EXHIBIT 10.1
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
effective as of the 19th day of November 2008, between Harleysville Savings
Financial Corporation, a Pennsylvania corporation (the "Corporation"),
Harleysville Savings Bank, a Pennsylvania chartered stock savings bank (the
"Bank") and a wholly owned subsidiary of the Corporation (collectively the
"Employers"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇ (the "Executive").
WITNESSETH
WHEREAS, the Executive is presently an officer of the Corporation and
the Bank, and the Employers desire to be ensured of the Executive's continued
active participation in the business of the Employers;
WHEREAS, in order to induce the Executive to remain in the employ of
the Employers and in consideration of the Executive's agreeing to remain in the
employ of the Employers, the parties desire to specify the severance benefits
which shall be due to the Executive in the event that his employment with the
Employers is terminated under certain specified circumstances;
WHEREAS, the Bank entered into a written agreement on May 1, 1987 with
respect to the employment of the Executive, which was amended and restated by
the Employers as of October 31, 2006 (the "Prior Agreement");
WHEREAS, the Employers and the Executive believe certain revisions to
the Prior Agreement are appropriate, including amending and restating the Prior
Agreement in its entirety as hereinafter set forth in order to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(the "Code"); and
WHEREAS, this Agreement supersedes in its entirety the Prior Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereby agree as follows:
1. Definitions. The following words and terms shall have the meanings
set forth below for the purposes of this Agreement:
(a) Annual Compensation. The Executive's "Annual Compensation" for
purposes of this Agreement shall be deemed to mean the average aggregate annual
compensation paid to the Executive and includible in the Executive's gross
income for federal income tax purposes during the five calendar years preceding
the year in which the Date of Termination occurs.
(b) Base Salary. "Base Salary" shall have the meaning set forth in
Section 3(a) hereof.
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(c) Cause. Termination of the Executive's employment for "Cause" shall
mean termination because of personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any 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 subparagraph, no act or failure to act on the Executive's part
shall be considered "willful" unless done, or omitted to be done, by the
Executive not in good faith and without reasonable belief that the Executive's
action or omission was in the best interest of the Employers; provided that any
act or omission to act on the Executive's behalf in reliance upon an opinion of
counsel to the Bank or counsel to the Executive shall not be deemed to be
willful.
(d) Change in Control. "Change in Control" shall mean a change in the
ownership of the Corporation or the Bank, a change in the effective control of
the Corporation or the Bank or a change in the ownership of a substantial
portion of the assets of the Corporation or the Bank, in each case as provided
under Section 409A of the Code and the regulations thereunder.
(e) Code. "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(f) Date of Termination. "Date of Termination" shall mean (i) if the
Executive's employment is terminated for Cause, the date on which the Notice of
Termination is given, and (ii) if the Executive's employment is terminated for
any other reason, the date specified in the Notice of Termination.
(g) Disability. "Disability" shall mean the Executive (i) is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months, or (ii) is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than three months under an
accident and health plan covering employees of the Employers.
(h) Good Reason. Termination by the Executive of the Executive's
employment for "Good Reason" shall mean termination by the Executive based on
the occurrence of any of the following events:
(i) any material breach of this Agreement by the Employers,
including without limitation any of the following: (A) a material
diminution in the Executive's base compensation, (B) a material
diminution in the Executive's authority, duties or responsibilities as
prescribed in Section 2, or (C) any requirement that the Executive
report to a corporate officer or employee of the Employers instead of
reporting directly to the Boards of Directors of the Employers, or
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(ii) any material change in the geographic location at which
the Executive must perform his services under this Agreement;
provided, however, that prior to any termination of employment for Good
Reason, the Executive must first provide written notice to the
Employers within ninety (90) days of the initial existence of the
condition, describing the existence of such condition, and the
Employers shall thereafter have the right to remedy the condition
within thirty (30) days of the date the Employers received the written
notice from the Executive. If the Employers remedy the condition within
such thirty (30) day cure period, then no Good Reason shall be deemed
to exist with respect to such condition. If the Employers do not remedy
the condition within such thirty (30) day cure period, then the
Executive may deliver a Notice of Termination for Good Reason at any
time within sixty (60) days following the expiration of such cure
period.
