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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") made as of the 1st day of November, 2000,
between MAIN STREET BANCORP, INC., a Pennsylvania business corporation ("Main"),
MAIN STREET BANK, a Pennsylvania banking corporation (the "Bank"), and XXXXXX X.
XXXXX, an individual (the "Executive").
WITNESSETH:
WHEREAS, Main, the Bank and the Executive desire to enter into an Agreement
regarding, among other things, the employment of the Executive by Main and the
Bank, all as hereinafter set forth.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Employment. Main and the Bank each hereby employ the Executive, and the
Executive hereby accepts employment with Main and the Bank, on the terms and
conditions set forth in this Agreement.
2. Duties of Employee. The Executive will perform and discharge well and
faithfully such duties as an executive officer of Main and the Bank as may be
assigned to him from time to time by the Board of Directors of Main or the Bank,
or the Executive committee of such Boards. The Executive will be employed as
Executive Vice President/Chief Financial Officer of Main and the Bank, and will
hold such other titles as may be given to him from time to time by the Board of
Directors of Main and the Bank, or the Executive Committee of such Boards. The
Executive will devote his full time, attention and energies to the business of
Main and the Bank and will not, during the Employment Period (as defined in
Section 3), be employed or involved in any other business activity, whether or
not such activity is pursued for gain, profit or other pecuniary advantage;
provided, however, that this section will not be construed as preventing the
Executive from (a) passively investing his personal assets, (b) acting as a
member of the Board of Directors of Main, the Bank, or with pre-approval of the
Chairman of Main, any other corporation not in competition with either, or (c)
being involved in any community, civic or similar activity serving as a member
of a Board of Directors, Trustee or otherwise.
3. Term of Employment. The Executive's employment under this Agreement will
be for a period (the "Employment Period") commencing upon the date of this
Agreement and ending at the end of the term of this Agreement pursuant to
Section 17, unless the Executive's employment is sooner terminated in accordance
with Section 5 or one of the following provisions:
(a) Termination for Cause. The Executive's employment under this
Agreement may be terminated at any time during the Employment Period for
"Cause" (as herein defined), by action of the Board of Directors of Main or
the Bank, or the Executive Committee of such Boards, upon giving written
notice of such termination to the Executive. As used in this Agreement,
"Cause" means any of the following events:
(i) the Executive is convicted of or enters a plea of guilty or
nolo contendere to a felony, a crime of falsehood, or a crime
involving
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fraud or moral turpitude, or the actual incarceration of the Executive
for a period of five (5) consecutive days;
(ii) the Executive, in the reasonable opinion of the Board of
Directors of Main or the Bank, willfully fails or continuously
neglects, to perform the responsibilities and duties assigned to him
following receipt of two (2) written warnings at least thirty (30)
days apart from the Board of Directors of Main or the Bank (excluding
however, failure to perform due to Executive's incapacity because of
physical or mental illness);
(iii) the Executive has, in the reasonable opinion of the Board
of Directors of Main or the Bank, engaged in gross misconduct or gross
negligence in the course of his employment with Main;
(iv) a government regulatory agency recommends or orders in
writing that the Bank terminate the employment of the Executive with
the Bank or relieve him of his duties as such relate to the Bank; or
(v) the Executive has, in the reasonable opinion of the Board of
Directors, committed an intentional act of fraud, embezzlement or
theft in connection with the Executive's duties in the course of his
employment;
(vi) the Executive has, in the reasonable opinion of the Board of
Directors, caused intentional damage to property of Main or has
intentionally and wrongfully disclosed Confidential Information.
If the Executive's employment is terminated under the provisions of this
subsection, then all rights of the Executive under Section 4 will cease as
of the effective date of such termination. For purposes of this Section
3(a), any notice delivered by the Chief Executive Officer of Main or the
Bank shall be deemed to be delivered by the Board of Directors of Main or
the Bank.
(b) Termination Without Cause. The Executive's employment under this
Agreement may be terminated at any time during the Employment Period
without "Cause" (as defined in Section 3 (a)), by action of the Board of
Directors of Main or the Bank, upon giving notice of such termination of
the Executive at least thirty (30) days
prior to the date upon which such termination is to take effect. If the
Executive's employment is terminated under the provisions of this
subsection, then the Executive will be entitled to receive the
compensation set forth in Section 6.
