EXHIBIT 10.27
FORM OF
EMPLOYMENT AGREEMENT
(for Leader Vs)
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into on
______________, 2000, by and between Waypoint Bank, a federally-chartered
savings bank and its successors (the "Bank") with its principal office located,
Harrisburg, Pennsylvania [alternatively, this employment agreement may be
entered into with a subsidiary of the Bank or of Waypoint Financial Corp., and
appropriate changes will be made to the parties], and _________ a resident of
Pennsylvania ("Executive") any reference herein to "Company" shall refer to
Xxxxxx Financial, MHC, Xxxxxx Financial, Inc., Waypoint Financial Corp. and any
and all of their subsidiaries, including subsidiaries of the Bank [or _________]
WHEREAS, the "Bank" and Executive wish to enter into an Employment
Agreement to evidence the terms and conditions of Executive's employment with
the Bank or the Bank's subsidiary [or __________] and to provide for Executive's
employment by the Bank [or __________], upon the terms and conditions set forth
herein:
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Employment. The Bank [or __________] hereby agrees to employ
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Executive, and Executive hereby accepts such employment and agrees to perform
his duties and responsibilities, in accordance with the terms, conditions and
provisions hereinafter set forth.
1. 1. Employment Term. The term of Executive's employment under this
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Agreement shall commence on ______________, 2000 (the "Effective Date") and
shall continue for twenty-four (24) consecutive months, or until ____________,
2002 (the "Employment Term").
1.2. Duties and Responsibilities. The Bank [or __________] hereby
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appoints Executive as __________ Officer of the Bank [or __________] Officer of
_________, a wholly owned subsidiary of Bank). During the Employment Term,
Executive shall perform all duties and accept all responsibilities incident to
the position of a senior executive officer of Bank [or __________] as may be
assigned to him by the Board.
1.3. Extent of Service. During the Employment Term, Executive agrees to
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use his best efforts to carry out his duties and responsibilities under Section
1.2 hereof and, consistent with the other provisions of this Agreement, to
devote substantially all his business time, attention and energy thereto. The
foregoing shall not be construed as preventing Executive from continuing in any
director capacities in which he is currently involved or from making investments
in other businesses or enterprises provided that Executive agrees not to engage
in any other business activity which, in the reasonable judgment of the Board,
is likely to interfere with his ability to discharge his duties and
responsibilities to the Bank [or __________]. Executive further agrees not to
accept any new positions on either a part time or independent contracting basis
for any other business or enterprise during the Employment Term without the
prior written consent of the Board.
1.4. Base Salary. For all the services rendered by Executive hereunder,
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the Bank [or __________], shall pay Executive a base salary ("Base Salary"),
commencing on the Effective Date, at the annual rate of $____________, payable
in installments at such times as the Bank [or __________] customarily pays its
other senior level executives (but in any event no less often than monthly). The
Board pursuant to its normal performance review policies shall review
executive's Base Salary annually for appropriate adjustment (but shall not be
reduced below the then current level) for senior level executives.
1.5. Retirement and Benefit Coverages and Perquisite. During the
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Employment Term, Executive shall be entitled to participate in all (a) employee
pension and retirement plans and programs ("Retirement Plans") and (b) welfare
benefit plans and programs ("Benefit Coverages"), in each case made available to
the Bank's [or __________] employees generally, as such Retirement Plans or
Benefit Coverages may be in effect from time to time.
1.6. Reimbursement of Expenses and Vacation. Executive shall be provided
--------------------------------------
with reimbursement of expenses related to his employment by the Bank [or ______]
on a basis no less favorable than that which may be authorized from time to time
for senior level executives as a group, and entitled to vacation and holidays in
accordance with the Bank's [or __________] normal personnel policies for senior
level executives.
1.7. Short Term Incentive Compensation. Executive shall be entitled to
---------------------------------
participate in any short-term incentive compensation programs established by the
Bank [or __________] for its senior level executives generally. Bonuses under
any short-term incentive compensation programs shall be based upon achievement
of certain annual individual or business performance objectives specified and
approved by the Board (or a Committee thereof) in its sole discretion.