(i) IRS. IRS shall mean the Internal Revenue Service.
(j) Notice of Termination. Any purported termination of the Executive's
employment by the Employers for any reason, including without limitation for
Cause, Disability or Retirement, or by the Executive for any reason, including
without limitation for Good Reason, shall be communicated by a written "Notice
of Termination" to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" shall mean a dated notice which (i) indicates the
specific termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated,
(iii) specifies a Date of Termination, which shall be not less than thirty (30)
nor more that ninety (90) days after such Notice of Termination is given, except
that any termination of the Executive's employment for Cause shall be effective
immediately, and (iv) is given in the manner specified in Section 12 hereof.
(k) Retirement. "Retirement" shall mean voluntary termination by the
Executive of the Executive's employment in accordance with the Employers'
retirement policies, including early retirement, generally applicable to their
salaried employees.
2. Term of Employment.
(a) The Employers hereby employ the Executive as President and Chief
Executive Officer and the Executive hereby accepts said employment and agrees to
render such services to the Employers on the terms and conditions set forth in
this Agreement. The term of employment under this Agreement shall be for five
years commencing on May 1, 2008 and, upon approval of the Board of Directors of
each of the Employers, shall automatically extend for an additional year on each
May 1 such that at any time the remaining term of this Agreement shall be from
four to five years unless the Executive gives written notice to the Employers of
the Executive's election not to extend the term, with such written notice to be
given not less than forty-five (45) days prior to any such May 1. If the Board
of Directors of either of the Employers elects not to extend the term, it shall
give written notice of such decision to the Executive not less than forty-five
(45) days prior to any such May 1. If any party gives timely notice that the
term will not be
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extended as of any May 1, then this Agreement shall terminate at the conclusion
of its remaining term. References herein to the term of this Agreement shall
refer both to the initial term and successive terms.
(b) During the term of this Agreement, the Executive shall manage the
operations of the Employers and oversee the officers that report to him. The
Executive shall also oversee the implementation of the policies adopted by the
Boards of Directors of the Employers and shall report directly to the Boards of
Directors. In addition, the Executive shall perform such executive services for
the Employers as may be consistent with his titles and from time to time
assigned to him by the Employers' Boards of Directors.
(c) The Executive shall be nominated to be a member of the Board of
Directors of the Corporation, and shall be a member of the Board of Directors of
the Bank, as long as the Executive remains an employee in good standing and/or
has not violated any of the terms and provisions of this Agreement. Termination
of employment for any reason shall be deemed to be a resignation from the Board
of Directors of the Corporation and from the Board of Directors of the Bank.
3. Compensation and Benefits.
(a) The Employers shall compensate and pay the Executive for his
services during the term of this Agreement at a minimum base salary of $256,600
per year ("Base Salary"), which may be increased from time to time in such
amounts as may be determined by the Boards of Directors of the Employers, and
may not be decreased without the Executive's express written consent. In
addition to his Base Salary, the Executive shall be entitled to receive during
the term of this Agreement such bonus payments as may be determined by the
Boards of Directors of the Employers.
(b) During the term of this Agreement, the Executive shall be entitled
to participate in and receive the benefits of any pension or other retirement
benefit plan, profit sharing plan, stock option plan, employee stock ownership
plan, welfare and fringe benefit arrangements, or such other employee benefit
plans, programs, policies, benefits, arrangements and privileges given to
employees and executives of the Employers, to the extent commensurate with his
then duties and responsibilities, as fixed by the Boards of Directors of the
Employers. The Employers shall not make any changes in such plans, benefits or
privileges which would adversely affect the Executive's rights or benefits
thereunder, unless such change occurs pursuant to a program applicable to all
executive officers of the Employers and does not result in a proportionately
greater adverse change in the rights of or benefits to the Executive as compared
with any other executive officer of the Employers. Nothing paid to the Executive
under any plan or arrangement presently in effect or made available in the
future shall be deemed to be in lieu of the salary payable to the Executive
pursuant to Section 3(a) hereof.
(c) During the term of this Agreement, the Executive shall be entitled
to paid annual vacation in accordance with the policies as established from time
to time by the Boards of Directors of the Employers. The Executive shall not be
entitled to receive any additional
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compensation from the Employers for failure to take a vacation, nor shall the
Executive be able to accumulate unused vacation time from one year to the next,
except to the extent authorized by the Employers' vacation policies or by the
Boards of Directors of the Employers.
