EXHIBIT 10.4
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made as of the 15th day of June 1998,
among FIRST LEESPORT BANCORP, INC. ("Bancorp"), a Pennsylvania
business corporation having a place of business at 000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxx, THE FIRST NATIONAL BANK OF
LEESPORT ("Bank"), a national banking association having a place
of business at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxxx,
and XXXXXXX X. XXXXXXX, XX. ("Executive"), an individual residing
at 000 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx.
WITNESSETH:
WHEREAS, Bank is the wholly owned banking subsidiary of
Bancorp;
WHEREAS, Bancorp and Bank desire to employ Executive to
serve in the capacity of President and Chief Executive Officer of
each of Bancorp and Bank on the terms and conditions set forth
herein;
WHEREAS, Executive desires to accept employment with
Bancorp and Bank on the terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, the parties hereto, intending to be
legally bound, agree as follows:
1. Employment. Bancorp and Bank each hereby employ
Executive, and Executive hereby accepts employment with Bancorp
and Bank, on the terms and conditions set forth in this
Agreement.
2. Duties of Employee. Executive shall perform and
discharge well and faithfully such duties as an executive officer
of Bancorp and of Bank as may be assigned to Executive from time
to time by the respective Boards of Directors of Bancorp and of
Bank. Executive shall be employed as President and Chief
Executive Officer of Bancorp and of Bank, and shall hold such
other titles as may be given to him from time to time by the
respective Boards of Directors of Bancorp and of Bank. Executive
shall devote his full time, attention and energies to the
business of Bancorp and of Bank during the Employment Period (as
defined in Section 3 of this Agreement); provided, however, that
this Section 2 shall not be construed as preventing Executive
from (a) investing Executive's personal assets in enterprises
that do not compete with Bancorp or Bank or (b) being involved in
any other activity with the prior approval of the Board
of Directors of Bancorp and Bank.
3. Term of Agreement.
(a) This Agreement shall be for a three (3) year
period (the "Employment Period") commencing on June 15, 1998 and
ending on June 14, 2001; provided, however, that the Employment
Period shall be automatically extended on June 15, 1999 and on
June 15 of each subsequent year (the "Annual Renewal Date") for a
period ending three (3) years from each Annual Renewal Date
unless either party shall give written notice of nonrenewal to
the other party at least ninety (90) days prior to an Annual
Renewal Date, in which event this Agreement shall terminate at
the end of the then existing Employment Period.
(b) Notwithstanding the provisions of
Section 3(a) of this Agreement, this Agreement shall terminate
automatically for Cause (as defined herein) upon written notice
from the Board of Directors of each of Bancorp and Bank to
Executive. As used in this Agreement, "Cause" shall mean any of
the following:
(i) Executive's conviction of or plea of
guilty or nolo contendere to a felony, a crime of falsehood,
or a crime involving moral turpitude, or the actual
incarceration of Executive for a period of forty-five (45)
consecutive days or more;
(ii) Executive's failure to follow the good
faith lawful instructions of the Board of Directors of
Bancorp or Bank with respect to its operations, following
written notice of such instructions; or
(iii) Executive's willful failure to
substantially perform Executive's duties to Bancorp or Bank,
other than a failure resulting from Executive's incapacity
because of physical or mental illness, which willful failure
results in demonstrable material injury and damage to
Bancorp or Bank.
If this Agreement is terminated for Cause, Executive's rights
under this Agreement shall cease as of the effective date of such
termination.
(c) Notwithstanding the provisions of
Section 3(a) of this Agreement, this Agreement shall terminate
automatically upon Executive's voluntary termination of
employment (other than in accordance with Section 5 of this
Agreement), retirement at Executive's election, or Executive's
death, and Executive's rights under this Agreement shall cease as
of the date of such voluntary termination, retirement at
Executive's election, or death; provided, however, that, if
Executive dies after Executive delivers a Notice of Termination
(as defined in Section 5(a) of this Agreement), the
provisions of Section 13(b) of this Agreement shall apply.
