EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.1

This Agreement is effective as of [Insert Date], and is between Xxxxxx Financial Corporation, a Pennsylvania corporation (“Xxxxxx”), and [Insert Executive Name], an adult individual (the “Executive”).

BACKGROUND

[Executive is currently employed with Xxxxxx. Xxxxxx and Executive previously entered into an executive employment agreement dated as of [Insert Prior Agreement Date] (the “Original Agreement”), which provides for certain payments to Executive upon the occurrence of specified events leading to the termination of the Executive’s employment with Xxxxxx.]

Xxxxxx desires to [replace the Original Agreement and] enter into an employment agreement with the Executive (this “Agreement”), to address the terms and conditions of the Executive’s employment, including, but not limited to, the consequences of an employment termination, and Executive desires to enter into this Agreement, based on and subject to, for both Xxxxxx and Executive, the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Position and Duties.

1.1 Employment. Xxxxxx hereby employs the Executive, and Executive hereby accepts employment with Xxxxxx, for the period and upon the terms and conditions hereinafter set forth.

1.2 Position and Duties.

(a) Executive shall serve hereunder initially as [Insert Position] [of Xxxxxx]. During the term of this Agreement, the Executive may serve in such other or additional positions as may be assigned by the Board of Directors of Xxxxxx (the “Board”), or by the Chief Executive Officer of Xxxxxx (the “Chief Executive Officer”) acting on behalf of the Board. Executive shall perform such duties and shall have such authority consistent with Executive’s position as may from time to time reasonably be specified by the Board, or by the Chief Executive Officer acting on behalf of the Board. Executive shall at all times comply with Xxxxxx’x Code of Conduct and Xxxxxx’x other policies, as the same may be amended or supplemented from time to time. Executive shall report directly to the Chief Executive Officer and shall perform Executive’s duties for Xxxxxx consistent with this Section 1.2(a) principally at Xxxxxx’x headquarters in Lancaster, Pennsylvania, (or at such other locations determined by the Board, or by the Chief Executive Officer acting on behalf of the Board), except for periodic travel that may be necessary or appropriate in connection with the performance of Executive’s duties hereunder.

(b) Executive shall devote Executive’s full working time, energy, skill and good faith efforts to the performance of Executive’s duties hereunder, and will diligently work to further the business and interests of Xxxxxx. Executive shall not be employed by or participate or engage in or be a part of in any manner the management or operation of any business enterprise other than Xxxxxx without the prior written consent of the Board or the Chief Executive Officer, and in accordance with the then-effective Xxxxxx Financial Corporation Code of Conduct.

Section 2. Term and Termination.

2.1 Term. The term of the Executive’s employment under this Agreement (the “Employment Period”) shall commence on the effective date of the Agreement first entered above (the “Effective Date”) and shall continue until the earliest of (a) the voluntary termination of, or retirement from, the Executive’s employment by the Executive other than for Good Reason (as defined in Section 4.2) with forty-five (45) days advance written notice to Xxxxxx, (b) the termination of the Executive’s employment by the Executive for Good Reason, (c) the termination of the Executive’s employment by Xxxxxx for any reason other than Cause (as defined in Section 4.3), (d) the termination of the Executive’s employment by Xxxxxx for Cause, (e) termination of the Executive’s employment with Xxxxxx due to Disability (as defined in Section 4.4), or (f) the death of the Executive.

2.2 Expiration of the Agreement. This Agreement shall expire, if not terminated earlier under Section 2.1, on December 31 of the year in which the Executive attains the age of sixty-five (65), and the Executive shall thereafter only be entitled to post-termination benefits that started prior to the expiration. If the Executive’s employment continues following such expiration of this Agreement, it shall as an employee at will.

Section 3. Compensation.