(c) Voluntary Termination, Retirement or Death. If the Executive
voluntarily terminates employment without Good Reason (as defined in
Section 5), retires or dies, the Executive's employment under this
Agreement will be deemed terminated as of the date of the Executive's
voluntary termination, retirement or death, and all rights of the
Executive under Section 4 will cease as of the date of such termination
and any benefits payable to the Executive will be determined in accordance
with the pension, welfare, fringe benefit, expense reimbursement, salary
deferral and insurance programs of Main and of the Bank then in effect.
(d) Disability. If the Executive is incapacitated by accident,
sickness, or otherwise so as to render the Executive mentally or
physically incapable of performing the essential duties required of the
Executive under Section 2, notwithstanding reasonable accommodation, for a
continuous period of six months, then, upon the expiration of such period
or at any time thereafter, by action of the Board of Directors of Main or
the Bank, the Executive's employment under
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this Agreement may be terminated immediately upon giving the Executive
notice to that effect. If the Executive's employment is terminated under
the provisions of this subsection 3(d), then all rights of the Executive
under Section 4 will cease as of the last business day of the week in which
such termination occurs, and the Executive will thereafter be entitled to
the benefits to which he is entitled under any disability plan of Main or
the Bank, if any, in which he is then a participant (including the minimum
benefit described in Section 4 (d) (ii)).
4. Employment Period Compensation and Related Matters.
(a) Salary. For services performed by the Executive under this
Agreement, Main and the Bank will pay the Executive a salary, in the
aggregate, during the Employment Period, at the annualized rate of
$120,000, payable at the same times as salaries are payable to other
executive employees of Main or of the Bank. Main and/or the Bank may, from
time to time, increase (but not decrease) the Executive's salary, and any
and all such increases will be deemed to constitute amendments to this
subsection to reflect the increased amounts, effective as of the dates
established for such increases by the Board of Directors of Main or of the
Bank in the resolutions authorizing such increases.
(b) Bonus. For services performed by the Executive under this
Agreement, Main will pay the Executive a bonus, annually during the
Employment Period, in such amounts (if any) and at such times as is
provided in such incentive plan(s) as may be approved by the Board of
Directors of Main and in effect from time to time. In addition, Main may,
from time to time, pay such other bonus or bonuses to the Executive as
Main, in its sole discretion, deems appropriate. The payment of any such
bonuses will not reduce or otherwise affect any other obligation of Main
and/or the Bank to the Executive provided for in this Agreement.
(c) Pension and Welfare Benefits. Main will provide the Executive,
during the Employment Period, with pension and welfare benefits (within the
meaning of Section 3 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA")) in the aggregate not less favorable than those
received by other employees of Main.
(d) Fringe Benefits.
(i) In General. Except as otherwise provided in this subsection,
Main will provide the Executive, during the Employment Period, with
such fringe benefits as may be provided generally from time to time
for other executives similarly situated in status with the Executive.
(ii) Vacation. The Executive will be entitled to not less than
four weeks of vacation per calendar year, plus one additional day for
each five years of service with Main and any predecessor of Main. The
right to carry over unused vacation days will be subject to the
executive personnel policies of Main from time to time in effect.
(iii)Stock Options. The Executive will be entitled to such stock
option grants as may be granted from time to time by the Board of
Directors of Main and/or the Compensation Committee of such Board and
as are consistent with the Executive's responsibilities and
performance.
(iv) Automobile. Main will provide the Executive an automobile
allowance reasonably consistent with the Executive's position and in
accordance with Main's then in effect automobile policy for executive
officers.
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(e) Expense Reimbursement. The Executive will be entitled to reimbursement
of all reasonable business expenses incurred by him in the discharge of his
duties hereunder, or otherwise in furtherance of the business of Main and the
Bank, provided he renders an accounting of such expenses in such manner as may
be required from time to time for employees generally.
