Exhibit 10.30
RETIREMENT AGREEMENT AND GENERAL RELEASE
This Retirement Agreement and General Release is made and entered into on
this ____ day of ____________, 2000, by and between Xxxxxx Financial, M.H.C.,
Xxxxxx Financial, Inc., Xxxxxx Savings Bank, and New Xxxxxx Financial, Inc., its
successors, assigns, subsidiaries, and affiliates (collectively "Xxxxxx") and
Xxxxx X. Xxxxxxx ("Executive").
WHEREAS, Executive has been employed by Xxxxxx since January 11, 1988, and
is currently employed as Executive Vice President, Chief Financial Officer of
Xxxxxx Savings Bank; and
WHEREAS, Executive has indicated his desire to retire as an employee and
officer of Xxxxxx; and
WHEREAS, in recognition of the valuable services and contributions to
Xxxxxx made by Executive, Xxxxxx is willing to provide certain salary
continuation benefits to Executive for a limited period upon his retirement.
NOW THEREFORE, in consideration of the foregoing, the promises and
covenants contained herein and other good and valuable consideration, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Retirement. Executive and Xxxxxx hereby agree that Executive will
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retire (terminate his employment) as an employee and officer of Xxxxxx effective
on the later of (a) December 31, 2000; or (b) the effective date of the merger
of York Financial, Inc. into New Xxxxxx Financial, Inc. (the later of (a) or (b)
referred to as the "Retirement Date). Provided that Executive has not revoked
this Agreement, once executed by him, within the revocation period set forth in
Paragraph 11(e), Executive's last day of employment with Xxxxxx will be his
Retirement Date, and following such date Xxxxxx will pay or commence paying to
Executive the benefits described in the following Paragraphs.
2. Salary Continuation and Continuation of Health Benefits. Commencing
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with the first payroll date following Executive's Retirement Date, Xxxxxx
agrees: (a) to pay to Executive a monthly salary continuation benefit equal to
$__________ commencing as of the date set forth above and continuing for a
period of thirty-six (36) months; (b) to pay for the period commencing on
Executive's Retirement Date and continuing up through July 31, 2001, a
percentage of Executive's health plan continuation coverage ("COBRA") premium
(provided Executive elects COBRA) in an amount equal to the employer paid
percentage then paid by Xxxxxx for active employees under its group health plan.
3. Bonus. Executive shall be entitled to a calendar year 2000 bonus of
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$50,000 payable March, 2001. Further, Executive will be eligible to receive an
additional bonus for calendar year 2000 based on the level of achievement of
corporate calendar year 2000 Major Business Objectives ("MBO"). The parties
hereby agree that Xxxxxx must meet minimum thresholds for XXX and EPS, as set
forth in the Xxxxxx bonus plan for 2000, before he may be eligible to receive
any additional bonus for calendar year 2000. The parties acknowledge that
Xxxxxxx'x personal calendar year 2000 MBO could not be achieved because of
structural changes occurring within Xxxxxx in calendar year 2000. Accordingly,
Executive's calendar year 2000 bonus will be determined fully on corporate
performance. If Executive's Retirement Date occurs after December 31, 2000,
Executive shall be eligible to participate in Xxxxxx' year 2001 bonus plan for
similarly situated employees. Executive's participation in Xxxxxx' year 2001
bonus plan shall be determined only on corporate goals under the plan.
Executive's bonus, if any, shall be based on his base salary in effect as of his
Retirement Date. Provided however, Executive's bonus, if any, for year 2001
shall be calculated on a pro rated method based on the number of full months
worked in year 2001.
4. Automobile. As soon as administratively feasible after Executive's
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Retirement Date, Xxxxxx shall cause title to the automobile currently provided
to Executive by Xxxxxx to be transferred to Executive.
5. Life Insurance. Xxxxxx confirms to Executive that Executive has the
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option to convert existing life insurance coverages maintained by Xxxxxx for
Executive for a period of thirty-one (31) days following Executive's Retirement
Date. To the extent Executive does not elect to convert said life insurance
coverages to private policy coverages, all life insurance maintained by Xxxxxx
covering Executive shall cease as of Executive's Retirement Date.