3.1 Annual Compensation. As compensation for Executive’s services hereunder, Xxxxxx shall pay to Executive a base salary at an initial annual rate equal to $[Insert Base Salary], payable in periodic installments in accordance with Xxxxxx’x regular payroll practices in effect from time to time. Executive’s annual base salary, as determined in accordance with this Section 3.1, is hereinafter referred to as Executive’s “Base Salary.” For years subsequent to the initial year of this Agreement, Executive’s Base Salary shall be set by the committee of the Board responsible for executive compensation (the “Human Resources Committee”) or the Board at an amount no less than the initial annual rate set herein. For each year in the Employment Period, Executive shall be a participant in any bonus or incentive compensation program for similarly situated executives, including, in particular, any annual cash bonus plan and equity-based long term incentive plan, that Xxxxxx may implement and administer from time to time during the Employment Period, and the amount and form of such bonus and incentive compensation shall be determined annually by Xxxxxx consistent with its Board’s executive compensation practices. References herein to the amount of the Executive’s Base Salary or annual cash bonus or incentive compensation shall be to the gross amount of such compensation element, exclusive of any elective compensation deferral agreements entered into by the Executive from time to time.

3.2 Employee Benefits. In addition to the compensation provided for in Section 3.1, Executive shall be eligible to participate during the Employment Period in those of Xxxxxx’x broad-based employee retirement plans, welfare benefit plans, life insurance programs, and other benefit programs for which Executive is eligible under the terms of the plan or program, on the same terms and conditions that are applicable to employees generally. Further, Executive shall be eligible during the Employment Period to participate in any Xxxxxx executive-only retirement plan, deferred compensation plan, welfare benefit plan, or other benefit programs, as and to the extent any such benefit programs, plans or arrangements are or may from time to time be in effect during the Employment Period.

3.3 Paid Time Off and Leave. Executive shall be entitled to annual paid time off, leave of absence and leave for temporary disability in conformity with Xxxxxx’x regular policies and practices. Any leave of absence or leave due to a temporary disability shall not constitute a breach by the Executive of Executive’s agreements hereunder.

3.4 Other Executive Benefits. Executive shall also receive such other general executive perquisites as approved from time to time by the Human Resources Committee, the Board, or the Chief Executive Officer of Xxxxxx, as appropriate, such as company paid club memberships and an employer-provided automobile.

3.5 Expense Reimbursement. During the term of Executive’s employment, Xxxxxx shall reimburse Executive for all reasonable expenses incurred by Executive in connection with the performance of Executive’s duties hereunder in accordance with its regular reimbursement policies as in effect from time to time and upon receipt of itemized vouchers therefor and such other supporting information as Xxxxxx may reasonably require.

3.6 [New Hire Compensation. [If Executive is a new hire,] Executive shall also receive the new hire compensation and benefits set forth on Schedule A to this Agreement.]

Section 4. Termination of Employment.

4.1 Voluntary Termination. In the event Executive’s employment is voluntarily terminated by Executive other than for Good Reason (as defined in Section 4.2), Xxxxxx shall be obligated to pay Executive’s Base Salary through the effective date of termination of Executive’s employment, together with applicable expense reimbursements and all accrued and unpaid benefits and vested benefits in accordance with the terms of the applicable employee benefit plans (collectively, the “Accrued Obligations.”) Upon making the payments described in this Section 4.1, Xxxxxx shall have no further compensation obligation to Executive hereunder.

4.2 Termination for Good Reason; Termination Without Cause.

(a) In the event:

(i) Executive’s employment is terminated during the term hereof by Executive for “Good Reason” (as defined herein); or