(d) The Executive's compensation, benefits, severance and expenses
shall be paid by the Corporation and the Bank in the same proportions as the
time and services actually expended by the Executive on behalf of each
respective Employer.
4. Expenses. The Employers shall reimburse the Executive or otherwise
provide for or pay for all reasonable expenses incurred by the Executive in
furtherance of or in connection with the business of the Employers, including,
but not by way of limitation, automobile and traveling expenses, and all
reasonable entertainment expenses (whether incurred at the Executive's
residence, while traveling or otherwise), subject to such reasonable
documentation and other limitations as may be established by the Boards of
Directors of the Employers. If such expenses are paid in the first instance by
the Executive, the Employers shall reimburse the Executive therefor. Such
reimbursement shall be paid promptly by the Employers and in any event no later
than March 15 of the year immediately following the year in which such expenses
were incurred.
5. Termination.
(a) The Employers shall have the right, at any time upon prior Notice
of Termination, to terminate the Executive's employment hereunder for any
reason, including without limitation termination for Cause, Disability or
Retirement, and the Executive shall have the right, upon prior Notice of
Termination, to terminate his employment hereunder for any reason.
(b) In the event that (i) the Executive's employment is terminated by
the Employers for Cause, Retirement or the Executive's death, or (ii) the
Executive terminates his employment hereunder for any reason other than for
Disability or Good Reason, the Executive shall have no right pursuant to the
terms of this Agreement to compensation or other benefits for any period after
the applicable Date of Termination.
(c) In the event the Executive's employment hereunder is terminated due
to Disability, the Executive shall be entitled to receive the following
percentages of his Base Salary for the following periods of his Disability: (i)
100% for the first six months, 75% for the next twelve months, and 60%
thereafter for the remaining term of this Agreement. Disability payments will be
made on a monthly basis and will commence on the first day of the month
following the Executive's termination due to Disability. Upon returning to
active duties, the Executive's full compensation as set forth in this Agreement
shall be reinstated. In the event that the Executive returns to active
employment on other than a full-time basis, then his Base Salary shall be
reduced in proportion to the time spent in said employment. There shall be
deducted from the amounts paid to the Executive hereunder during any period of
Disability any amounts actually paid to the Executive pursuant to any disability
insurance or other similar program which the Bank has instituted or may
institute on behalf of its employees for the purpose of compensating the
Executive in the event of a Disability, including workmen's compensation
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benefits and Social Security disability benefits. The Executive shall have the
duty to apply for such benefits and shall provide to the Bank the right to set
off from any amounts so received the amount of payments made hereunder.
(d) If the Executive's employment shall be terminated prior to a Change
in Control by (i) the Employers for other than Cause, Disability, Retirement or
the Executive's death or (ii) the Executive for Good Reason, then the Employers
shall:
(A) pay to the Executive, within thirty (30) days following
the Date of Termination, a lump sum cash severance amount equal to the
product of the Base Salary multiplied by the greater of (i) the number
of years (including partial years) remaining in the term of this
Agreement, or (ii) 2.99, with such amount to be discounted to the
present value using a discount rate equal to the applicable federal
rate published by the IRS for the month in which the Date of
Termination occurs;
(B) maintain and provide for a period ending at the earlier of
(i) the expiration of the remaining term of this Agreement as of the
Date of Termination before giving effect to the Notice of Termination,
(ii) three years following the Date of Termination or (iii) the date of
the Executive's full time employment by another employer (provided that
the Executive is entitled under the terms of such employment to
benefits substantially similar to those described in this subparagraph
(B)), with the Executive to pay the costs of such coverage normally
paid by employees of the Employers, the Executive's continued
participation in all group insurance, life insurance, health and
accident insurance and disability insurance in which the Executive was
participating immediately prior to the Date of Termination; provided
that any insurance premiums payable by the Employers or any successors
pursuant to this Section 5(d)(B) shall be payable at such times and in
such amounts as if the Executive was still an employee of the