(f) Salary Deferral. The Executive may request that the payment of any
portion of his base salary and/or bonus for any calendar year be deferred. Such
request must be made in writing to Main and the Bank before the beginning of
such calendar year and must include the period of deferral requested by the
Executive (the "Deferral Period"). If the Board of Directors of Main and of the
Bank approve such request, the Executive will be entitled to receive, at the end
of the Deferral Period, the deferred portion of his base salary and/or bonus
plus interest at a compounded rate of 8% per annum. Any salary and/or bonus
which is deferred as described herein will be credited to an account on the
books of Main and of the Bank established in the name of the Executive. However,
this account will not be funded, and neither Main nor the Bank will be deemed to
be a trustee for the Executive with respect to any deferred amount. The
liabilities of Main and the Bank to the Executive hereunder are those of a
debtor pursuant to such contractual obligations as are created by this Agreement
and Executive's status with respect to his deferred compensation shall be that
of a general unsecured creditor of Main. No liabilities of Main and the Bank
which arise under this subsection will be deemed to be secured by any pledge or
other encumbrance on any property of Main or of the Bank. Main and the Bank will
not be required to segregate any funds representing such deferred amounts, and
nothing herein will be construed as providing for such segregation.
5. Resignation of the Executive for Good Reason.
(a) Events Giving Right to Terminate for Good Reason. The Executive
may resign for Good Reason (as herein defined) at any time during the
Employment Period, as hereinafter set forth. As used in this Agreement, the
term "Good Reason" means any of the following:
(i) any reassignment of the Executive to a principal office which
is more than 50 miles from 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxx;
(ii) a reduction in Executive's title coincident with a reduction
of the authority, duties and responsibilities assigned to Executive by
Main;
(iii) any reduction in the Executive's annual base salary as in
effect on the date hereof or as the same may be increased from time to
time;
(iv) Any failure by Main and/or the Bank to provide the Executive
with benefits at least as favorable as those enjoyed by the Executive
under any of the pension or welfare plans (as such terms are defined
in ERISA Section 3) of Main in which the Executive is participating on
the date of this Agreement, or the taking of any action that would
materially reduce any of such benefits, unless the change is part of a
change applicable in each case to employees generally; or
(v) any material breach of this Agreement by Main or the Bank,
coupled with the failure to cure the same within 30 days after receipt
of a written notice of such breach from the Executive.
(b) Notice of Termination. At the option of the Executive, exercisable
by the Executive within 90 days after the occurrence of the event
constituting Good Reason, the Executive may resign from employment under
this Agreement by a
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notice in writing (the "Notice of Termination") delivered to Main and the
Bank and the provisions of Section 6 will thereupon apply.
(c) Special Right of Termination. Notwithstanding anything herein to
the contrary, but subject to the provisions of Section 3(a), from the
occurrence of the Change in Control event until the end of the one-year
period following the consummation of the Change in Control (as defined
below), the Executive may terminate his employment for any or no reason by
delivering a Notice of Termination, to Main, specifying that the Notice is
being given pursuant to this Section 5(c); and such termination will be
deemed for all purposes to constitute a resignation for Good Reason. In
such event, the Executive will be entitled to the payments and benefits
described in Section 6.
(d) Change in Control Defined. For purposes of this Agreement, the
term "Change in Control" means any of the following:
(i) any "person" (as such term is used in Sections 13(d) and
14(d) (2) of the Securities and Exchange Act of 1934 (the "Exchange
Act")), other than Main, a subsidiary of Main, an employee benefit
plan of Main or a subsidiary of Main (including a related trust),
becomes the beneficial owner (as determined pursuant to Rule 13d-3
under the Exchange Act), directly or indirectly of securities of Main
representing more than 20% of the combined voting power of Main's then
outstanding securities;
(ii) the occurrence of, or execution of an agreement providing
for, a sale of all or substantially all of the assets of Main or the
Bank to an entity which is not a direct or indirect subsidiary of
Main;
(iii) the occurrence of, or execution of an agreement providing
for, a reorganization, merger, consolidation or similar transaction
involving Main, unless (A) the shareholders of Main immediately prior
to the consummation of any such transaction will initially own
securities representing a majority of the voting power of the
surviving or resulting corporation, and (B) the directors of Main
immediately prior to the consummation of such transaction will
initially represent a majority of the directors of the surviving or
resulting corporation; or
(iv) any other event which is at any time irrevocably designated
as a "Change in Control" for purposes of this Agreement by resolution
adopted by a majority of the directors of Main.