2. Confidential Information. Executive recognizes and acknowledges that
------------------------
by reason of his employment by and service to the Bank [or __________], during
and, if applicable, after the Employment Term, he will have access to certain
confidential and proprietary information relating to the Bank's and its
subsidiaries [or ________ and its subsidiaries] business, which may include, but
is not limited to, trade secrets, trade "know-how", customer information,
supplier information, cost and pricing information, marketing and sales
techniques, strategies and programs, computer programs and software and
financial information (collectively referred to as "Confidential Information").
Executive acknowledges that such Confidential Information is a valuable and
unique asset of the Bank and its subsidiaries [or ________ and its subsidiaries]
and Executive covenants that he will not, unless expressly authorized in writing
by the Board, at any time during the course of his employment use any
Confidential Information or divulge or disclose any Confidential Information to
any person, firm or corporation except in connection with the performance of his
duties for the Bank and its subsidiaries [or ________ and its subsidiaries] and
in a manner consistent with the Bank's and its subsidiaries'[or ________ and its
subsidiaries] policies regarding Confidential Information. Executive also
covenants that at any time after the termination of such employment, he will
not, directly or indirectly, use any Confidential Information or divulge or
disclose any Confidential Information to any person, firm or corporation, unless
such information is in the public domain through no fault of Executive or except
when required to do so by a court of law, by any governmental agency having
supervisory
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authority over the business of the Bank and its subsidiaries [or ________ and
its subsidiaries] by any administrative or legislative body (including a
committee thereof) with apparent jurisdiction to order him to divulge, disclose
or make accessible such information in which case Executive will inform the Bank
and its subsidiaries [or ________ and its subsidiaries] in writing promptly of
such required disclosure, but in any event at least two business days prior to
disclosure. All written Confidential Information (including, without limitation,
in any computer or other electronic format) which comes into Executive's
possession during the course of his employment shall remain the property of the
Bank and its subsidiaries [or ________ and its subsidiaries]. Except as required
in the performance of Executive's duties for the Bank and its subsidiaries [or
________ and its subsidiaries], or unless expressly authorized in writing by the
Board, Executive shall not remove any written Confidential Information from the
Bank's and its subsidiaries' [or ________ and its subsidiaries] premises, except
in connection with the performance of his duties for the Bank and its
subsidiaries and in a manner consistent with the Bank's and its subsidiaries'
[or ________ and its subsidiaries] policies regarding Confidential Information.
Upon termination of Executive's employment, Executive agrees immediately to
return to the Bank and its subsidiaries [or ________ and its subsidiaries] all
written Confidential Information in his possession.
3. Enforcement of Obligations. Executive acknowledges that the
--------------------------
restrictions contained in Sections 2 are reasonable and necessary to protect the
legitimate interests of the Bank and its subsidiaries, that the Bank and its
subsidiaries [or ________ and its subsidiaries] would not have entered into this
Agreement in the absence of such restrictions, and that any violation of any
provision of those Sections will result in irreparable injury to the Bank and
its subsidiaries [or ________ and its subsidiaries]. Executive further
represents and acknowledges that (i) he has been advised by the Bank and its
subsidiaries [or ________ and its subsidiaries] to consult his own legal counsel
with respect to this Agreement; and (ii) that he has, prior to execution of this
Agreement, reviewed thoroughly this Agreement with his counsel. Executive
agrees that the Bank and its subsidiaries [or ________ and its subsidiaries]
shall be entitled to preliminary and permanent injunctive relief, without the
necessity of proving actual damages, as well as to an equitable accounting of
all earnings, profits and other benefits arising from any violation of Section
2, which rights shall be cumulative and in addition to any other rights or
remedies to which the Bank and its subsidiaries [or ________ and its
subsidiaries] may be entitled. In the event that any of the provisions of
Section 2 should ever be adjudicated to exceed the time, geographic, product or
service, or other limitations permitted by applicable law in any jurisdiction,
then such provisions shall be deemed reformed in such jurisdiction to the
maximum time, geographic, product or service, or other limitations permitted by
applicable law. Executive irrevocably and unconditionally (i) agrees that any
suit, action or other legal proceeding arising out of this Agreement in which
any party is seeking in whole or in part any form of equitable relief, including
without limitation, any action commenced by the Bank and its subsidiaries [or
________ and its subsidiaries] for preliminary and permanent injunctive relief
and other equitable relief, may be brought in any court of competent
jurisdiction in Dauphin County, Pennsylvania; (ii) consents to the nonexclusive
jurisdiction of any court in any such suit, action or proceeding; and (iii)
waives any objection which Executive may have to the laying of venue of any such
suit, action or proceeding in any such court. Executive also irrevocably and
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unconditionally consents to the service of any process, pleadings, notices or
other papers in a manner permitted by the notice provisions of Section 9.