(ii) Executive’s employment is terminated during the term hereof by Xxxxxx for any reason other than “Cause,” death or “Disability” (as each such term is defined herein);

then, only if Executive executes and does not revoke a separation agreement in the form substantially similar to that attached hereto as Exhibit A, Xxxxxx shall pay Executive the Accrued Obligations plus all of the consideration provided for in the following sentence for the ( )[Insert Period] months following such termination (the “Severance Period”); provided, however, that if the Executive has previously made any election to defer receipt of compensation, severance shall be paid under the terms of such election. For purposes of the foregoing, the severance consideration payable under this Section 4.2 shall be: (1) the Base Salary (as in effect immediately prior to the termination and paid through Xxxxxx’x regular payroll processes); (2) any vested but unpaid bonus as of the date of termination; and (3) a cash bonus for the fiscal year in which the termination date occurs equal to the payout at the target level established for such fiscal year; pro-rated to the date of termination. During the Severance Period, the Executive shall also continue to be eligible to participate in the health and welfare employee benefit plans referred to in Section 3.2 (i) to the extent Executive remains eligible under the applicable employee benefit plans, and (ii) to the extent Executive’s eligibility is not contrary to, or does not negate, the tax favored status of the plans or of the benefits payable under the plan. If Executive is legally unable to continue to participate in any health and welfare employee benefit plan or program provided for under this Agreement due to (i) or (ii) above, Executive shall be compensated in respect of such inability to participate through payment by Xxxxxx to Executive, on an annual basis in advance, of an amount equal to the annual cost that would have been incurred by Xxxxxx (which does not include any amount that would have been paid by the Executive) if the Executive were able to participate in such plan or program plus an amount which, when added to the Xxxxxx annual cost, would be sufficient after Federal, state and local income and payroll taxes (based on the tax returns filed by the Executive most recently prior to the date of termination) to enable the Executive to net an amount equal to the Xxxxxx annual cost. Notwithstanding the foregoing, if the Executive is also party to a Change in Control Agreement with Xxxxxx or any subsidiary or affiliate, and the Executive receives severance payments under such Change in Control Agreement at termination of employment, the Executive shall not be entitled to receive severance compensation under this Agreement. Otherwise, the provisions of this Agreement control with respect to post-termination consideration.

(b) As used herein, the Executive shall have “Good Reason” to terminate the Executive’s employment if one of the following conditions (i) through (iii) comes into existence, the Executive provides notice to Xxxxxx of the existence of the condition within 90 days of its initial existence, and Xxxxxx fails to remedy the condition within 30 days of receiving notice of its existence:

(i) There has occurred a material breach of Xxxxxx’x material obligations under this Agreement;

(ii) The material diminution in Executive’s authority, duties, or base compensation, without Executive’s prior written consent; or

(iii) Xxxxxx requires Executive to be based at a location outside a thirty-five (35) mile radius of the location where Executive previously was based, except for travel reasonably required in connection with Xxxxxx’x business.

The determination as to whether “Good Reason” exists shall be made reasonably and in good faith by an affirmative vote of not less than two-thirds of the members of the Board of Xxxxxx within the time frame set forth above.

4.3 Termination for Cause. In the event Executive’s employment is involuntarily terminated by Xxxxxx for “Cause” (as defined herein) Xxxxxx shall be obligated to pay to the Executive the Accrued Obligations. Upon making the payments described in this Section 4.3, Xxxxxx shall have no further compensation obligation to Executive hereunder.

As used herein, “Cause” shall mean the following:

(a) Executive shall have committed a felony, or misdemeanor resulting or intending to result directly or indirectly in gain or personal enrichment to the Executive;

(b) Executive’s use of alcohol or other drugs which interferes with the performance by the Executive of Executive’s duties;

(c) Executive shall have deliberately and intentionally refused or otherwise failed (for reasons other than incapacity due to accident or physical or mental illness) to substantially perform any of Executive’s duties to Xxxxxx, with such refusal or failure continuing for a period of at least thirty (30) consecutive days following the receipt by Executive of written notice from Xxxxxx setting forth in detail the facts upon which Xxxxxx relies in concluding that Executive has deliberately and intentionally refused or failed to perform such duties;

(d) Executive’s conduct that brings public discredit on or injures the reputation of Xxxxxx, in the reasonable opinion of the Board or a committee of the Board; or

(e) Xxxxxx is legally precluded from employing Executive for the position and duties described in Section 1.2 of this Agreement.