(d) Notwithstanding the provisions of
Section 3(a) of this Agreement, this Agreement shall terminate
automatically upon Executive's disability and Executive's rights
under this Agreement shall cease as of the date of such
termination; provided, however, that, if Executive becomes
disabled after Executive delivers a Notice of Termination (as
defined in Section 5(a) of this Agreement), Executive shall
nevertheless be absolutely entitled to receive all of the
compensation and benefits provided for in, and for the term set
forth in, Section 6 of this Agreement. For purposes of this
Agreement, disability shall mean Executive's incapacitation by
accident, sickness, or otherwise which renders Executive mentally
or physically incapable of performing the services required of
Executive for three hundred sixty (360) consecutive days.
(e) Executive agrees that, in the event his
employment under this Agreement is terminated, Executive shall
concurrently resign as a director of Bancorp or Bank, or any
affiliate of Bancorp or Bank, if he is then serving as a director
of any of such entities.
4. Employment Period Compensation.
(a) Salary. For services performed by Executive
under this Agreement, Bancorp and Bank shall pay Executive a
salary, in the aggregate, during the Employment Period, at the
rate of $150,000 per year, payable at the same times as salaries
are payable to other executive employees of Bancorp or of Bank.
Bancorp and/or Bank may, from time to time, increase Executive's
salary, and any and all such increases shall be deemed to
constitute amendments to this Section 4(a) to reflect the
increased amounts, effective as of the date established for such
increases by the Board of Directors of Bancorp or of Bank or any
committee of such Boards in the resolutions authorizing such
increases.
(b) Bonus. For services performed by Executive
under this Agreement, Bancorp and Bank shall pay Executive a
bonus, in the aggregate, during the Employment Period, in such
amounts and at such times, annually, as is provided in such
executive incentive plan for Executive as shall be approved by
the Board of Directors of Bancorp and in effect from time to
time. In addition, Bancorp and/or Bank may, from time to time,
pay such other bonus or bonuses to Executive as Bancorp and/or
Bank, in their sole discretion, deem appropriate. The payment of
any such bonuses shall not reduce or otherwise affect any other
obligation of Bancorp and/or Bank to Executive provided for in
this Agreement. Notwithstanding the foregoing, Executive shall
be entitled to receive a cash bonus relating to Executive's first
full year of employment in an amount not to exceed $25,000 upon
the attainment of financial goals mutually agreed upon
by Executive and the Boards of Directors of Bancorp and Bank.
(c) Vacation. During the term of this Agreement,
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 Bancorp and Bank plus such other personal or
bonus days as may be set forth in the policies of Bancorp and
Bank. Executive shall not be entitled to receive any additional
compensation from Bancorp and Bank for failure to take a
vacation, nor shall Executive be able to accumulate unused
vacation time from one year to the next, except to the extent
authorized by the Boards of Directors of Bancorp and Bank.
(d) Automobile. During the term of this
Agreement, Bancorp and Bank shall provide Executive with
exclusive use of an automobile. Bancorp and Bank shall be
responsible and shall pay for all costs of insurance coverage,
repairs, maintenance and other operating and incidental expenses,
including license, fuel and oil. Bancorp and Bank shall provide
Executive with a replacement automobile at approximately the time
Executive's automobile reaches three (3) years of age or 50,000
miles, whichever is first, and approximately every three (3)
years or 50,000 miles thereafter, upon the same terms and
conditions.
(e) Employee Benefit Plans. During the term of
this Agreement, Executive shall be entitled to participate in and
receive the benefits of any pension or other retirement benefit
plan, profit sharing, stock option, employee stock ownership, or
other plans, benefits and privileges given to employees and
executives of Bancorp and Bank, to the extent commensurate with
his then existing duties and responsibilities, as fixed by the
Boards of Directors of Bancorp and Bank, including without
limitation enrollment in Bank's Supplemental Executive Retirement
Program (SERP). Bancorp and Bank shall not make any changes in
such plans, benefits or privileges which would adversely affect
Executive's rights or benefits thereunder, unless such change
occurs pursuant to a program applicable to all executive officers
of Bancorp and Bank and does not result in a proportionately
greater adverse change in the rights of or benefits to Executive
as compared with any other executive officer of Bancorp and Bank.
Nothing paid to 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 Executive pursuant to
Section 4(a) hereof.