4. Termination. The Employment Term shall terminate upon the occurrence
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of any one of the following events:
4.1. Disability. The Bank [or __________] may terminate the Employment
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Term if Executive is unable substantially to perform his duties and
responsibilities hereunder to the full extent required by the Board by reason of
illness, injury or incapacity for six consecutive months, or for more than six
months in the aggregate during any period of twelve calendar months which shall
not be deemed to prejudice Executive's rights to receive long-term disability
benefit under any Bank [or __________] plan; provided, however, that the Bank
[or __________] shall continue to pay Executive his Base Salary until the Bank
[or __________] acts to terminate the Employment Term. In addition, Executive
shall be entitled to receive (i) any other amounts earned, accrued or owing but
not yet paid under Section 1 above and (ii) any other benefits, in accordance
with the terms of any applicable plans and programs of the Bank o[or _________].
Otherwise, the Bank [or __________] shall have no further liability or
obligation to Executive for compensation under this Agreement. Executive agrees,
in the event of a dispute under this Section 4.1, to submit to a physical
examination by a licensed physician selected by the Board.
4.2. Death. The Employment Term shall terminate in the event of
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Executive's death. In such event, the Bank [or __________] shall pay to
Executive's executors, legal representatives or administrators, as applicable,
an amount equal to the installment of his Base Salary set forth in Section 1.4
hereof for the month in which he dies.
4.3. Cause. The Bank [or __________] may terminate the Employment Term, at
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any time, for "cause" upon 30 days' written notice, in which event all payments
under this Agreement shall cease, except for Base Salary to the extent already
accrued, and any other vested benefits to which Executive is entitled by
applicable law, in accordance with the terms of any applicable plans and
programs of the Bank [or __________]. For purposes of this Agreement,
termination for cause shall include termination because of Executive's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of nay law, rule, or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order or material breach of any provision of
this Agreement. For purposes of this Agreement, an act or omission on the part
of Executive shall be deemed "willful" only if it was not due primarily to an
error in judgment or negligence and was done by Executive not in good faith and
without reasonable belief that the act or omission was in the best interest of
the Bank [or __________].
4.4. Termination Without Cause. The Bank [or __________] may remove
-------------------------
Executive, at any time without cause from the position in which he is employed
hereunder; provided, however, that, in the event that notice of such termination
is given, Executive shall be under no obligation to render any additional
services to the Bank [or __________] and shall be allowed to seek other
employment. In addition, Executive shall be entitled to resign upon providing
two (2)
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weeks written notice to the Bank (or named subsidiary). Upon any such removal or
resignation and expressly contingent upon Executive executing an Agreement and
General Release in favor of the Bank, Company [or __________] as well as York
Financial, Inc., York Federal Savings and Loan Association and their
subsidiaries ("Release Agreement" in a form similar to the Agreement and General
Release attached hereto as Appendix A. Executive shall be entitled to receive,
commencing within thirty (30) days of tendering a binding Release Agreement,
payments equal to the Base Salary payable for the remaining term of the
Agreement. Said payments to be payable in a lump sum, monthly, annually or
otherwise as agreed by the parties. In addition, Executive shall be entitled to
a continuation of health benefits on the same terms as the Bank's [or _________]
other employees, for a period of fifty-two (52) weeks, reduced (but not below-0-
) by the number of weeks that such person was employed by the Bank [or _____].
Executive acknowledges and agrees that the benefits to be provided to Executive
pursuant to this Section 4.4 are expressly contingent upon Executive executing a
binding Release Agreement. No other payments or benefits shall be due under this
Agreement to Executive, but Executive shall be entitled to any other vested
benefits in accordance with the terms of any applicable plans and programs of
the Bank [or __________].