The determination as to whether “Cause” exists shall be made reasonably and in good faith by an affirmative vote of not less than two-thirds of the members of the Board of Xxxxxx.

4.4 Benefits Following Death or Disability.

(a) Following Executive’s total “Disability,” (as defined below) or death during the term of this Agreement, the employment of the Executive will terminate automatically, in which event Xxxxxx shall not thereafter be obligated to make any further payments hereunder other than the Accrued Obligations or as otherwise specifically provided herein. For purposes hereof, “Disability” shall have the meaning set forth in the Fulton long-term disability policy applicable to the Executive.

(b) Termination upon Death or Disability.

(i) In the event of a termination of this Agreement as a result of the Executive’s death, the Executive’s dependents, beneficiaries and estate, as the case may be, will receive such survivor’s income and other benefits as they may be entitled under the terms of the benefit programs, plans, and arrangements described in Section 3.2 which provide benefits upon the death of the Executive.

(ii) In the event of a termination of this Agreement as a result of the Executive’s Disability, (A) Xxxxxx shall pay the Executive an amount equal to at least six months’ Base Salary at the rate and as required by Section 3.1 and in effect immediately prior to the date of Disability, and (B) thereafter, for as long as Executive continues to be disabled, Xxxxxx shall continue to pay an amount equal to at least 60% of Base Salary in effect immediately prior to the date of Disability until the earlier of Executive’s death or December 31 of the calendar year in which Executive attains age 65. Xxxxxx shall be entitled to offset the foregoing payments against any benefits paid to the Executive under a long-term disability policy sponsored by Xxxxxx, and to the extent not duplicative of the foregoing, Executive shall receive those benefits customarily provided by Xxxxxx to disabled former employees, which benefits shall include, but shall not be limited to, life, medical, health, accident insurance and a survivor’s income benefit.

(iii) For the purposes of (i) and (ii) above, the Executive or Executive’s dependents shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of the Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees.

4.5 Death or Disability Following Termination of Employment. Executive’s Disability or death following Executive’s termination pursuant to Section 4.2 shall not affect Executive’s right, or if applicable, the right of Executive’s beneficiaries, to receive the payments for the balance of the Severance Period. The additional payments upon a Disability during the Employment Period shall not apply to a Disability that occurs after the Executive’s termination.

4.6 Beneficiary Designation. Executive may, at any time, by written notice to Xxxxxx, name one or more beneficiaries of any benefits which may become payable by Xxxxxx pursuant to this Agreement. If Executive fails to designate a beneficiary any benefits to be paid pursuant to this Agreement shall be paid to the Executive’s beneficiary under Xxxxxx’x life insurance program.

Section 5. Restrictive Covenants and Clawback.

5.1 Confidential Information. Executive acknowledges that through Executive’s employment with Xxxxxx, Executive will have access to, or may contribute to, certain commercially valuable information and trade secrets belonging to Xxxxxx (collectively, “Confidential Information,” as further defined below). Executive further acknowledges that, to safeguard its legitimate interests, it is necessary for Xxxxxx to protect its Confidential Information by keeping it confidential. Executive acknowledges that Xxxxxx’x Confidential Information is vital to its success and was acquired and/or developed by Xxxxxx only after considerable expense, time, and energy. Executive acknowledges that Xxxxxx would not otherwise disclose Confidential Information to Executive without the existence of this Restrictive Covenant and Clawback provision in this Section 5 and that the unauthorized disclosure and/or use of Confidential Information would cause Xxxxxx to suffer substantial and irreparable harm.

