Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made as of January 1, 1996, by
and between THE PEOPLES BANK OF OXFORD, a Pennsylvania banking
corporation with its principal place of business at 24 S. Third
Street, P.O. Box 500, Oxford, Pennsylvania 19363-0500
("Employer"), and GEORGE C. MASON, residing at 801 N. High
Street, West Chester, PA 19380 ("Employee").
BACKGROUND
Employer wishes to employ Employee and Employee wishes to
be so employed in accordance with the terms and provisions of
this Employment Agreement.
AGREEMENT
NOW, THEREFORE, intending to be legally bound hereby, the
parties agree as follows:
Section 1. Employment. Employer hereby employs Employee,
who hereby accepts such employment, to serve as Employer's Chief
Executive Officer and Chairman of the Board of Directors of
Employer, subject to the terms and conditions hereinafter set
forth.
Section 2. Term. Employee's employment under the terms and
conditions of this Agreement shall commence as of the date
hereof and shall continue until December 31, 2000, unless sooner
terminated as herein provided (the "Initial Term").
Notwithstanding anything herein provided to the contrary, absent
the prior termination of this Agreement, or the delivery of a
Notice of Termination (as defined in Section 10 below),
commencing at the end of the Initial Term, and continuing for
each one (1) year period at the end of any renewal period, this
Agreement shall automatically be renewed for a new one (1) year
term, unless written notice is given by either party, no later
than ninety (90) days prior to the last day of the Initial Term,
or any renewal period, indicating that the automatic renewal
will not occur.
Section 3. Duties. Employee shall perform such duties as
are generally incident to the office of Chief Executive Officer
and Chairman of the Board of Directors of a banking institution
of comparable size to Employer, and such other duties as are
required under the By-laws of Employer or reasonably required by
the Board of Directors of the Employer.
Section 4. Compensation.
(a) Salary. During the Initial Term and all renewals
thereof, Employer shall pay to Employee, in equal installments
at least as frequently as monthly, a minimum annual salary equal
to the greater of (i) $125,000.00, or (ii) such higher annual
salary as any future compensation committee of the Board of
Directors may determine, or in the absence of any such
compensation committee, as the Board of Directors of Employer
may determine.
(b) Bonus. During the Initial Term of this Agreement and
all renewals thereof, Employer will pay to Employee an annual
bonus in an amount and in such installments as any future
compensation committee of the Board of Directors may determine,
or in the absence of any such compensation committee, as the
Board of Directors of Employer may determine, but in no case
shall the bonus be less than Ten Thousand Dollars ($10,000.00)
annually.
(c) Additional Benefits. During the Initial Term and all
renewals thereof, Employee shall be entitled to participate in
all of the employee benefit plans of Employer which are
applicable to executive salaried officers, including, but
without limitation, the pension plan, health insurance,
disability insurance with a monthly benefit of at least
$2,500.00 and no less than four (4) weeks paid vacation. In
addition, upon termination of this Agreement for any reason,
Employee shall have the right to purchase any insurance policies
which Employer owns on his life for the cash surrender value
plus an assumption of the remaining payments; provided, however,
Employee shall not have the right to purchase any insurance
policies necessary to fund any of his rights and benefits
hereunder.
(d) Perquisites. During the Initial Term and any renewals
thereof, Employee shall be entitled to the same perquisites that
he is receiving as of the date of this Agreement, including, but
without limitation, reimbursement for all club memberships
approved by the Board of Directors, including one (1) country
club membership, and the use of an automobile at least
comparable to that presently being provided to Employee.
Section 5. Disability/Death.
(a) Employer shall have the right to terminate Employee's
employment hereunder upon not less than ninety (90) days' prior
written notice to Employee if, because of mental or physical
disability, Employee shall have been incapable, continuously for
a period of twelve (12) months, or twelve (12) out of fifteen
(15) consecutive months, prior to the date of such notice, of
performing all of his duties under this Agreement. In the event
of termination for disability, Employee's salary, as determined
hereunder, shall be paid for the remainder of the Initial Term,
or any renewal thereof, and Employee shall be entitled to all
benefits and service credits for benefits under all employee
benefit plans for the duration of the Initial Term or any
renewal thereof, as if Employee were still employed during such
period under this Agreement. At the end of such period, Employee
shall be deemed to have retired from Employer and shall be
eligible for any and all rights provided to retirees from
Employer under all employee benefit plans. If and to the extent
that employee benefits or service credits for such benefits
under any employee benefit plan shall not be payable or provided
under any such plan to Employee, or his dependents, because he
is no longer an Employee of Employer, Employer itself shall, to
the extent necessary, pay or provide for payment of such
employee benefits or service credits for such benefits to
Employee and his dependents for the remainder of the Initial
Term or any renewal thereof.