6. Retirement Plans. Executive's participation in the qualified
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retirement plans maintained by Xxxxxx shall cease as of his Retirement Date.
Provided however, Executive may elect to commence distributions from the
retirement plans as of his Retirement Date or as of any date thereafter subject
however to the required minimum distribution rules and any other qualified plan
rules applicable to the Xxxxxx qualified retirement plans.
7. Stock Options. The parties hereby confirm that Executive's termination
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of employment constitutes a retirement and pursuant to Executive's outstanding
stock option agreements, Executive shall become vested in any outstanding stock
options to which he is not otherwise vested as of his Retirement Date.
8. Death of Executive. If Executive should die after benefits have
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commenced under this Agreement but before receiving all such payments, Xxxxxx
shall pay the remaining benefits to the Executive's surviving spouse
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up to the earlier of either date: (a) the date which is the end of the thirty-
six (36) month payment term described in Paragraph 2; or (b) the death of the
surviving spouse.
9. Tax Withholding. Xxxxxx shall withhold any and all taxes which are
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required to be withheld from any benefits paid under this Agreement to
Executive.
10. Non-Competition/Non-Solicitation Confidential Information. In
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consideration of Xxxxxx entering into this Agreement and agreeing to make
payments to Executive pursuant hereto, such payments to which Executive is
otherwise not entitled to receive, Executive covenants and agrees that from the
date of execution of this Agreement and up through the end of the thirty-six
(36) month payment term described in Paragraph 1, he shall not directly or
indirectly, either as an individual or as a proprietor, stockholder, partner,
officer, director, employee, agent, consultant or independent contractor of any
individual, partnership, corporation or other entity (excluding an ownership
interest of one percent (1%) or less in the stock of a publicly traded company):
(a) become employed by, participate in, or become connected in any
manner with the ownership, management, operation or control of any bank,
savings and loan or other similar financial institution which provides
banking or other financial services within thirty (30) miles of any office
now or in the future maintained by Xxxxxx; or
(b) participate in any way in hiring or otherwise engaging, or
assisting any other person or entity in hiring or otherwise engaging, on a
temporary, part-time, or permanent basis, any individual who was employed
by Xxxxxx during the three (3) year period immediately prior to Executive's
Retirement Date. Notwithstanding any other provisions of this Agreement to
the contrary, the terms of this subparagraph (b) shall not be limited to
the thirty-six (36) month restriction set forth above; or
(c) assist, advise, or serve in any capacity, representative or
otherwise, any third party in any action against Xxxxxx or transaction
involving Xxxxxx. Notwithstanding any other provisions of this Agreement to
the contrary, the terms of this subparagraph (c) shall not be limited to
the thirty-six (36) month restriction set forth above; or
(d) divulge, disclose, or communicate to others in any manner
whatsoever, any confidential information of Xxxxxx, including, but not
limited to, the names and addresses of customers of Xxxxxx, as they may
have existed from time to time or of any of Xxxxxx' prospective customers,
work performed or services rendered for any customer, any method and/or
procedures relating to projects or other work developed by or for Xxxxxx,
information relating to audits, strategic planning, acquisition strategies,
employment information, and all other similar information. The
restrictions contained in this subparagraph (d) apply to all information
regarding Xxxxxx, regardless of the source who provided or compiled such
information. Notwithstanding any other provisions of this Agreement to the
contrary, the terms of this subparagraph (d) shall not be limited to the
thirty-six (36) month restriction set forth above and all information
referred to herein shall not be disclosed unless and until it becomes known
to the general public from sources other than the Executive.
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Executive understands and agrees that Xxxxxx will suffer irreparable harm
in the event that Executive breaches any of Executive's obligations under this
Paragraph 10, and that Executive's forfeiture of remaining payments under this
Agreement will be inadequate to compensate Xxxxxx for such breach. Accordingly,
Executive agrees that, in the event of a breach or threatened breach by
Executive of this Paragraph 10, Xxxxxx, in addition to and not in limitation of
any other rights, remedies or damages available to Xxxxxx at law or in equity,
shall be entitled to a temporary restraining order, preliminary injunction and
permanent injunction in order to prevent or to restrain any such breach by
Executive, or by any representatives and any and all persons directly or
indirectly acting for, on behalf of or with Executive.