Employers, subject to any increases in such amounts imposed by the
insurance company or COBRA, and the amount of insurance premiums
required to be paid by the Employers in any taxable year shall not
affect the amount of insurance premiums required to be paid by the
Employers in any other taxable year; and provided further that if the
Executive's participation in any group insurance plan is barred, the
Employers shall either arrange to provide the Executive with insurance
benefits substantially similar to those which the Executive was
entitled to receive under such group insurance plan or, if such
coverage cannot be obtained, pay a lump sum cash equivalency amount
within thirty (30) days following the Date of Termination based on the
annualized rate of premiums being paid by the Employers as of the Date
of Termination; and
(C) pay to the Executive, in a lump sum within thirty (30)
days following the Date of Termination, a cash amount equal to the
projected cost to the Employers of providing benefits to the Executive
for a period equal to the lesser of (i) the remaining term of this
Agreement as of the Date of Termination before giving effect to the
Notice of Termination or (ii) three years following the Date of
Termination, pursuant to any other employee benefit plans, programs or
arrangements offered by the Employers in which the Executive was
entitled to participate immediately prior to the Date of Termination
(other
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than retirement plans, stock compensation plans or cash compensation
plans of the Employers), with the projected cost to the Employers to be
based on the costs incurred for the calendar year immediately preceding
the year in which the Date of Termination occurs.
(e) If the Executive's employment by the Employers shall be terminated
concurrently with or subsequent to a Change in Control and during the term of
this Agreement by (i) the Employers for other than Cause, Disability, Retirement
or the Executive's death or (ii) the Executive for Good Reason, then the
Employers shall, subject to the provisions of Section 6 hereof, if applicable:
(A) pay to the Executive, within thirty (30) days following
the Date of Termination, a lump sum cash severance amount equal to
three (3) times the sum of the Executive's Annual Compensation;
(B) maintain and provide for a period ending at the earlier of
(i) the expiration of the remaining term of this Agreement as of the
Date of Termination before giving effect to the Notice of Termination,
(ii) three years following the Date of Termination or (iii) the date of
the Executive's full time employment by another employer (provided that
the Executive is entitled under the terms of such employment to
benefits substantially similar to those described in this subparagraph
(B)), with the Executive to pay the costs of such coverage normally
paid by employees of the Employers, the Executive's continued
participation in all group insurance, life insurance, health and
accident insurance, and disability insurance in which the Executive was
participating immediately prior to the Date of Termination; provided
that any insurance premiums payable by the Employers or any successors
pursuant to this Section 5(e)(B) shall be payable at such times and in
such amounts as if the Executive was still an employee of the
Employers, subject to any increases in such amounts imposed by the
insurance company or COBRA, and the amount of insurance premiums
required to be paid by the Employers in any taxable year shall not
affect the amount of insurance premiums required to be paid by the
Employers in any other taxable year; and provided further that if the
Executive's participation in any group insurance plan is barred, the
Employers shall either arrange to provide the Executive with insurance
benefits substantially similar to those which the Executive was
entitled to receive under such group insurance plan or, if such
coverage cannot be obtained, pay a lump sum cash equivalency amount
within thirty (30) days following the Date of Termination based on the
annualized rate of premiums being paid by the Employers as of the Date
of Termination; and
(C) pay to the Executive, in a lump sum within thirty (30)
days following the Date of Termination, a cash amount equal to the
projected cost to the Employers of providing benefits to the Executive
for a period equal to the lesser of (i) the remaining term of this
Agreement as of the Date of Termination before giving effect to the
Notice of Termination or (ii) three years following the Date of
Termination, pursuant to any other employee benefit plans, programs or
arrangements offered by the Employers in which the Executive was
entitled to participate immediately prior to the Date of Termination
(other
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than retirement plans, stock compensation plans or cash compensation
plans of the Employers), with the projected cost to the Employers to be
based on the costs incurred for the calendar year immediately preceding
the year in which the Date of Termination occurs.