(a) Definition of Confidential Information: The term “Confidential Information” means any and all data and other information related to the business of Xxxxxx that has value to Xxxxxx and is not generally known to the public (whether or not it constitutes a trade secret). Such Confidential Information includes, but is not limited to: data or information relating to any of Xxxxxx’x past, present, or future products or services; customer lists; customer information; fees, costs, and pricing lists or structures; mailing lists; the identity of customers; techniques of doing business; financial and profit information; investment strategies; marketing strategies; competitive information; advertising; compensation information; analysis; reports; formulas; computer software; designs; drawings; trademarks and brand names under development; accounting and business methods; databases; inventions and new developments and methods, whether patentable or reduced to practice; the existence or terms of any contracts or potential contracts; plans for future business; and materials or information embodying or developed by use of any such Confidential Information. Confidential Information does not include information that is or becomes publicly available through no fault of Executive. This provision adds to, and does not limit, Xxxxxx’x rights pursuant to any laws generally protecting confidential information and trade secrets.

(b) Prohibited Use or Disclosure of Confidential Information: Executive shall not, at any time during Executive’s employment by Xxxxxx or after termination (whether voluntary or involuntary), without the express written authorization of the Board or senior management of Xxxxxx, directly or indirectly, use, cause to be used, or disclose and Confidential Information of which Executive becomes aware, except to the extent a particular disclosure or use is required in the performance of Executive’s assigned duties for Xxxxxx. Executive also agrees not to remove any documents, material or equipment containing Confidential Information from Xxxxxx’x premises, except as required in the performance of Executive’s assigned duties for Xxxxxx, and to immediately return any such documents, materials or equipment at the termination of employment (whether voluntary or involuntary, and regardless of the reason).

(c) All records, files, software, memoranda, reports, price lists, leads, customer lists, drawings, training materials, workflows, phone lists, plans, documents, technical information, and other tangible items (together with all copies of such documents and things) relating to the business of Xxxxxx, which Executive shall use or prepare or come in contact with in the course of, or as a result of, Executive’s employment shall, as between the parties to this Agreement, remain the sole property of Xxxxxx. Laptop computers, software and related data, information and things provided to Executive by Xxxxxx or obtained by Executive, directly or indirectly, from Xxxxxx, also shall remain the sole property of Xxxxxx. Upon the termination of Executive’s employment for any reason whatsoever, voluntarily or involuntarily (and in all events within 5 days of Executive’s date of termination), and at any earlier time Xxxxxx requests, Executive shall immediately return all such materials and things to Xxxxxx and shall not retain any copies or remove or participate in removing any such materials or things from the premises of Xxxxxx after termination or Xxxxxx’x request for return. Executive shall not reproduce or appropriate for Executive’s own use, or for the use of others, any property, Confidential Information or Xxxxxx inventions, and shall remove from any personal computing or communications equipment all information relating to Xxxxxx.

(d) For the purpose of this Section 5.1, Xxxxxx shall be deemed to refer to Xxxxxx, its successors, and all of its present or future subsidiaries or affiliates.

5.2 Non-Competition. Without the prior consent of the Board or one of its committees, Executive shall not, during the Employment Period and during the one (1) year period following the end of the Employment Period or expiration of this Agreement (the “Restricted Period”), directly or indirectly, own, be employed by or a director of, provide services or consult to, any business, person or entity that is engaged within the geographic market of Xxxxxx, in commercial banking or any other business activity in which Xxxxxx is engaged on the date of Executive’s termination. For purposes of the foregoing, the “geographic market of Xxxxxx” shall consist of Xxxxxx’x CRA assessment areas as publicly available on the date of executive’s termination. Nothing in this Section 5.2 shall prohibit the Executive from (a) owning as a passive investor, in the aggregate, not more than 5% of the outstanding publicly traded stock of any corporation engaged in a competing business, or (b) accepting a position as an officer, director, employee, agent of, or consultant to another entity during the Restricted Period, in which the Executive’s new position or the corporate office of the entity are outside a 275 mile radius from where the Executive was working on the Executive’s date of termination from Xxxxxx. In the event the Executive’s employment is terminated by the Executive for Good Reason or by Xxxxxx other than for Cause, the covenants in this Section 5.2 shall not apply.