(f) 1999 Stock Options. Bancorp agrees to
prepare and submit to its shareholders, in connection with its
1999 Annual Meeting of Shareholders, a stock option plan
providing for the grant of stock options to employees of Bancorp
and Bank. Executive shall be granted nonqualified stock options
to purchase 3,000 shares of common stock of Bancorp, effective
upon the date of shareholder approval of such plan, at an
exercise price qual to the fair market value of such
shares on the date of grant. Such options shall be subject to a
three-year vesting provision, with 1/3 of the total number of
options vesting on the first annual anniversary of your
employment with Bancorp and Bank and an additional 1/3 of the
total number of options vesting on each subsequent annual
anniversary date thereafter. Such options will provide for a
term of ten years.
5. Termination of Employment Following Change in
Control.
(a) If a Change in Control (as defined in
Section 5(b) of this Agreement) shall occur and if thereafter, at
any time during the term of this Agreement, there shall be:
(i) any involuntary termination of
Executive's employment (other than for the reasons set forth
in Section 3(b) or 3(d) of this Agreement);
(ii) any reduction in Executive's title,
responsibilities, including reporting responsibilities, or
authority, including such title, responsibilities, or
authority as such title, responsibilities, or authority may
be increased from time to time during the term of this
Agreement;
(iii) the assignment to Executive of duties
inconsistent with Executive's office on the date of the
Change in Control or as the same may be increased from time
to time after the Change in Control;
(iv) any reassignment of Executive to a
location greater than twenty-five (25) miles from the
location of Executive's office on the date of the Change in
Control;
(v) any reduction in Executive's annual base
salary in effect on the date of the Change in Control or as
the same may be increased from time to time after the Change
in Control;
(vi) any failure to continue Executive's
participation in any of Bancorp's incentive compensation or
bonus plans in which Executive participated at the time of
the Change in Control or any change or amendment to any
provisions of any of such plans which would materially
decrease the potential benefits to Executive under any of
such plans;
(vii) any failure to provide Executive with
benefits at least as favorable as those enjoyed by Executive
under any of Bancorp's retirement or pension, life
insurance, medical, health and accident, disability or other
employee plans in which Executive participated at
the time of the Change in Control, or the taking of any
action that would materially reduce any of such benefits in
effect at the time of the Change in Control;
(viii) any requirement that Executive travel
in performance of his duties on behalf of Bancorp or Bank
for a significantly greater period of time during any year
than was required of Executive during the year preceding the
year in which the Change in Control occurred;
(ix) any sustained pattern of interruption
or disruption of Executive for matters substantially
unrelated to Executive's discharge of Executive's duties on
behalf of Bancorp; or
(x) any breach of this Agreement of any
nature whatsoever on the part of Bancorp or Bank;
then, at the option of Executive, exercisable by Executive within
one hundred twenty (120) days of the occurrence of any of the
foregoing events, Executive may resign from employment with
Bancorp and Bank (or, if involuntarily terminated, give notice of
intention to collect benefits under this Agreement) by delivering
a notice in writing (the Notice of Termination") to Bancorp and
Bank and the provisions of Section 6 of this Agreement shall
apply.
(b) As used in this Agreement, "Change in
Control" shall mean the occurrence of any of the following:
(i)(A) a merger, consolidation, or division
involving Bancorp, (B) a sale, exchange, transfer, or other
disposition of substantially all of the assets of Bancorp,
or (C) a purchase by Bancorp of substantially all of the
assets of another entity, unless (x) such merger,
consolidation, division, sale, exchange, transfer, purchase
or disposition is approved in advance by eighty percent
(80%) or more of the members of the Board of Directors of
Bancorp who are not interested in the transaction and (y) a
majority of the members of the Board of Directors of the
legal entity resulting from or existing after any such
transaction and of the Board of Directors of such entity's
parent corporation, if any, are former members of the Board
of Directors of Bancorp; or
(ii) any other change in control of Bancorp
similar in effect to any of the foregoing.
6. Rights in Event of Termination of Employment
Following Change in Control.