(e) Special Right of Payment. Within thirty (30) days following the
occurrence of an event described in Section 5 (d) (i) of this Agreement,
Main or the Bank shall pay to Executive a lump sum amount equal to the
amount set forth in Section 6 (b) (i) of this Agreement. This payment shall
be separate and apart from any payments otherwise due Executive under this
Agreement.
6. Rights in Event of Certain Termination of Employment. In the event that
during the term of this Agreement as established pursuant to Section 17 the
Executive resigns from employment for Good Reason, by delivery of a Notice of
Termination or other permitted notice to Main and the Bank, or the Executive's
employment is terminated by Main without Cause, Executive will be entitled to
receive the amounts and benefits set forth in this section.
(a) Basic Payments (prior to the occurrence of a Change in Control).
In the event of a termination pursuant to Section 3 (b) prior to the
occurrence of a Change in Control, or a termination pursuant to Section 5
(a) that is not also a termination pursuant to Section 5(c), Main shall be
obligated to continue to pay the Executive his base salary in effect as of
his termination for the greater of (i) the balance of the term of the
Agreement, or (ii) twelve (12)
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months. Such amounts will be paid to Executive in accordance with Main's
normal payroll schedule.
(b) Basic Payments (following the occurrence of a Change in Control).
In the event of a termination pursuant to Section 3 (b) at the time of or
following the occurrence of a Change in Control, or a termination pursuant
to Section 5 (c), the Executive will be paid an amount equal to two times
the sum of (i) the highest annualized base salary paid to him during the
year of termination or the immediately preceding two calendar years, and
(ii) the highest bonus paid to him with respect to one of the three
calendar years immediately preceding the year of termination. The Executive
will, within 30 days after his termination of employment, be paid a lump
sum equal to the present value of the amounts otherwise payable under this
subsection. For purposes of the preceding sentence, present value will be
determined by using the short-term applicable federal rate under Section
1274 of the Internal Revenue Code of 1986, as amended (the "Code"), in
effect on the date of termination of employment. For purposes of this
subsection, to the extent necessary, base salary and bonuses with any
predecessor of Main or an affiliate thereof shall be taken into account.
(c) Supplemental Payment in Lieu of Certain Benefits. In the event of
a termination pursuant to Section 3 (b) at the time of or following the
occurrence of a Change in Control or a termination pursuant to Section 5
(c), in lieu of continued pension, welfare and other benefits, a lump sum
cash payment of $22,000 will be paid to the Executive within 30 days
following the date of termination of employment.
(d) Excise Tax Matters in General. In the event that the amounts and
benefits payable under Section 6(a), 6(b) and 6(c), when added to other
amounts and benefits which may become payable to the Executive by Main
and/or the Bank, are such that he becomes subject to the excise tax
provisions of Code Section 4999, Main and/or the Bank will pay him such
additional amount or amounts as will result in his retention (after the
payment of all federal, state and local excise, employment, and income
taxes on such payments and the value of such benefits) of a net amount
equal to the net amount he would have retained had the initially calculated
payments and benefits been subject only to income and employment taxation.
For purposes of the preceding sentence, the Executive will be deemed to be
subject to the highest marginal federal, state and local tax rates. All
calculations required to be made under this subsection will be made by
Main's independent certified public accountants, subject to the right of
Executive's representative to review the same. All such amounts required to
be paid will be paid at the time any withholding may be required under
applicable law, and any additional amounts to which the Executive may be
entitled will be paid or reimbursed no later than 15 days following
confirmation of such amount by Main's accountants. In the event any amounts
paid hereunder are subsequently determined to be in error because estimates
were required or otherwise, the parties agree to reimburse each other to
correct such error, as appropriate, and to pay interest thereon at the
applicable federal rate (as determined under Code Section 1274A for the
period of time such erroneous amount remained outstanding and
unreimbursed). The parties recognize that the actual implementation of the
provisions of this subsection are complex and agree to deal with each other
in good faith to resolve any questions or disagreements arising hereunder.
