Embassy Bank For the Lehigh Valley Lehigh Valley, PA 18002-0405 January 1, 2006
Exhibit 10.10
Embassy
Bank For the Lehigh Valley
P.O.
Box 20405
Lehigh Valley, PA 18002-0405
January
1, 2006
Xx. Xxxxx
X. Xxxxxx, Xx.
Walnut
Creek Farm
0000
Xxxxx Xxxxxxx Xxxxx
Zionsville,
PA 18092
Dear
Xxxxx:
This will
set forth our understandings concerning your continued employment as President
and Chief Executive Officer of Embassy Bank. This Agreement shall supercede and
replace all prior agreements and understandings concerning the terms of your
employment.
1. You
are retained by the Board of Directors as President and Chief Executive Officer
of the Bank. You shall also serve as Vice Chairman of the Board of Directors. As
President and Chief Executive Officer, you will be responsible for all
operational and business matters affecting the Bank. As Vice Chairman, you agree
that if the present Chairman resigns or is unable to serve as such for any
reason, you will serve as Chairman of the Board if elected by the Board of
Directors.
2.
Your compensation will be as follows:
(a) A
base annual salary of $240,000 during 2006.
(b) You
will receive an annual bonus as determined by the Board of Directors
annually.
(c) After
2006, you will receive salary and bonus increases as approved by the Board of
Directors. For 2007, it is contemplated that the increase will be in the area of
10% to 15%. Your future bonuses will be limited to a maximum of 30% of
salary.
(d) You
may elect to defer a portion of your compensation prior to the commencement of
any year pursuant to any Deferred Compensation Plan adopted by the
Bank.
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Embassy
Bank For the Lehigh Valley
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(e) You
will participate in the 401(k) plan, health, disability, group life insurance
and any other employee benefit plans established by the Bank on the same basis
as other full-time employees of the Bank.
(f)
You will receive six weeks of paid vacation per year.
(g) You
will be reimbursed for all ordinary and necessary business expenses incurred by
you on behalf of the Bank including an automobile allowance of $575.00 per month
for the use of a personally owned automobile for bank business.
(h) You
will receive stock options during each year of your employment by the Bank as
awarded by the Board of Directors. At a minimum you shall receive annually
options to purchase that number of shares determined by dividing 30% of your
salary by the current market value of the Common Stock on the date the options
are granted. The option exercise price will be the fair market value of the
stock on the date the options are granted. These options will have a term of
nine (9) years from the date of grant. All of
the options will be qualified stock options which will be issued pursuant to the
qualified stock option plan adopted by the Bank.
(i)
You will receive a SERP benefit upon your retirement in the subject to the
terms of the existing SERP arrangements in place at that time.
(j)
The Bank will pay the initial membership fee and the minimum monthly dues
for your membership at the Saucon Valley Country Club.
3.
The term of your employment shall be perpetual until you attain age 70,
unless earlier terminated by you or the Bank in accordance with the provisions
set forth below. At age 70 and thereafter, your employment will be on such terms
as mutually agreed.
The Bank
shall have the right to terminate your employment prior to your attaining age 70
and pay no further compensation:
(a) Upon
thirty (30) days prior written notice for "cause". For purposes of this
Agreement, "cause" is defined as theft, fraud or dishonesty in connection with
your duties, your willful failure to follow the lawful and reasonable directives
of the Board or your willful and persistent failure to perform your duties as
President and CEO.
(b) If
you become unable to perform substantially all of your duties due to your
permanent disability or death. You will be considered permanently disabled if
you are considered as such under the Bank's disability' benefit plan in which
you participate.
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Bank For the Lehigh Valley
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January
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(c) If
you voluntarily resign your employment, except as provided in paragraph 3(d)
below.
(d) Upon
written notice from the Board of Directors for any other reason effective five
years from the date of the notice. Provided, however that in the case of any
notice of termination under this paragraph 3(d), if you give notice of your
intent to resign within six months of your receipt of such notice, you shall
receive in lieu of any other compensation due you, an amount equal to five times
the base salary and minimum bonus you are receiving as of the date of such
resignation. Such amount shall be paid in five equal annual installments, the
first to be paid on the effective date of your resignation and thereafter on the
four successive anniversaries of such affective date. In addition, for a period
of five years following such resignation, you shall receive all 401(k) benefits
and health insurance coverages you are receiving as of the date of your
resignation. You agree to give at least six months prior written
notice of your intent to resign under the provisions of this paragraph
3(d).
4.
You will cooperate with the Bank by appearing for any required
physical examinations and providing any required medical information so that the
Bank may obtain "key man" life insurance on your life naming the Bank as
beneficiary.
5.
In consideration of our commitment to you, you agree
that for a period of one year from any termination of your employment, you will
not become employed by or associated with any other bank or group of persons or
entities forming a bank if the new bank or your place of employment is within
fifty (50) miles of the principal office of the Bank at 000 Xxxxxxx
Xxxxx.
6.
At the request of either party, all disputes
concerning the employment relationship, except for the non-compete clause
contained in Paragraph 5 above, will be settled by binding arbitration
to be held in Bethlehem, Pennsylvania pursuant to the rules and regulations of
the American Arbitration Association.
7.
We have agreed to a severance pay arrangement in the event the
Bank (or a bank holding company controlling the Bank) is acquired by or merges
into or with another banking institution, bank holding company or any other
entity. In the event such a transaction is consummated during your employment
and results in another entity obtaining control (through stock ownership, board
membership, or otherwise) of the operation and management of the Bank (or a bank
holding company controlling the Bank), the following severance arrangements
shall apply:
(a) If
within two years of the change in control (i) you receive notice that your
employment is being terminated under paragraph 3(d) above; or (ii) you
voluntarily resign for any reason, you will receive in a single lump sum, in
lieu of any other compensation due you, five times the annual base salary and
minimum bonus you are receiving as of the date of your termination. In addition,
for a period of five years from such termination or resignation after a change
in control you will continue to receive all 401 (k) benefits and health
insurance coverages which you are receiving as of the date of such
termination.
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Bank For the Lehigh Valley
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8.
In the event you die during the payout period of any
termination pay due you under paragraph 3(d) above, any remaining installments
shall be paid to your estate.
9.
If the foregoing correctly sets forth our
understandings, please sign and return one copy of the letter to
me.
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Embassy
Bank For the Lehigh Valley
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By
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/s/
Xxxxx Xxxxx
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Xxxxx
Xxxxx
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Chairman
of the Board
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The
foregoing is agreed and accepted
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/s/
Xxxxx X. Xxxxxx
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Xxxxx
X. Xxxxxx, Xx.
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COMMONWEALTH
OF PENNSYLVANIA
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Notarial
Seal
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Xxxxxxx
X. Xxxxxxxx, Notary Public
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Hanover
Twp., Northamption County
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My
Commission Expires Dec. 26, 2009
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Member,
Pennsylvania Association of Notaries
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/s/
Xxxxxxx X.
Xxxxxxxx
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