(b) In the event of Employee's death during the Initial
Term or any renewal hereof, Employee's employment hereunder
shall terminate and his spouse or, if he does not have a spouse
at the date of his death, his estate, shall be entitled to a
death benefit equal to Employee's salary for the remainder of
the Initial Term or, if the Initial Term has passed, for one (1)
complete year, payable within ninety (90) days of the date of
his death, without prejudice to any other payments due under any
applicable employee benefit plans or insurance.
Section 6. Termination by Employer for Cause.
(a) At any time, Employer may terminate Employee's
employment for Cause (as defined below), but only if the Board
of Directors of Employer determines, by majority vote of the
entire Board of Directors, that Employee's employment should be
terminated for Cause. For purposes of this Section 6(a),
Employee shall not be counted to determine that number which
equals a majority of the Board. Employee hereby agrees to
abstain from any vote of the Board of Directors relating to such
determination.
(b) For purposes of this Agreement, "Cause" shall mean a
substantial failure by Employee to perform his duties hereunder;
misappropriation or embezzlement of corporate or customer funds;
conviction of a felony; significant violation of any statutory
or common law duty of loyalty to Employer; or breach by Employee
of any of the provisions set forth in Section 12(b) hereof.
Section 7. Termination by Employee. Employee may terminate
this Agreement for "Good Reason." For purposes of this
Agreement, "Good Reason" shall mean:
(a) A significant change in the nature or scope of the
authorities, functions, duties or responsibilities of the
position in which Employee is hereby employed, which change is
not remedied within thirty (30) days after receipt by Employer
of written notice hereof by Employee; or
(b) A material breach by Employer of any provisions of
this Agreement, including, without limitation, the failure of
Employer substantially to maintain and to continue during the
Initial Term and any renewals thereof, Employee's salary or
benefits as in effect on the date hereof or as they may be
implemented or improved from time to time, which breach is not
remedied within thirty (30) days after receipt by Employer of
written notice thereof by Employee; or
(c) The failure or refusal of any successor to Employer to
assume all duties and obligations of Employer under this
Agreement; or
(d) The relocation of Employer's office to a location
which is more than thirty-five (35) miles from Employee's
residence on the date hereof, or Employer's requiring Employee
to be based anywhere other than the principal executive office
of Employer on the date hereof, except for required travel on
Employer's business to an extent substantially consistent with
Employee's present business travel obligations; or
(e) After a Change in Control (as defined below) occurs, a
determination by Employee made in good faith that as a result of
the Change in Control, and a change in circumstances thereafter
affecting his position, he is unable to exercise the
authorities, powers, functions or duties commensurate with the
position for which he is hereby employed, which situation is not
remedied within thirty (30) days after receipt by Employer of
written notice from Employee of such determination.
Section 8. Change in Control. For purposes of this
Agreement, "Change in Control" shall occur when:
(a) Any "person" (as such term is used in Sections 3(a)(9)
and 13(d)(3) of the Securities Exchange Act of 1934), other than
a current shareholder holding as record owner in excess of five
percent (5%) of the outstanding securities of Employer, becomes
the beneficial owner, directly or indirectly, of securities of
Employer representing twenty-five percent (25 %) or more of the
voting power of the then outstanding securities of Employer; or
(b) A change in the composition of a majority of the Board
of Directors of Employer occurs within twelve (12) months after
any "person" (as such term is used in Sections 3(a)(9) and
13(d)(3) of the Securities Exchange Act of 1934), other than a
current shareholder holding as record owner in excess of five
percent (5%) of the outstanding securities of Employer, becomes
the beneficial owner, directly or indirectly, of securities of
Employer representing twenty-five percent (25%) of the voting
power of the then outstanding securities of Employer.
Section 9. Effect of Termination for Cause or Good Reason.
(a) If Employer shall terminate Employee's employment for
Cause or Employee shall voluntarily terminate his employment
other than for Good Reason, Employer shall pay Employee his full
salary through the month in which such termination occurs and
shall have no further obligation to Employee under this
Agreement.
(b) If Employer shall terminate Employee's employment
prior to the end of the Initial Term or any renewal thereof, for
other than Cause, or if Employee shall terminate his employment
for Good Reason, then Employer shall pay to Employee and provide
him, his dependents, beneficiaries and estate, with the
following:
(i) Employer shall pay to Employee (a) the salary due
for the remainder of the Initial Term or any renewal thereof, or
(b) three hundred percent (300%) of the sum of Employee's
average annual salary for the preceding five (5) years plus his
average annual bonuses for the preceding five (5) years,
whichever of (a) or (b) above is greater, such sum to be paid in
equal monthly installments over the remainder of the Initial
Term, or any renewal thereof.