7. Confidentiality.
(a) As used in this section, the term "Confidential Information" means
any and all information regarding the organization, business or finances of
Main or any of its subsidiaries and affiliates, including, but not limited
to, any and all business plans and strategies, financial information,
proposals, reports, marketing plans and information, cost information,
customer information, claims history and experience data, sales volume and
other sales
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statistics, personnel data, pricing information, concepts and ideas,
information respecting existing and proposed investments and acquisitions,
and information regarding customers and suppliers, but the term
"Confidential Information" will not include information created by the
Executive or which prior to the Executive's receipt thereof (i) was
generally publicly available, or (ii) was in the Executive's possession
free of any restrictions on it use or disclosure and from a source other
than Main or any of its subsidiaries or affiliates.
(b) The Executive acknowledges and agrees that his employment by Main
and the Bank will afford him an opportunity to acquire Confidential
Information and that the misappropriation or disclosure of any Confidential
Information would cause irreparable harm to Main and its subsidiaries and
affiliates.
(c) During the Employment Period and for a period of two years
thereafter, the Executive will not use for the benefit of anyone other than
Main and its subsidiaries and affiliates or disclose any of the
Confidential Information for any reason or purpose whatsoever except to
authorized representatives of such business entities or as directed or
authorized by Main.
(d) With respect to those items of Confidential Information which
constitute trade secrets under applicable law, the Executive's obligations
of confidentiality and nondisclosure as set forth in this section will
continue and survive after the two-year period as provided in Subsection
(c) to the greatest extent permitted by applicable law.
(e) The Executive will not remove any records, documents, or any other
tangible items (excluding the Executive's personal property) from the
premises of Main or its subsidiaries or affiliates, in either original or
duplicate form, except as needed in the ordinary course of performing
services hereunder.
(f) Upon termination of this Agreement, the Executive will immediately
surrender to the owner thereof all documents (other than documents created
by him) in his possession, custody or control embodying the Confidential
Information or any part thereof and will not thereafter remove the same
from the premises on which it is located.
(g) The provisions of this Section 7 shall survive termination of this
Agreement for any reason.
8. Remedies. Executive acknowledges and agrees that the remedy at law of
Main and of the Bank for a breach or threatened breach of any of the provisions
of Section 7 would be inadequate and, in recognition of this fact, in the event
of a breach or threatened breach by the Executive of any of the provisions of
Section 7, it is agreed that, in addition to the remedy at law, Main and the
Bank will be entitled to, without posting any bond, and the Executive agrees not
to oppose any request of Main and the Bank for, equitable relief in the form of
specific performance, a temporary restraining order, a temporary or permanent
injunction, or any other equitable remedy which may then be available. Nothing
herein contained will be construed as prohibiting Main and the Bank from
pursuing any other remedies available to them for such breach or threatened
breach.
9. Arbitration. Main, the Bank and Executive recognize that in the event a
dispute should arise between them concerning the interpretation or
implementation of this Agreement, lengthy and expensive litigation will not
afford a practical resolution of the issues within a reasonable period of time.
Consequently, each party agrees that all disputes, disagreements and questions
of interpretation concerning this Agreement are to be submitted for resolution
to the American Arbitration Association ("Association") in Philadelphia,
Pennsylvania, in accordance with the Individual Employment Dispute Resolution
rules of the Association. Main and the Bank, or Executive, may initiate an
arbitration proceeding at any time by giving
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notice to the others in accordance with the rules of the Association. The
Association will designate a single arbitrator to conduct the proceeding, but
Main and the Bank, and the Executive, may, as a matter of right, require the
substitution of a different arbitrator chosen by the Association. Each such
right of substitution may be exercised only once. The arbitrator will not be
bound by the rules of evidence and procedure of the courts of the Commonwealth
of Pennsylvania but will be bound by the substantive law applicable to this
Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or
gross and obvious error of fact, will be final and binding upon the parties and
will be enforceable in courts of proper jurisdiction. Following written notice
of a request for arbitration, Main and the Bank, and the Executive, will be
entitled to an injunction restraining all further proceedings in any pending or
subsequently filed litigation concerning this Agreement, except as otherwise
provided herein.