6. Limitation of Benefits under Certain Circumstances. If the payments
and benefits pursuant to Section 5 hereof, either alone or together with other
payments and benefits which the Executive has the right to receive from the
Employers, would constitute a "parachute payment" under Section 280G of the
Code, then the payments and benefits payable by the Employers pursuant to
Section 5 hereof shall be reduced by the minimum amount necessary to result in
no portion of the payments and benefits payable by the Employers under Section 5
being non-deductible to the Employers pursuant to Section 280G of the Code and
subject to the excise tax imposed under Section 4999 of the Code. If the
payments and benefits under Section 5 are required to be reduced, the cash
severance shall be reduced first, followed by a reduction in the fringe
benefits. The determination of any reduction in the payments and benefits to be
made pursuant to Section 5 shall be based upon the opinion of independent tax
counsel selected by the Employers and paid by the Employers. Such counsel shall
promptly prepare the foregoing opinion, but in no event later than thirty (30)
days from the Date of Termination, and may use such actuaries as such counsel
deems necessary or advisable for the purpose. Nothing contained in this Section
6 shall result in a reduction of any payments or benefits to which the Executive
may be entitled upon termination of employment under any circumstances other
than as specified in this Section 6, or a reduction in the payments and benefits
specified in Section 5 below zero.
7. Withholding. All payments required to be made by the Employers
hereunder to the Executive shall be subject to the withholding of such amounts,
if any, relating to tax and other payroll deductions as the Employers may
reasonably determine should be withheld pursuant to any applicable law or
regulation.
8. Confidentiality.
(a) The Executive recognizes and acknowledges that during the
Executive's term of employment with the Employers, the Executive has had and
will have access to, has been and will be provided with and, in some cases, has
prepared or will prepare certain confidential and proprietary business
information and trade secrets of the Employers, including but not limited to
business plans and information, all of which are of substantial value to the
Employers in their business.
(b) The Executive understands and agrees that if, during the term of
employment or at any time thereafter, the Executive discloses to third parties,
uses for the Executive's own benefit or for the benefit of third parties, or
copies or makes notes of any of the aforementioned confidential and proprietary
information and trade secrets (except as may be required by the Executive's
duties with the Employers), such conduct shall constitute a breach of the
confidence and trust bestowed upon the Executive by the Employers, and the
Executive herein expressly agrees that injunctive relief, in addition to any
other remedies provided by law or in equity, shall be necessary and appropriate
in the event of such conduct by the Executive.
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(c) The Executive agrees not to use or cause to be used for the
Executive's own benefit or for the benefit of any third parties or to disclose
to any third party in any manner, directly or indirectly, any information of a
confidential or proprietary nature, trade secrets or any other knowledge or
information, except that which is public knowledge, of or relating to the
business of the Employers at any time during or after the Executive's employment
with the Employers without the express prior written consent of the Employers.
(d) The Executive agrees to return to the Employers either before or
immediately upon the termination of the Executive's employment with the
Employers any and all written information, materials or equipment which
constitutes, contains or relates in any way to proprietary or confidential
information or trade secrets of the Employers, as well as any other documents,
equipment and materials of any kind relating in any way to the business of the
Employers which are or may be in the possession, custody or control of the
Executive which are or may be the property of the Employers whether confidential
or not, including any and all copies thereof which may have been made by or for
the Executive.
(e) The Executive agrees that, during the Executive's term of
employment with the Employers and thereafter, and except as may be required in
the performance of the Executive's duties with the Employers, the Executive will
not utilize for the Executive's own benefit or that of any third party and will
not use or disclose to any third party the Executive's knowledge of or any
information concerning the internal organization or business structure of the
Employers or the work assignments or capabilities of any officer and/or employee
of the Employers without the express prior written consent of the Employers.
9. Noncompetition Agreement. The Executive agrees that:
(a) During the Executive's term of employment with the Employers, the
Executive will not compete in any way with the Employers, directly or
indirectly, and will not consult with or have any interest in any business,
firm, person, partnership, corporation or other entity, whether as employee,
officer, director, agent, security holder, creditor, consultant or otherwise,
which competes with the Employers, directly or indirectly, in any aspect of the
business of the Employers; provided, however, that this Section 9 shall not be
deemed to prevent the Executive's ownership of not more than 1% of the capital
stock of any publicly held entity.
(b) The Executive acknowledges and agrees that such businesses which
compete with the Employers include, without limitation, those businesses which
provide banking and lending services in the Commonwealth of Pennsylvania.