(ii) During the remainder of the Initial Term or any
renewal thereof, Employee and his dependents shall continue to
be entitled to all employee benefits and service credits for
such benefits under all employee benefit plans, other than
bonuses, as if Employee were still employed during such period
under this Agreement, and at the end of such period Employee
shall be deemed to have retired from Employer and shall be
eligible for any and all benefits and rights provided to
retirees from Employer under all applicable employee benefit
plans.
(iii) If and to the extent that employee benefits or
service credits for such benefits under any applicable employee
benefit plan shall not be payable or provided under any such
plan to Employee, or his dependents, because he is no longer an
employee of Employer, Employer itself shall, to the extent
necessary, pay or provide for payment of such employee benefits
or service credits for such benefits to Employee and his
dependents for the remainder of the Initial Term or any renewal
thereof.
(iv) Notwithstanding the provisions of subparagraphs
(i) through (iii) above, all amounts payable and benefits to be
provided pursuant to a termination under Section 7(a), (b), (c)
or (d) of this Agreement which occurs within one (1) year of a
Change in Control, and all amounts payable and benefits to be
provided pursuant to a termination made pursuant to Section 7(e)
of this Agreement, shall be adjusted so that the total present
value of all such payments and benefits is less than 300% of
Employee's Average Annual Compensation (as defined below). Such
adjustments shall be made as follows:
(1) As of the date that the Employee becomes
entitled to the payments and benefits described in the paragraph
above, the present value of the amount payable or the benefit
provided under each section of this Agreement must be
determined, using the interest rate prescribed by Section
1274(b)(2) of the Internal Revenue Code ("Code") and applicable
regulations and the method prescribed by Code Section 280G(d)(4)
and applicable regulations.
(2) The sum of the present values calculated
under subparagraph (1) shall constitute the Employee's Present
Value Account, established as a bookkeeping account only for
purposes of adjusting payments under this section.
(3) If the Present Value Account is not less
than the Maximum Benefit (as defined in paragraph (5)) on the
date that the present value calculation is made pursuant to
paragraph (1) hereof, the Employee may elect, in his sole
discretion, to have the date of any payment under this Agreement
which would otherwise be due and payable extended to reduce the
Present Value Account. Any election by the Employee to extend a
payment shall be irrevocable. If the extension of payment dates
does not reduce the Present Value Account below the Maximum
Benefit amount, or if the Employee does not elect to extend
payment dates, the amounts to be paid to Employee shall be
reduced such that following such reduction the Present Value
Account equals the greatest amount that is less than the Maximum
Benefit amount.
(4) "Average Annual Compensation" means the
average of Employee's total compensation from Employer that was
includable in his gross income for income-tax purposes during
the five (5) year period ending on December 31 preceding the
Change in Control of Employer, or from the date of employment
with Employer, if later.
(5) "Maximum Benefit" means the greatest amount
that is less than three times Employee's Average Annual
Compensation.
(6) This paragraph 9(b)(iv) is intended to
prohibit the payment to Employee of any amount that would
constitute a "parachute payment" as currently defined in Code
Section 280(G)(b)(2). This paragraph shall be construed to so avoid such
characterization and to comply with any Treasury regulations
which may be promulgated under Code Section 280(G).
Section 10. Termination Notice. Any termination by
Employer for disability or Cause, or by Employee voluntarily or
for Good Reason, shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this
Agreement upon which Employer or Employee relied and shall set
forth in reasonable detail all facts and circumstances claimed
as the basis for termination of Employee's employment under the
provision so indicated. Any such notice shall be by registered
or certified mail and mailed to Employee at the last address he
has filed in writing with Employer, or, in the case of notice to
Employer, to its Secretary at Employer's principal executive
offices.
Section 11. Attorneys' Fees. In the event that it shall
be necessary or desirable for Employee to retain legal counsel
and/or incur other costs and expenses in connection with the
enforcement of any or all of his rights under this Agreement,
and provided that Employee substantially prevails in the
enforcement of such rights, Employer shall pay (or Employee
shall be entitled to recover from Employer, as the case may be)
Employee's reasonable attorneys' fees and costs and expenses in
connection with the enforcement of his rights, including the
enforcement of any arbitration award or judgment entered by a
court.
Section 12. Competitive Activity and Confidentiality.
(a) Employee, for a period of two (2) years following the
termination of this Agreement, will not, directly or indirectly,
engage or participate in, or become employed by, or render
advisory or other services to, or own any interest in, any bank
or bank holding company which maintains any office within thirty
(30) miles of Employer's chief executive office. If the
foregoing provisions of this subparagraph shall be determined to
be invalid by reason of the length of any period or the size of
the area set forth herein, such period of time, such area, or
both shall be considered to be reduced to a period of time or
area which will cure such invalidity.