10. Legal Expenses. Main and/or the Bank will pay to the Executive all
reasonable legal fees and expenses when incurred by the Executive in seeking to
obtain or enforce any right or benefit provided by this Agreement, provided he
brings the action in good faith, and he prevails.
11. Indemnification. Main and the Bank will indemnify the Executive, to the
fullest extent permitted under Pennsylvania and federal law, with respect to any
threatened, pending or completed legal or regulatory action, suit or proceeding
brought against him by reason of the fact that he is or was a director, officer,
employee or agent of Main or the Bank, or is or was serving at the request of
Main or the Bank as a director, officer, employee or agent of another person or
entity. To the fullest extent permitted by Pennsylvania and federal law, Main
and the Bank will, in advance of final disposition, pay any and all expenses
incurred by the Executive in connection with any threatened, pending or
completed legal or regulatory action, suit or proceeding with respect to which
he may be entitled to indemnification hereunder. Main and the Bank will use
their best efforts to obtain insurance coverage for the Executive under a policy
covering directors and officers thereof against litigation, arbitrations and
other legal and regulatory proceedings; provided, however, that nothing herein
is to be construed as requiring such action if the Board of Directors of Main
and the Bank determine that such insurance coverage cannot be obtained at
commercially reasonable rates.
12. Notices. Any notice required or permitted to be given under this
Agreement will, to be effective hereunder, be given to both Main and the Bank,
in the case of notices given by the Executive, and will, to be effective
hereunder, be given by both Main and the Bank, in the case of notices given to
the Executive. Any notice given by Main, to the extent required will be deemed
to be given by Main and the Bank. Any notice given to Main, to the extent
required will be deemed to be given to Main and the Bank. Any such notice will
be deemed properly given if in writing and if mailed by registered or certified
mail, postage prepaid with return receipt requested, to the residence of the
Executive, in the case of notices to the Executive, and to the respective
principal offices of Main and of the Bank, in the case of notices to Main and
the Bank.
13. Waiver. No provision of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in
writing and signed by the Executive, an executive officer of Main, and an
executive officer of the Bank, each such officer specifically designated by the
Board of Directors of Main and the Bank, respectively. No waiver by any party
hereto at any time or any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party will be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.
14. Assignment. This Agreement is not assignable by any party hereto,
except by Main and the Bank to any successor in interest to the respective
businesses of Main and the Bank.
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15. Entire Agreement. This Agreement contains the entire agreement of the
parties relating to the subject matter of this Agreement and, in accordance with
the provisions of Section 15, supersedes any prior agreement of the parties.
16. Successors; Binding Agreement.
(a) Main and the Bank will require any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of Main and/or the Bank to
expressly assume and agree to perform this Agreement in the same manner and
to the same extent that Main and the Bank would be required to perform it
if no such succession had taken place. Failure by Main and the Bank to
obtain such assumption and agreement prior to the effectiveness of any such
succession will constitute a material breach of this Agreement. As used in
this Agreement, "Main" and the "Bank" means Main and the Bank as
hereinbefore defined and any successor to the business and/or assets of
Main and/or the Bank as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
(b) This Agreement will inure to the benefit of and be enforceable by
the Executive's personal or legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees. If the
Executive should die while any amount is payable to the Executive under
this Agreement if the Executive had continued to live, all such amounts,
unless otherwise provided herein, will be paid in accordance with the terms
of this Agreement to the Executive's devisee, legatee, or other designee,
or, if there is no such designee, to the Executive's estate.