5.3 Non-Solicitation. During the Restricted Period, Executive shall not, directly or indirectly:

(a) call upon, solicit, service or accept business from any customer of Xxxxxx or its subsidiaries or affiliates, or in any way interfere with the relationship between any such customer and Xxxxxx (including, without limitation, making any negative or disparaging statements or communications regarding Xxxxxx or its current, past or future personnel);

(b) request that any customer of Xxxxxx not purchase products or services from Xxxxxx, or curtail or cease its business with Xxxxxx;

(c) solicit, induce or entice or attempt to solicit, induce or entice any employee or independent contractor of Xxxxxx, who was employed or engaged by Xxxxxx as of Executive’s termination date or within the twelve months preceding Executive’s termination date, to leave the employ or engagement of Xxxxxx, or in any way interfere with the relationship between Xxxxxx and any employee or independent contractor thereof; or

(d) except with the consent of the Board or one of its committees, hire or offer employment or engagement to any employee or independent contractor of Xxxxxx who was employed or engaged by Xxxxxx as of Executive’s termination date or within the twelve months preceding Executive’s termination date.

For the purpose of Sections 5.1, 5.2 and 5.3, Xxxxxx shall be deemed to refer to Xxxxxx, its successors, and all of its present or future subsidiaries or affiliates.

5.4 Injunctive and Other Relief.

(a) Executive acknowledges and agrees that the covenants contained herein are fair and reasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Executive of Executive’s covenants which then apply and accordingly expressly agrees that, in addition to any other remedies which Xxxxxx may have, Xxxxxx shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Executive. Nothing contained herein shall prevent or delay Xxxxxx from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Executive of any of its obligations hereunder.

(b) In the event Executive breaches Executive’s obligations under Section 5.2, the period specified therein shall be tolled during the period of any such breach and any litigation seeking remedies for such breach and shall resume upon the conclusion or termination of any such breach and any such litigation. The remedies set forth in this Section are cumulative and in addition to any and all other remedies available to Xxxxxx at law or in equity.

5.5 Clawback. Executive acknowledges that the Executive is subject to any Clawback Policy that may be adopted by Xxxxxx’x Board or any committee thereof. Absent any formal Clawback Policy, the Executive agrees that the Executive shall be required to forfeit and pay back to Xxxxxx any bonus or other incentive compensation paid to the Executive if: (a) a court or arbitration body makes a final determination that the Executive directly or indirectly engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by Xxxxxx; or (b) the independent members of Xxxxxx’x Board determine that the Executive has committed a material violation of Xxxxxx’x Code of Conduct.

Section 6. Miscellaneous.

6.1 Invalidity. If any provision hereof is determined to be invalid or unenforceable by a court of competent jurisdiction, Executive shall negotiate in good faith to provide Xxxxxx with protection as nearly equivalent to that found to be invalid or unenforceable and if any such provision shall be so determined to be invalid or unenforceable by reason of the duration or geographical scope of the covenants contained therein, such duration or geographical scope, or both, shall be considered to be reduced to a duration or geographical scope to the extent necessary to cure such invalidity.

6.2 Assignment: Benefit. This Agreement shall not be assignable by Executive, and shall be assignable by Xxxxxx only to any affiliate or to any person or entity which may become a successor in interest (by purchase of assets or stock, or by merger, or otherwise) to Xxxxxx in the business or a portion of the business presently operated by it. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors, assigns, heirs, executors and administrators, including the restrictive covenants of this Agreement.

6.3 Notices. All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested or by telegram, fax or telecopy (confirmed by U. S. mail), receipt acknowledged, addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given as provided in this Agreement; provided that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law.