4.5 Required Provisions. If Executive is suspended from office and/or
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temporarily prohibited from participating in the conduct of the Bank's affairs
by a notice served under section 8(e)(3) or (g)(1) of the Federal Deposit
Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)), as amended by the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, the Bank's
obligations under this Agreement shall be suspended as of the date of service
unless stayed by appropriate proceedings. If the charges in the notice are
dismissed, the Bank may in its discretion (i) pay Executive all or part of the
compensation withheld while its contract obligations were suspended and (ii)
reinstate (in whole or in part) any of its obligations which were suspended.
If Executive is removed and/or permanently prohibited from participating in
the conduct of the Bank's affairs by an order issued under section 8(e)(4) or
(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) and (g)(1)),
as amended by the Financial Institutions Reform, Recovery and Enforcement Act of
1989, all obligations of the Bank under this Agreement shall terminate as of the
effective date of the order, but vested rights of the contracting parties shall
not be affected. In the case of termination or removal of the Executive by an
order issued under section 8(e)(4) of the Federal Deposit Insurance Act (12
U.S.C. 1818(e)(4)), as amended by the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, the Company shall, if it deems the reinstatement of
the Executive to his former position to be in the best interest of the Company,
use its best efforts to appeal and overturn such order.
If the Bank is in default (as defined in section 3(x)(1) of the Federal
Deposit Insurance Act as amended by the Financial Institutions Reform, Recovery
and Enforcement Act of 1989), all obligations under this Agreement shall
terminate as of the date of default, but this paragraph shall not affect any
vested rights of the contracting parties.
All obligations under this Agreement shall be terminated, except to the
extent determined
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that continuation of this Agreement is necessary for the continued operation of
the Bank:
(i) by the Office of Thrift Supervision ("OTS"), at the time the Federal
Deposit Insurance Corporation enters into an agreement to provide
assistance to or on behalf of the Bank under the authority contained
in section 13(c) (12 U.S.C. (S)1823(c)) of the Federal Deposit
Insurance Act; or
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(ii) by the OTS, at the time the OTS approves a supervisory merger to
resolve problems related to operation of the Bank or when the Bank is
determined by the OTS to be in an unsafe or unsound condition.
Any payments made to Executive pursuant to this Agreement, or otherwise,
are subject to and conditioned upon their compliance with 12 U.S.C. 1828(k) and
any regulations promulgated thereunder.
5. Certain Reductions in Payments. If the aggregate payments or benefits
------------------------------
to be made or afforded to Executive pursuant to this Agreement (and any other
plans, programs and arrangements maintained by the Bank [or __________]) (the
"Termination Benefits") would constitute "excess parachute payments" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code") or any successor thereto, and if such Termination Benefits were reduced
to an amount (the "Non-Triggering Amount"), the value of which is one dollar
($1.00) less than an amount equal to three times Executive's "base amount,"
(determined in accordance with Code Section 280G), then the Termination Benefits
shall be reduced to the Non-Triggering Amount. Executive shall determine the
allocation of the reduction required hereby among the Termination Benefits.
Notwithstanding the foregoing, if after application of the preceding sentences
of this Section 5, it is determined that the Executive received an excess
parachute payment despite the reduction in the Executive's Termination Benefits,
the excess of such Termination Benefits paid to the Executive over 2.99 times
the Executive's "base amount," as defined in Section 280G of the Code, shall be
treated as a loan to the Executive, and the Executive shall be required to repay
such amount to the Bank [or __________], or the successor of the Bank [or ____],
in consecutive annual installments over a period not to exceed ten years of the
date of such determination, with interest at the prime rate plus 2% as set forth
from time to time in The Wall Street Journal.
6. Survivorship. The respective rights and obligations of the parties
------------
hereunder shall survive any termination of Executive's employment to the extent
necessary to the intended preservation of such rights and obligations and shall
be binding on all successors and assigns to the Company, the Bank and their and
its subsidiaries which shall obtain the affirmation of any successor or assign
prior to the assignment.