(a) In the event that Executive delivers a Notice
of Termination (as defined in Section 5(a) of this Agreement) to
Bancorp and Bank, Executive shall be absolutely entitled
to receive the compensation and benefits set forth below:
(i) If, at the time of termination of
Executive's employment, a "Tax Change" (as defined in
Section 6(a)(iii) of this Agreement) has also occurred,
Bancorp and Bank shall make, in the aggregate, a lump-sum
cash payment to Executive no later than thirty (30) days
following the date of such termination in an amount ("X")
determined pursuant to the following formula:
X = (2.99A - B) x (1 + C)D.
For the purpose of the foregoing formula,
A = Executive's base amount, determined pursuant to
Section 28OG(b)(3)(A) of the Internal Revenue Code of
1986, as amended (the "Code");
B = the present value of all other amounts which qualify as
parachute payments under Code Section 28OG(b)(2)(A) or
(B) (without regard to the provisions of Code
Section 28OG(b)(2)(A)(ii)), such present value to be
determined pursuant to the provisions of Code
Section 28OG;
C = 120% times 0.5 times the lowest of the semiannual
applicable federal rates (determined pursuant to Code
Section 1274(d)) in effect on the date of the "Tax
Change"; and
D = the number of whole semiannual periods plus any
fraction of a semiannual period from the later of the
date of the "Tax Change" or the Change in Control to
the date of termination of Executive's employment.
Notwithstanding the foregoing or any other provision of this
Agreement to the contrary, if the amount determined under "B"
above equals or exceeds 2.99 times the amount determined under
"A" above, no payment shall be made to Executive under this
Section 6, nor shall Executive be required to make any payment to
Bancorp or Bank.
(ii) If, at the time of termination of
Executive's employment, a "Tax Change" has not occurred,
Bancorp shall make a lump-sum cash payment to Executive no
later than thirty (30) days following the date of such
termination in an amount equal to (A) 2.99 times the lesser
of (I) Executive's base amount determined pursuant to the
principles set forth in the regulations promulgated under
Code Section 28OG(b)(3)(A) and as though a "Tax Change" had
occurred on the date of Executive's termination of
employment and (II) Executive's base amount so determined
but as though a "Tax Change" will occur in the calendar year
following the date of Executive's termination of employment,
minus (B) any other amounts paid or payable within
thirty (30) days following Executive's termination of
employment which would constitute (or be presumed to
constitute) parachute payments under Code
Section 28OG(b)(2)(A) or (B) (without regard to the
provisions of Code Section 28OG(b)(2)(A)(ii)) if a "Tax
Change" had occurred on the date of such termination of
employment.
(iii) For purposes of this Agreement, "Tax
Change" means a change (A) in the ownership or effective
control of Bancorp or (B) in the ownership of a substantial
portion of the assets of Bancorp, determined pursuant to
regulations promulgated under Section 28OG of the Code.
Such term also means any similar change with respect to Bank
or an affiliate, to the extent provided in such regulations.
(iv) To the extent benefits become payable
under Section 6(a)(i) or Section 6(a)(ii) by reason of
Executive's termination of employment on or after his
attainment of age 62-1/2, the following amount, if less than
the amount calculated under the relevant section, shall be
paid within thirty (30) days of such termination in lieu of
the amount otherwise payable:
Percentage of Basic
If Termination Occurs Compensation Payable
On or after age 62-1/2 but
before age 63 250%
On or after age 63 but
before age 63-1/2 200%
On or after age 63-1/2 but
before age 64 150%
On or after age 64 but
before age 64-1/2 100%
On or after age 64-1/2 but
before age 65 50%
On or after age 65 0%
For purposes of this paragraph, the term "Basic
Compensation" shall mean the sum of (A) Executive's highest
annualized base salary within the three (3) years
immediately preceding termination of employment, and (B)
Executive's highest amount of bonuses paid or accrued with
respect to the three (3) calendar years immediately
preceding such termination.
(c) Executive shall not be required to mitigate
the amount of any payment provided for in this Section 6 by
seeking other employment or otherwise. The amount of payment or
the benefit provided for in this Section 6 shall not be reduced
by any compensation earned by Executive as the result of
employment by another employer or by reason of Executive's
receipt of or right to receive any retirement or other
benefits after the date of termination of employment or
otherwise.