17. Termination.
(a) Unless the Executive's employment is terminated pursuant to the
provisions of Section 3 or Section 5, the term of this Agreement will be
for a period commencing on the date of this Agreement and ending on
December 31, 2002; provided, however, that this Agreement will be
automatically renewed on January 1, 2002, for the two-year period
commencing on such date and ending on December 31, 2003, unless either
party gives written notice of non-renewal to the other party on or before
December 1, 2001 (in which case this Agreement will continue in effect
through December 31, 2002); and provided further, that if this Agreement is
renewed on January 1, 2002, it will be automatically renewed on January 1
of each subsequent year (the "Annual Renewal Date") for a period ending two
years from each Annual Renewal Date unless either party gives written
notice of non-renewal to the other party at least 30 days prior to an
Annual Renewal Date (in which case this Agreement will continue in effect
for a term ending one year from the Annual Renewal Date immediately
following such notice). For purposes of the preceding sentence Main and the
Bank will be considered one party.
(b) Any termination of the Executive's employment under this Agreement
or of the term of this Agreement will not affect the benefit and
confidentiality of information provisions of Sections 6, 7, 8, 9, 10 and 11
shall survive any termination of employment of the term of this Agreement
and remain in full force and effect in accordance with their respective
terms.
(c) Nothing herein will be construed as limiting, restricting or
eliminating any rights the Executive may have under any plan, contract or
arrangement to which he is a party or in which he is a vested participant;
provided, however, that any termination payments required hereunder will be
in
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lieu of any severance benefits to which he may be entitled under a
severance plan or arrangement of Main and the Bank; and provided further,
that if the benefits under any such plan or arrangement may not legally be
eliminated, then the payments hereunder will be correspondingly reduced in
such equitable manner as the Board of Directors of Main may determine.
(d) Notwithstanding any provisions of this Agreement to the contrary,
no further payments or benefits shall be paid to the Executive following
the end of the term as described in subsection 17(a) above.
18. No Mitigation or Offset. The Executive will not be required to mitigate
the amount of any payment provided for in this Agreement by seeking employment
or otherwise; nor will any amounts or benefits payable or provided hereunder be
reduced in the event he does secure employment, except as otherwise provided
herein.
19. Validity. The invalidity or unenforceability of any provisions of this
Agreement will not affect the validity or enforceability of any other provision
of this Agreement, which will remain in full force and effect.
20. Applicable Law. Except to the extent preempted by federal law, this
Agreement will be governed by and construed in accordance with the domestic
internal law of the Commonwealth of Pennsylvania.
21. Number. Words used herein in the singular will be construed as being
used in the plural, as the context requires, and vice versa.
22. Headings. The headings of the sections and subsections of this
Agreement are for convenience only and will not control or affect the meaning or
construction or limit the scope or intent of any of the provisions of this
Agreement.
23. References to Entities. All references to Main will be deemed to
include references to the Bank, as appropriate in the relevant context, and vice
versa. As of the date of this Agreement, Main and the Bank share one Board of
Directors. To the extent, under this Agreement or law, an action is required by
the Board of Directors of the Bank, a similar action of the board of Directors
of Main shall be deemed sufficient.
24. Guaranty. Main hereby irrevocably and unconditionally guarantees to the
Executive the full and timely performance by the Bank of each and every
obligation of the Bank contained in this Agreement.
25. Effective Date. This Agreement will become effective immediately upon
the execution and delivery of this Agreement by the parties hereto.
26. Withholding for Taxes. All amounts and benefits paid or provided
hereunder will be subject to withholding for taxes as required by law.
27. Individual Agreement. This Agreement is an agreement solely between and
among the parties hereto. It is intended to constitute a nonqualified unfunded
agreement for the benefit of a key management employee and will be construed and
interpreted in a manner consistent with such intention.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
MAIN STREET BANCORP, INC.
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------
(SEAL) Attest: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
(Assistant) Secretary
133
11
("Main")
MAIN STREET BANK
By /s/ Xxxxx X. Xxxxxxxx
----------------------
(SEAL) Attest: Xxxxxx X. Xxxxxxxxx
-------------------
(Assistant) Secretary
("Bank")
Witness:
/s/ Xxxxxxx XxXxxxxxx /s/ Xxxxxx X. Xxxxx (SEAL)
---------------------- --------------------
XXXXXX X. XXXXX
("Executive")
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