7. Mitigation. Executive shall not be required to mitigate the amount of
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any payment or benefit provided for in this Agreement by seeking other
employment or otherwise and there shall be no offset against amounts due
Executive under this Agreement on account of any remuneration attributable to
any subsequent employment that he may obtain.
8. Arbitration: Expenses. In the event of any dispute under the
---------------------
provisions of this Agreement other than a dispute in which the primary relief
sought is an equitable remedy such as an injunction, the parties shall be
required to have the dispute, controversy or claim settled by arbitration in
Harrisburg, Pennsylvania in accordance with the National Rules for the
Resolution of Employment Disputes then in effect of the American Arbitration
Association, before a panel of three arbitrators, two of whom shall be selected
by the Bank [or __________] and Executive,
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respectively, and the third of whom shall be selected by the other two
arbitrators. Any award entered by the arbitrators shall be final, binding and
nonappealable and judgment may be entered thereon by either party in accordance
with applicable law in any court of competent jurisdiction. This arbitration
provision shall be specifically enforceable. The arbitrators shall have no
authority to modify any provision of this Agreement or to award a remedy for a
dispute involving this Agreement other than a benefit specifically provided
under or by virtue of the Agreement. If Executive prevails on any material issue
which is the subject of such arbitration or lawsuit, the Bank [or __________]
shall be responsible for all of the fees of the American Arbitration Association
and the arbitrators and any expenses relating to the conduct of the arbitration
(including reasonable attorneys' fees and expenses). Otherwise, each party shall
be responsible for his or its own expenses relating to the conduct of the
arbitration (including reasonable attorneys' fees and expenses) and shall share
the fees of the American Arbitration Association.
9. Notices. All notices and other communications required or permitted
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hereunder or necessary or convenient in connection herewith shall be in writing
and shall be deemed to have been given when hand delivered or mailed by
registered or certified mail to the last known address of the Executive, as set
forth on the payroll records, or to the principal office of the Bank [or _____].
10. Contents of Agreements Amendment and Assignment.
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(a) This Agreement sets forth the entire understanding between the parties
hereto with respect to the subject matter hereof and cannot be changed,
modified, extended or terminated except upon written amendment approved by the
Board and executed on its behalf by a duly authorized officer and by Executive.
(b) All of the terms and provisions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective heirs,
executors, administrators, legal representatives, successors and assigns of the
parties hereto, except that the duties and responsibilities of Executive
hereunder are of a personal nature and shall not be assignable or delegable in
whole or in part by Executive. The Bank [or __________] shall require any
successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or
assets of the Bank [or __________], by agreement in form and substance
satisfactory to Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the extent the Bank [or __________] would be
required to perform if no such succession had taken place.
11. 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 provision or application of this Agreement which can be given
effect without the invalid or unenforceable provision or application and shall
not invalidate or render unenforceable such provision or application in any
other jurisdiction. If any provision is held void, invalid or unenforceable
with respect to
8
particular circumstances, it shall nevertheless remain in full force and effect
in all other circumstances.
12. Remedies Cumulative; No Waiver. No remedy conferred upon a party by
------------------------------
this Agreement is intended to be exclusive of any other remedy, and each and
every such remedy shall be cumulative and shall be in addition to any other
remedy given hereunder or now or hereafter existing at law or in equity. No
delay or omission by a party in exercising any right, remedy or power hereunder
or existing at law or in equity shall be construed as a waiver thereof, and any
such right, remedy or power may be exercised by such party from time to time and
as often as may be deemed expedient or necessary by such party in its sole
discretion.
13. Beneficiaries/References. Executive shall be entitled, to the extent
------------------------
permitted under any applicable law, to select and change a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
Executive's death by giving the Bank [or __________] written notice thereof.
In the event of Executive's death or a judicial determination of his
incompetence, reference in this Agreement to Executive shall be deemed, where
appropriate, to refer to his beneficiary, estate or other legal representative.
14. Miscellaneous. All section headings used in this Agreement are for
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convenience only. This Agreement may be executed in counterparts, each of which
is an original. It shall not be necessary in making proof of this Agreement or
any counterpart hereof to produce or account for any of the other counterparts.