(a) If to Xxxxxx:

Xxxxxx Financial Corporation

Xxx Xxxx Xxxxxx

Xxxxxxxxx, XX 00000

Attention: General Counsel

(b) If to Executive: at the address on the signature page.

6.4 Entire Agreement and Modification. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes all prior agreements and understandings with respect thereto. Any prior agreement, if any, shall be terminated, with no further rights or obligations thereunder due to or from either party, as of the effective date hereof. Any amendment, modification, or waiver of this Agreement shall not be effective unless in writing and agreed and executed by Xxxxxx and the Executive. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power or privilege shall preclude any other or further exercise of the same or of any other right, remedy, power, or privilege with respect to any occurrence and such failure or delay to exercise any right shall not be construed as a waiver of any right, remedy, power, or privilege with respect to any other occurrence. Any references in this Agreement to “Xxxxxx” shall also apply to its successors and permitted assigns.

6.5 Governing Law. This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law. In the event that either party shall institute any arbitration proceeding in accordance with Section 6.10, the City of Lancaster, Lancaster County Pennsylvania shall be the exclusive jurisdiction and venue for such proceeding.

6.6 Headings; Counterparts. The headings of sections and subsections in this Agreement are for convenience only and shall not affect its interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute but one and the same Agreement.

6.7 Further Assurances. Each of the parties hereto shall execute such further instruments and take such other actions as any other party shall reasonably request in order to effectuate the purposes of this Agreement.

6.8 Mitigation. Executive shall not be required to mitigate the amount of any payment or benefit provided for in Section 4 by seeking employment or otherwise and Xxxxxx shall not be entitled to set off against the amount of any payments made pursuant to Section 4 with respect to any compensation earned by Executive arising from other employment.

6.9 Indemnification. Except to the extent inconsistent with applicable law and regulations, and Xxxxxx’x certificate of incorporation or bylaws, Xxxxxx will indemnify the Executive and hold Executive harmless to the fullest extent permitted by law and regulation with respect to Executive’s service as an officer and employee of Xxxxxx and its subsidiaries or affiliates, which indemnification shall be provided following termination of employment for so long as the Executive may have liability with respect to Executive’s service as an officer or employee of Xxxxxx and its subsidiaries or affiliates. The Executive will be covered by a directors’ and officers’ insurance policy with respect to Executive’s acts as an officer to the same extent as all other officers under such policies.

6.10 Dispute Resolution. The parties agree that, except as provided in Section 6.10(c), any controversy, claim or dispute of whatever nature between Executive and Xxxxxx arising out of or relating to this Agreement, or arising out of Executive’s employment with Xxxxxx (each, a “Dispute”), shall be subject to the mediation and arbitration provisions set forth below.

(a) Mediation. The parties will first attempt to mediate the Dispute before a neutral mediator mutually agreed upon by the parties. If the parties cannot agree on a mediator within 15 days after either party provides the other with written notice of a dispute to be resolved pursuant to this Section 6.10(a), then the American Arbitration Association (“AAA”) shall be asked to designate a mediator who is available to conduct a mediation as promptly as possible.

(b) Arbitration. If the mediation described in Section 6.10(a) is not successful, the parties agree to submit the Dispute to binding confidential arbitration before a single neutral arbitrator mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, either of them may request AAA to supply a list of at least five possible arbitrators, and the parties shall alternatively strike names off such list until one name remains, and that person shall be appointed as the arbitrator. If AAA is unwilling or unable to provide an arbitrator list, then either party may seek an arbitrator list through AAA and then apply the strike-through procedure described above. The arbitration shall be governed by the arbitration rules of AAA or by such other rules as the parties may mutually agree. The arbitrator’s award shall be made in writing, and judgment on the award may be entered by any court of competent jurisdiction.