(b) Employee, for any period during which he is being paid
hereunder, will not, directly or indirectly,
(i) Use for his own benefit or account or for the
benefit of another, communicate, divulge or disclose under any
circumstances whatsoever, for any reason or purpose whatsoever,
except where required by law or governmental regulation or where
such information is generally available to the public,
(1) information concerning the customers, clients, and accounts
of Employer, or (2) knowledge of the conduct, details or
business methods of Employer, business policies, rates, computer
software or systems, financial information, or such other
proprietary and confidential information of Employer, which
Employee has knowledge of or shall hereafter establish, receive,
obtain, or become aware of by virtue of providing employment
services and acting as an officer and director of Employer or
otherwise, recognizing such knowledge and information to be
valuable and unique assets of Employer;
(ii) In any manner interfere with, disrupt or attempt
to disrupt any relationship, contractual or otherwise, between
Employer and any of its customers or clients, or solicit or
induce any person, corporation, or other entity that is a
customer of Employer, at the time of the termination of his
employment hereunder, or that was a customer at any time within
the two year period immediately preceding such time, to become a
customer of any other person, corporation, or other entity which
is engaged in the business in which Employer is currently or
hereafter engaged, or approach any such person, corporation, or
other entity for such purpose or authorize or knowingly approve
the taking of such actions by other persons, or disparage
Employer's business and reputation;
(iii) Solicit or induce any person who is an employee
of Employer at the time of the termination of Employee's
employment hereunder, or that was such at any time within the
two year period immediately preceding such time, to become
employed by any person, firm, or corporation which is engaged in
the business which is currently or hereafter engaged in by
Employer or approach any such employee for such purpose or
authorize or knowingly approve the taking of such actions by
other persons.
(c) Employee acknowledges that the services to be rendered
by him as an Employee, officer and director are of a special
unique and extraordinary character, and in connection with such
services, he will have access to proprietary or confidential
information vital to Employer's business. By reason of this
Employee acknowledges that if he breaches any of the provisions
of this Agreement with respect to non-competition, diversion of
Employee's clients or employees, or confidentiality, Employer
would sustain irreparable harm, and, therefore, Employee agrees
that in addition to any other remedies which Employer may have
under this Agreement or otherwise upon such breach, Employer
shall be entitled to apply to any court of competent
jurisdiction for equitable relief, including specific
performance and injunctions restraining Employee from committing
or continuing any such violation of this Agreement. In the event
of any actions or proceedings at law or in equity commenced by
Employer under or pursuant to this Agreement, Employee hereby
agrees and consents to the exclusive jurisdiction of the courts
located in the Commonwealth of Pennsylvania for any such actions
or proceedings. Employee agrees that any breach of any of his
representations, warranties or covenants set forth in this
Agreement will cause irreparable damage to Employer, the amount
of which will be impossible to ascertain and as result of which
the remedy at law will not be adequate. For these reasons,
Employer shall be entitled to temporary, preliminary or
permanent injunctive relief from any court of competent
jurisdiction to enforce specific performance of this Agreement.
Section 13. Successors/Binding Agreement. Employer shall
require any successor whether direct or indirect, by purchase,
merger, reorganization, consolidation, affiliation, acquisition
of property or stock, liquidation, or otherwise) to all or a
significant portion of the assets of Employer ("Successor"), by
agreement in form and substance satisfactory to Employee,
expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that Employer would be
required to do so if no such succession had taken place.
Regardless of whether such agreement is executed, this Agreement
shall be binding upon any Successor in accordance with the
operation of law and such Successor shall be deemed the
"Employer" for purposes of this Agreement. This Agreement shall
inure to the benefit of and be enforceable by Employee and his
personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
Section 14. Severability. In the event any provision or
portion of this Agreement shall be determined to be invalid or
unenforceable for any reason, the remaining provisions of this
Agreement shall remain in full force and effect to the fullest
extent permitted by law.
Section 15. Amendment/Waiver. This Agreement may not be
amended, modified, waived or cancelled except by a writing
signed by each party hereto. No waiver by either arty 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
any prior or subsequent time.
Section 16. Entire Agreement. This Agreement constitutes
the entire Agreement between the parties relative to the subject
matter hereof. Any previous agreement among the parties hereto
is superseded by this Agreement.
Section 17. Notices. All notices required or permitted
hereunder shall be in writing and shall be sent by certified or
registered mail, return receipt requested, postage prepaid, to
the addresses first set forth above, or to such other address as
either of such parties may designate in a written notice served
upon the other party in the manner provided herein. All notices
required or permitted hereunder shall be deemed duly given on
the fifth day following deposit of such in the U. S. mail.
Section 18. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
Employer:
THE PEOPLES BANK OF OXFORD
By:/s/ Carl R. Fretz
Carl R. Fretz, President
Employee:
/s/ George C. Mason
GEORGE C. MASON