7. Rights in Event of Termination of Employment
Absent Change in Control.
(a) In the event that Executive's employment is
involuntarily terminated by Bancorp and/or Bank without Cause and
no Change in Control shall have occurred at the date of such
termination, Bancorp and Bank shall pay (or cause to be paid), in
the aggregate, to Executive in cash, within thirty (30) days
following termination, an amount equal to [3.0] times the
Executive's base salary in effect on the date of termination plus
(ii) a portion of the bonus otherwise payable to Executive for
the year in which such termination occurs pro-rated for the
period of time Executive is employed during such year.
Notwithstanding the preceding sentence, in the event the lump sum
payment described in the preceding sentence, when added to all
other amounts or benefits provided to or on behalf of the
Executive in connection with his termination of employment, would
result in the imposition of an excise tax under Code
Section 4999, such lump-sum shall be retroactively (if necessary)
reduced to the extent necessary to avoid such imposition. Upon
written notice to Executive, together with calculations of
Bancorp's independent auditors, Executive shall remit to Bancorp
the amount of the reduction plus such interest as may be
necessary to avoid the imposition of such excise tax.
(b) Executive shall not be required to mitigate
the amount of any payment provided for in this Section 7 by
seeking other employment or otherwise. The amount of payment or
the benefit provided for in this Section 7 shall not be reduced
by any compensation earned by Executive as the result of
employment by another employer or by reason of Executive's
receipt of or right to receive any retirement or other benefits
after the date of termination of employment or otherwise.
(c) To the extent benefits become payable under
this Section 7 by reason of termination of Executive's employment
on or after his attainment of age 62-1/2, the amounts set forth
in Section 6(a)(iv), if less than the amounts payable under this
Section 7, shall be paid within thirty (30) days of such
termination in lieu of the amount otherwise payable under this
Section 7.
(d) The amounts payable pursuant to this
Section 7 shall constitute Executive's sole and exclusive remedy
in the event of involuntary termination of Executive's employment
by Bancorp and/or Bank in the absence of a Change in Control.
8. Covenant Not to Compete.
(a) Executive hereby acknowledges and recognizes
the highly competitive nature of the business of Bancorp and Bank
and accordingly agrees that, during and for the applicable period
set forth in Section 8(c) hereof, Executive shall not:
(i) be engaged, directly or indirectly,
either for his own account or as agent, consultant,
employee, partner, officer, director, proprietor, investor
(except as an investor owning less than 5% of the stock of a
publicly owned company) or otherwise of any person, firm,
corporation, or enterprise engaged, in (1) the banking
(including bank holding company) or financial services
industry, or (2) any other activity in which Bancorp or any
of its subsidiaries is engaged during the Employment Period,
in any county in which, at any time during the Employment
Period or at the date of termination of the Executive's
employment, a branch, office or other facility of Bancorp or
any of its subsidiaries is located, or in any county
contiguous to such a county, including contiguous counties
located outside of the Commonwealth of Pennsylvania (the
"Non-Competition Area"); or
(ii) provide financial or other assistance
to any person, firm, corporation, or enterprise engaged in
(1) the banking (including bank holding company) or
financial services industry, or (2) any other activity in
which Bancorp or any of its subsidiaries is engaged during
the Employment Period, in the Non-Competition Area.
(b) It is expressly understood and agreed that,
although Executive and Bancorp consider the restrictions
contained in Section 8(a) hereof reasonable for the purpose of
preserving for Bancorp and its subsidiaries their good will and
other proprietary rights, if a final judicial determination is
made by a court having jurisdiction that the time or territory or
any other restriction contained in Section 8(a) hereof is an
unreasonable or otherwise unenforceable restriction against
Executive, the provisions of Section 8(a) hereof shall not be
rendered void but shall be deemed amended to apply as to such
maximum time and territory and to such other extent as such court
may judicially determine or indicate to be reasonable.