(c) Exceptions. The parties agree that the procedures outlined in this Section 6.10 are the exclusive methods of dispute resolution, except that notwithstanding the foregoing, Xxxxxx may bring an action in court for injunctive relief, specific performance or other equitable relief to enforce the provisions of Sections 5 and 6 of this Agreement. Should a party institute a legal action or administrative proceeding against the other with respect to any dispute without complying with the requirements of this Agreement, such breaching party shall be responsible for all damages, costs, expenses and attorney’s fees incurred by the other party in dismissing such action and otherwise as a result of such breach.

6.11 Section 409A of Internal Revenue Code.

(a) Application. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code (“Section 409A”), so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such amounts or benefits would otherwise actually be distributed, provided or otherwise made available to Executive. This Agreement shall be construed, administered, and governed in a manner consistent with this intent and the following provisions of this Section 6.11 shall control over any contrary provisions of this Agreement. Any ambiguities herein will be interpreted to comply with Section 409A. Executive and Xxxxxx agree to work together in good faith to consider amendments to the Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. Notwithstanding the foregoing, in no event shall Xxxxxx be responsible for reimbursing or indemnifying Executive for any violation of Section 409A.

(b) Separation from Service. Payments and benefits that are paid under this Agreement upon Executive’s termination or severance of employment with Xxxxxx that constitute deferred compensation under Section 409A shall be paid or provided only at the time of a termination of Executive’s employment that constitutes a “separation from service” within the meaning of Section 409A.

(c) Release Payments. In the event that Executive is required to execute a release to receive any payments from Xxxxxx that constitute nonqualified deferred compensation under Section 409A, payment of such amounts shall not be made or commence until the sixtieth (60th) day following such termination of employment. Any payments that are suspended during the sixty (60) day period shall be paid on the date the first regular payroll is made immediately following the end of such period.

(d) Separate Payments. For purposes of Section 409A, each payment under this Agreement shall be treated as a right to a separate payment and not part of a series of payments.

(e) Reimbursements. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during a calendar year may not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year; (iii) the reimbursement of an eligible expense normally will be made within thirty (30) days of Executive’s submission of the appropriate forms and documentation in accordance with Xxxxxx policy, but in no event later than on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

(f) Delay in Payments if Executive is a Specified Employee. If Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s separation from service (other than due to death), and the severance payments and benefits payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation subject to Section 409A (together, the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first 6 months following Executive’s separation from service will become payable on the first payroll date that occurs on or after the date 6 months and 1 day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service but prior to the 6 month anniversary of Executive’s separation from service (or any later delay date), then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit.

6.12 Taxes. Any payments provided for hereunder shall be paid net of any applicable employment taxes or other withholdings required under federal, state or local law.

6.13 Severability. Each provision of this Agreement shall be considered severable. If for any reason any provision or provisions are determined to be invalid or contrary to applicable law, such invalidity will not impair the operation of or affect the remaining provisions.

6.14 Survival. The provisions of Sections 5 and 6 of this Agreement shall survive the expiration or termination of this Agreement.

6.15 Representation by Counsel. Executive acknowledges and agrees that Xxxxxx has recommended a review of this Agreement by Executive’s legal counsel of [his/her] choosing.

[Signatures on the following page.]

IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.


ATTEST:		XXXXXX FINANCIAL CORPORATION

By:		By:
Name:		Name:
Title:	Secretary	Title:

WITNESS		EXECUTIVE


		[Insert Name]
		Address:







		Telephone:
		Email:

SCHEDULE A

NEW HIRE COMPENSATION AND BENEFITS

Executive shall also receive the following compensation and benefits associated with [his/her] new employment with Xxxxxx [or one of its subsidiaries or affiliates]:

[To be completed following acceptance of the terms of the offer.]

A-1

EXHIBIT A

[INSERT EXHIBIT A]

[FORM OF SEPARATION AGREEMENT AND GENERAL RELEASE]

A-1

Document Metadata

Table of Contents

EXECUTIVE EMPLOYMENT AGREEMENT

Document Metadata