2, 2006 in order to allow an orderly transition
and integration of the operations of the Employer into those of the Company; and
WHEREAS, the Board of Directors of the Employer and Employee desire to
amend the Agreement to reflect certain mutually agreed upon revisions.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the Employers and Executive do hereby agree to amend the Agreement as
follows:
1. Section 2.1 is deleted in its entirety and replaced with the following:
2.1: Employer and Employee agree that the term of this
employment agreement shall be until July 2, 2006 unless further
extended or terminated in accordance with the terms and conditions
hereinafter set forth.
2. Section 2.2 is deleted in its entirety and replaced with the following:
The term of this Agreement may be extended in the discretion
of the Employer unless the Employee elects not to accept such extension
of the term hereof by providing Employer written notice thereof.
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3. All other sections and provisions in the Agreement shall continue in full
force and effect and are incorporated by reference into this Amendment No. 2.
This Amendment No. 2 to the Agreement shall be deemed effective as of
December 29, 2004.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
No. 2 to the Agreement as of this 29th day of December 2004.
XXXXXXX INSURANCE ASSOCIATES, INC.
ATTEST:
/s/Xxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Witness Title: Chairman
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EMPLOYER
/s/Xxxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxxxx
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Witness Xxxxxx X. Xxxxxxxxx