11. Release of Claims. In consideration of the benefits to be provided by
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Xxxxxx to Executive, such benefits to which Executive is not otherwise entitled
to receive, Executive hereby agrees as follows:
(a) Executive knowingly and voluntarily releases and forever
discharges Xxxxxx, of and from any and all claims, known and unknown, which
Executive, his heirs, executors, administrators, successors, and assigns
have or may have against Xxxxxx that accrued or arose at any time prior to
the execution of this Retirement 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; 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; (S)(S) 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.
(b) Executive waives his right to file any action, charge, or
complaint on his own behalf, and to participate in any action, charge, or
complaint which may be made by any other person or organization on his
behalf, with any federal, state, or local judicial body, court, or
administrative agency against Xxxxxx, except where such waiver is
prohibited by law. Should any such action, charge, or complaint be filed,
Executive agrees that he will not accept any relief or recovery therefrom.
Executive shall reimburse Xxxxxx for the fees and costs, including
attorneys' fees, of defending such action, charge, or complaint.
(c) Executive agrees that neither this Retirement 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
Xxxxxx of any liability or unlawful conduct of any kind.
(d) In the event that Executive breaches or attempts to breach any
provision of this Paragraph 11, Executive agrees that Xxxxxx 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. Executive further agrees to reimburse Xxxxxx for all
fees and costs, including attorneys' fees, incurred as a result thereof.
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(e) By signing this Agreement, Executive represents and agrees that:
(1) this Agreement is entered into knowingly and voluntarily;
(2) that he is receiving consideration from Xxxxxx in addition to
anything of value to which he is already entitled;
(3) that he has been given at least twenty-one (21) days to
consider this Agreement and has chosen to execute it on the date set
forth above;
(4) that he knowingly and voluntarily intends to be legally bound
by this Agreement;
(5) that he has been advised to consult with an attorney; and
(6) that he 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.
12. Property. Executive shall, no later than his Retirement Date, return
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to Xxxxxx all property and documents of Xxxxxx then in his possession.
13. Severability. Executive and Xxxxxx acknowledge that any restrictions
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contained in this Agreement are reasonable and that consideration for this
Agreement has been exchanged. In the event that any provision of this Agreement
shall be held to be void, voidable, or unenforceable, the remaining portions
hereof shall remain in force and effect.
14. Construction. This Agreement shall be construed in accordance with
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the laws of the Commonwealth of Pennsylvania
15. Captions. The captions used herein are for convenience and reference
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only and are in no way to be construed as defining, limiting or modifying the
scope or intent of the various provisions that they introduce.
16. Entire Agreement. This Agreement contains the entire understanding
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between the parties hereto and supersedes and renders null and void and of no
force and effect any prior written or oral agreements between them including a
Change in Control Agreement effective August 10, 1998, by and between Executive
and Xxxxxx. There are no representations, agreements, arrangements or
understandings, oral or written, between the parties hereto relating to the
subject matter of this Agreement which are not fully expressed herein.
17. Binding Effect. It is the intention of the parties hereto to be
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legally bound by the terms hereof and it is further intended that this Agreement
be binding upon the respective heirs, successors, assigns, executors and
administrators of the parties.
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18. Amendment. No amendment to this Agreement shall be binding unless in
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writing and signed by the parties hereto.
ATTEST: XXXXXX FINANCIAL, M.H.C.
__________________________________ By:________________________________
(Asst.) Secretary
(SEAL)
ATTEST: XXXXXX FINANCIAL, INC.
__________________________________ By:________________________________
(Asst.) Secretary
(SEAL)
ATTEST: XXXXXX SAVINGS BANK
__________________________________ By:________________________________
(Asst.) Secretary
(SEAL)
ATTEST: NEW XXXXXX FINANCIAL, INC.
__________________________________ By:________________________________
(Asst.) Secretary
(SEAL)
WITNESS: EXECUTIVE
__________________________________ ___________________________________
Xxxxx X. Xxxxxxx
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