15. Withholding. The Bank [or __________] may withhold from any payments
-----------
under this Agreement all federal, state and local taxes as the Bank [or _______]
is required to withhold pursuant to any law or governmental rule or regulation.
Executive shall bear all expense of, and be solely responsible for, all federal,
state and local taxes due with respect to any payment received hereunder.
16. Governing Law. This Agreement shall be governed by and interpreted
-------------
under the Laws of the Commonwealth of Pennsylvania without giving effect to any
conflict of laws provisions.
17. Corporate Authority. The Bank [or __________] along with its parents,
-------------------
including Xxxxxx Financial, MHC, Xxxxxx Financial, Inc. and Waypoint Financial
Corp., hereby represents that it has taken all required corporate action in
accordance with the provisions of its bylaw and certificate of incorporation to
enter into and to carry out the terms of this Agreement.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement effective as of _________________, 2000.
ATTEST: WAYPOINT BANK
______________________________ By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXX FINANCIAL, INC.
______________________________ By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXX FINANCIAL, MHC.
______________________________ By:_________________________________________
Name:_______________________________________
Title:______________________________________
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WAYPOINT FINANCIAL CORP.
______________________________ By:_________________________________________
Name:_______________________________________
Title:______________________________________
WITNESS: EXECUTIVE
______________________________ By:_________________________________________
Name:_______________________________________
Title:______________________________________
11
EXHIBIT A
SAMPLE
(NOT TO BE SIGNED OR RETURNED)
AGREEMENT AND GENERAL RELEASE
This _____ day of _______________, 2000, Waypoint Bank, including Xxxxxx
Financial, M.H.C., Xxxxxx Financial, Inc., Waypoint Financial Corp., York
Financial Corp., York Federal Savings and Loan Association and its affiliates,
subsidiaries, divisions, successors, successors by merger, name or otherwise,
assigns, and the officers, directors, employees, and agents thereof
(collectively "Employer"), and ________________________ ("Employee") agree that:
1. Subject to the provisions of Paragraph 2 below, in consideration for
signing this Agreement and General Release, and in compliance with the promises
made herein, Employer agrees to pay Employee ___ weeks of severance pay in the
lump sum amount of $ , less payroll and other deductions on the first
normal payroll date following employee's termination of employment coincident
with or following the effective date of the merger of York Financial Corp. with
and into New Xxxxxx Financial, Inc. ("Merger"). As further consideration for
Employee's signing this Agreement and General Release, Employer agrees to pay
the basic health plan continuation coverage costs ("COBRA" of Employee for ___
weeks of Employee's COBRA continuation coverage period or if earlier, up to the
date Employee becomes eligible to participate under another group health plan (
"Supplemented COBRA Period" ) in the same percentages which Employer then pays
for basic health care coverage for its active employees. Employee shall be
responsible for payment of the portion of the COBRA premium not paid by Employer
during the Supplemented COBRA Period and for all COBRA costs following the
Supplemented COBRA Period. Provided however, Employer shall pay the above-
referenced percentage of COBRA costs provided Employee was a participant under
Employer's health plan at the time of Employee's termination and Employee makes
an affirmative election for COBRA coverage.
2. Employee understands and agrees that he/she will not be entitled to
receive the payments specified in Paragraph 1, unless he/she executes this
Agreement and General Release, fulfills the promises contained herein and does
not voluntarily terminate his/her employment or is not terminated from
employment for cause prior to the Merger. If Employee should voluntarily
terminate his/her employment or be terminated for cause by Employer prior to the
Merger, Employee will forfeit any rights he/she may have to the benefits
described in Paragraph 1.
3. Employee knowingly and voluntarily releases and forever discharges
Employer, of and from any and all claims, known and unknown, which Employee,
his/her heirs, executors, administrators, successors, and assigns have or may
have against Employer that accrued or arose at any time prior to the execution
of this Agreement and General Release, including, but not limited to, any
alleged violations of Title VII of the Civil Rights Act; the Employee Retirement
Income Security Act; the Americans with Disabilities Act; the Family and Medical
Leave Act;
A-1
the Fair Labor Standards Act; the Age Discrimination in Employment Act; the
Older Workers Benefit Protection Act; the Pennsylvania Human Relations Act; the
Pennsylvania Wage Payment and Collection Law;" 1981-1988 of Title 42 of the
U.S.C.; the Immigration Reform and Control Act; the National Labor Relations
Act; any amendments to the foregoing statutes; any other federal, state, or
local civil rights or employment-related law, regulation, or ordinance; any
public policy, contract, tort, or common law, including wrongful discharge,
reliance, or promissory estoppel; and any allegations for costs, fees, or other
expenses, including attorneys' fees.