(c) The provisions of this Section 8 shall be
applicable commencing on the date of this Agreement and ending on
one of the following dates, as applicable:
(i) if Executive's employment terminates in
accordance with the provisions of Section 3 (other than
Section 3(b) relating to termination for Cause), the
effective date of termination of employment;
(ii) if Executive's employment terminates in
accordance with the provisions of Section 3(b) of this
Agreement (relating to termination for Cause) or the
Executive voluntarily terminates his employment
other than in accordance with the provisions of Section 5
hereof, the first anniversary date of the effective date of
termination of employment; or
(iii) if the Executive voluntarily
terminates his employment in accordance with the provisions
of Section 5 hereof, the effective date of termination of
employment.
9. Notices. Except as otherwise provided in this
Agreement, any notice required or permitted to be given under
this Agreement shall be deemed properly given if in writing and
if mailed by registered or certified mail, postage prepaid with
return receipt requested, to Executive's residence, in the case
of notices to Executive, and to the principal executive offices
of Bancorp and Bank, in the case of notices to Bancorp and Bank.
10. 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 Executive and
an executive officer specifically designated by the Boards of
Directors of Bancorp and Bank. No waiver by either party hereto
at any time of 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 shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.
11. Assignment. This Agreement shall not be assignable
by any party, except by Bancorp and Bank to any successor in
interest to their respective businesses.
12. Entire Agreement. This Agreement contains the
entire agreement of the parties relating to the subject matter of
this Agreement.
13. Successors; Binding Agreement.
(a) Bancorp and Bank will require any successor
(whether direct or indirect, by purchase, merger, consolidation,
or otherwise) to all or substantially all of the businesses
and/or assets of Bancorp and Bank to expressly assume and agree
to perform this Agreement in the same manner and to the same
extent that Bancorp and Bank would be required to perform it if
no such succession had taken place. Failure by Bancorp and Bank
to obtain such assumption and agreement prior to the
effectiveness of any such succession shall constitute a breach of
this Agreement and the provisions of Section 3 of this Agreement
shall apply. As used in this Agreement, "Bancorp" and "Bank"
shall mean Bancorp and Bank as defined previously and any
successor to their respective businesses and/or assets as
aforesaid which assumes and agrees to perform this Agreement by
operation of law or otherwise.
(b) This Agreement shall inure to the benefit of
and be enforceable by Executive's personal or legal
representatives, executors, administrators, heirs, distributees,
devisees, and legatees. If Executive should die after a Notice
of Termination is delivered by Executive, or following
termination of Executive's employment without Cause, and any
amounts would be payable to Executive under this Agreement if
Executive had continued to live, all such amounts shall be paid
in accordance with the terms of this Agreement to Executive's
devisee, legatee, or other designee, or, if there is no such
designee, to Executive's estate.
14. Arbitration. Bancorp, 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, in Reading, Pennsylvania, to the American
Arbitration Association (the "Association") in accordance with
the Association's National Rules for the Resolution of Employment
Disputes or other applicable rules then in effect ("Rules").
Bancorp and Bank or Executive may initiate an arbitration
proceeding at any time by giving notice to the other in
accordance with the Rules. Bancorp and Bank and Executive, may,
as a matter of right, mutually agree on the appointment of a
particular arbitrator from the Association's pool. The
arbitrator shall not be bound by the rules of evidence and
procedure of the courts of the Commonwealth of Pennsylvania but
shall 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, shall be final
and binding upon the parties and shall be enforceable in courts
of proper jurisdiction. Following written notice of a request
for arbitration, Bancorp, Bank and Executive shall be entitled to
an injunction restraining all further proceedings in any pending
or subsequently filed litigation concerning this Agreement,
except as otherwise provided herein.
15. Validity. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
16. Applicable Law. This Agreement shall be governed
by and construed in accordance with the domestic, internal laws
of the Commonwealth of Pennsylvania, without regard to its
conflicts of laws principles.
17. Headings. The section headings of this Agreement
are for convenience only and shall not control or affect the
meaning or construction or limit the scope or intent of any of
the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
FIRST LEESPORT BANCORP, INC.
By___________________________(SEAL)
Attest:____________________________
"Bancorp"
FIRST NATIONAL BANK OF LEESPORT
By___________________________(SEAL)
Attest:__________________________
"Bank"
Witness:
_________________________ _____________________________(SEAL)
Xxxxxxx X. Xxxxxxx, Xx.
"Executive"