(c) The Executive expressly agrees that (i) in the event of a violation
of these noncompetition provisions by the Executive, monetary damages alone will
be inadequate to compensate the Employers, (ii) the Employers will be entitled
to injunctive relief against the Executive in addition to any other remedies
provided by law or in equity and (iii) the noncompetition obligations contained
herein shall be extended by the length of time during
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which the Executive shall have been in breach thereof. Except as provided in the
preceding sentence, this Section 9 shall not apply following a termination of
the Executive's employment.
10. Severability. If any term, provision, paragraph or section of this
Agreement shall be determined by a court of competent jurisdiction to be invalid
or unenforceable for any reason, such determination shall not affect the
remaining terms, provisions, paragraphs or sections of this Agreement which
shall continue to be given full force and effect. If any term, provision,
paragraph or section of this Agreement shall be determined by a court of
competent jurisdiction to be unenforceable because of the duration thereof or
the geographical area included therein, the parties hereby expressly agree that
the court making such determination shall have the power to reduce the duration
and/or restrict the geographical areas of such term, provision, paragraph or
section and/or to delete such specific words or phrases which the court shall
deem necessary to permit enforcement of such term, provision, paragraph or
section in restricted form. Should any court of competent jurisdiction find any
term, provision, paragraph or section of this Agreement invalid or
unenforceable, or enforceable only in restricted form, then any such finding
shall apply only to the jurisdiction of such court and shall not serve to alter
or amend this Agreement in any other jurisdiction.
11. Assignability. The Employers may assign this Agreement and their
rights and obligations hereunder in whole, but not in part, to any corporation,
bank or other entity with or into which the Employers may hereafter merge or
consolidate or to which the Employers may transfer all or substantially all of
their assets, if in any such case said corporation, bank or other entity shall
by operation of law or expressly in writing assume all obligations of the
Employers hereunder as fully as if it had been originally made a party hereto,
but may not otherwise assign this Agreement or their rights and obligations
hereunder. The Executive may not assign or transfer this Agreement or any rights
or obligations hereunder.
12. Notice. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:
To the Employers: Chairman of the Board
Harleysville Savings Financial Corporation
Harleysville Savings Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To the Executive: ▇▇▇▇▇▇ ▇. ▇▇▇▇
At the address last appearing on
the personnel records of the Bank
13. Amendment; Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing
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signed by the Executive and such officer or officers as may be specifically
designated by the Boards of Directors of the Employers to sign on their behalf,
except as set forth below. No waiver by any party hereto at any time of any
breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. In addition, notwithstanding anything in this
Agreement to the contrary, the Employers may amend in good faith any terms of
this Agreement, including retroactively, in order to comply with Section 409A of
the Code. In no event shall the Employers be liable for any taxes or interest
penalties incurred by the Executive under Section 409A of the Code.
14. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the United States
where applicable and otherwise by the substantive laws of the Commonwealth of
Pennsylvania.
15. Nature of Obligations. To the extent that the Executive acquires a
right to receive benefits from the Employers hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Employers.
16. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
17. Changes in Statutes or Regulations. If any statutory or regulatory
provision referenced herein is subsequently changed or re-numbered, or is
replaced by a separate provision, then the references in this Agreement to such
statutory or regulatory provision shall be deemed to be a reference to such
section as amended, re-numbered or replaced.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
19. Regulatory Prohibition. Notwithstanding any other provision of this
Agreement to the contrary, any payments made to the Executive pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. ss.1828(k))
and any regulations promulgated thereunder, including 12 C.F.R. Part 359.
20. Entire Agreement. This Agreement embodies the entire agreement
between the Employers and the Executive with respect to the matters agreed to
herein. All prior agreements between the Employers and the Executive with
respect to the matters agreed to herein are hereby superseded and shall have no
force or effect, including but not limited to the agreement between the
Executive and the Bank dated May 1, 1987 and the Prior Agreement.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.
Attest: HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Corporate Secretary Title: Chairman of the Compensation and
Human Resources Committee
Attest: HARLEYSVILLE SAVINGS BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Corporate Secretary Title: Chairman of the Compensation and
Human Resources Committee
Witness: EXECUTIVE
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Corporate Secretary President and Chief Executive Officer
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