4. Employee waives his/her right to file any action, charge, or complaint
on his/her own behalf, and to participate in any action, charge, or complaint
which may be made by any other person or organization on his/her behalf, with
any federal, state, or local judicial body, court, or administrative agency
against Employer, except where such waiver is prohibited by law. Should any such
action, charge, or complaint be filed, Employee agrees that he/she will not
accept any relief or recovery therefrom. Employee confirms that no action,
charge, or complaint of any kind is currently pending of which Employee is a
party or has knowledge. Except as prohibited by law, in the event that any such
action, charge, or complaint is filed, it shall be dismissed with prejudice upon
presentation of this Agreement and General Release and Employee shall reimburse
Employer for the fees and costs, including attorneys' fees, of defending such
action, charge, or complaint.
5. Employee agrees not to disclose any information regarding the
existence or substance of this Agreement and General Release, except to any
attorney with whom Employee chooses to consult regarding this Agreement, tax
advisors, immediate family members, or where such disclosure is required by law.
6. Employee agrees that neither this Agreement and General Release
nor the furnishing of the consideration for this Release shall be deemed or
construed at any time for any purpose as an admission by Employer of any
liability or unlawful conduct of any kind.
7. Employee agrees not to disclose any proprietary or confidential
policies, procedures, practices, trade secrets, or any other confidential
information of Employer to any person or entity, at any time, under any
circumstances.
8. In the event that Employee breaches, attempts to breach, or intends to
breach any provision of this Agreement and General Release, Employee agrees that
Employer will be entitled to proceed in any court of law or equity to stop or
prevent such breach, and will be entitled to any and all forms of relief,
including injunctive relief. Employee further agrees to reimburse Employer for
all fees and costs, including attorneys' fees, incurred as a result thereof.
9. Should any provision of this Agreement and General Release be declared
illegal or unenforceable by any court of competent jurisdiction and cannot be
modified to be enforceable, including the Release language, such provisions
shall immediately become null and void, leaving the remainder of this Agreement
and General Release in full force and effect.
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However, if any portion of the Release language were ruled to be unenforceable
for any reason, Employee shall immediately return the consideration paid
hereunder to Employer.
10. By signing this Agreement, Employee represents and agrees that:
(a) this Agreement is entered into knowingly and voluntarily;
(b) that he/she is receiving consideration from Employer in addition
to anything of value to which he/she is already entitled;
(c) that he/she has been given at least forty-five (45) days to
consider this Agreement and has chosen to execute it on the date
set forth below his/her signature;
(d) that he/she knowingly and voluntarily intends to be legally bound
by this Agreement;
(e) that he/she has been provided with the job titles and ages of all
individuals within the same organizational unit who were/were not
terminated and who were/were not offered severance benefits
(Exhibit "A");
(f) that he/she has been advised to consult with an attorney; and
(g) that he/she has seven (7) days following the execution of this
Agreement to revoke the same, in which case the obligations of
the parties to this Agreement shall be null and void, including
all obligations contained in Paragraph 1.
11. This Agreement and General Release may not be modified, altered,
changed or terminated except upon express written consent of both parties.
Provided however, notwithstanding any provision of this Agreement to the
contrary, this Agreement shall become null and void and of no force or effect
and no benefits shall be due or paid pursuant to Paragraph 1 if the Merger shall
not be consummated.
12. This Agreement and General Release sets forth the entire agreement
between the parties hereof, and fully supersedes any prior agreements or
understandings between the parties.
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XXXXXX SAVINGS BANK
____________________________ By:___________________________
Witness Date:_________________________
EMPLOYEE
______________________________ ______________________________
Witness Print Name
______________________________
Signature
Date:_________________________
A-4
