Exhibit 10.18
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made on the ____ day of ______________, 1997 between
KEYSTONE FINANCIAL, INC. (the "Corporation"), a Pennsylvania corporation with
its principal office at Xxx Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX, and XXXXX X. XXXXXX
(the "Executive"), residing at 0000 Xxxxxx Xxxxx Xxxx, Xxxx, XX x0000,
WHEREAS, said Executive Employment Agreement shall become effective on
January l, l997; and
WHEREAS, the Corporation desires to employ the Executive in a Senior
Executive position with the Corporation or a Subsidiary under the terms and
conditions set forth herein; and
WHEREAS, the Executive desires to serve the Corporation in a Senior
Executive position under the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenant and agreement
set forth herein and intending to be legally bound hereby, the parties agree as
follows:
1. DEFINITIONS. The following definitions shall apply in this Agreement:
(a) "Anniversary Date" shall mean January 1, 1997 and the January 1
of each successive year.
(b) "Annual Salary" shall be the base cash compensation defined in
Section 5(a) without regard to any elective deferral or salary
reduction plan or program of the Corporation.
(c) "Board of Directors" shall mean the Board of Directors of the
Corporation as constituted from time to time.
(d) "Change of Control" shall be as defined in paragraph 14 of this
Agreement.
(e) "Disability" shall be as defined in paragraph 10(b) of this
Agreement.
(f) "Early Retirement" shall be that age stipulated from time to time
by the Human Resources Committee of the Board of Directors as the
age at which key management personnel may elect to take early
retirement.
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(g) "LTD" means the corporation's long-term disability insurance for
key management personnel as in effect from time to time.
(h) "MICP" means the Corporation's Management Incentive Compensation
Plan as in effect from time to time, or any successor plan
thereto.
(i) "Normal Retirement" shall be that age stipulated from time to
time by the Human Resources Committee of the Board of Directors
as the age at which key management personnel are required to take
mandatory retirement.
(j) "Senior Executive" shall mean any key management employee of the
Corporation or a Subsidiary whose employment relationship is
governed by a contract or agreement.
(k) "Subsidiary" shall mean any bank, corporation or other entity of
which the Corporation owns, directly or indirectly, through one
or more Subsidiaries, a majority of each class of equity security
having ordinary voting power in an election of directors.
2. TERM OF AGREEMENT; RENEWAL. This Agreement shall be initially effective
for a three-year period beginning January l, l997. The term of this Agreement
will automatically renew on January 1, 1998 and each subsequent Anniversary Date
for an additional three-year period unless, prior to the first day of October
preceding the first Anniversary Date within the then current term, either party
shall give written notice of nonrenewal to the other, in which event this
Agreement shall terminate at the end of the three-year period then in effect.
For example, the initial contract period is January l, 1997 through December 31,
1999. On January 1, 1998, the term of this Agreement extends to December 31,
2000, unless one of the parties provides written notice of his intent not to
renew the Agreement prior to October 1, l997.
3. POSITION AND DUTIES. The Executive shall serve initially as
President/Chief Executive Officer of Keystone National Bank, reporting to the
Senior Executive Vice President and Chief Banking Officer of the Corporation,
and shall have supervision and control over, and responsibility for, the general
management and operation of Keystone National Bank, and shall have such other
powers and duties as may from time to time be prescribed by the Senior Executive
Vice President and Chief Banking Officer of the Corporation, provided that such
duties are consistent with the position of a Senior Executive.
4. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall devote substantially
all his working time, ability and attention to the business of the Corporation
during the term of this Agreement. The Executive shall notify the Board of
Directors in writing before the Executive engages in any other business or
commercial activities, duties or pursuits, including, but not limited to,
directorships of other companies. Under no circumstances may the Executive
engage in any business or commercial activities, duties or pursuits which
compete with the business or commercial activities of the Corporation or any of
its Subsidiaries, nor may the Executive serve as a director or officer or in any
other capacity with any business entity unless he shall have received advance
written approval from the officer of the Corporation to whom he reports as
provided in paragraph 3 of this Agreement.
5. COMPENSATION.
(a) ANNUAL SALARY. For services rendered under this Agreement, the
Executive shall be entitled to receive as base compensation for
the period through December 31, 1997, an Annual Salary at an
initial rate of $175,000 per year. The Executive's Annual Salary
shall be reviewed thereafter by the Board of Directors at least
once annually and may be adjusted at the discretion of the Board
of Directors in accordance with the Corporation's then-current
compensation policies and practices and other factors deemed
relevant by the Board; provided, that at no time shall the Annual
Salary be less than the Executive's Annual Salary in the prior
calendar year. Annual Salary shall be subject to withholding and
other applicable taxes and payroll deductions and payable in
substantially equal monthly installments or such other more
frequent intervals as may be determined by the Board of Directors
as payroll policy for Senior Executives.
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(b) INCENTIVE COMPENSATION. The Executive shall be eligible for
annual incentive awards under and in accordance with the MICP,
based on achievement of annual performance goals and other
criteria set forth in the MICP. Subject to the terms and
conditions of the MICP and all rules and regulations pertaining
thereto, any incentive award to which the Executive becomes
entitled will be paid to the Executive within ninety (90) days
following the end of the fiscal year in question. In addition to
the MICP, the Executive will be eligible to participate in any
stock option, stock bonus, or other incentive plan available
generally to other Senior Executives from time to time.
6. BENEFITS, VACATION TIME, EXPENSES AND PERQUISITES.
(a) EMPLOYEE BENEFIT PLANS. During the term of this Agreement the
Executive shall be entitled to participate in all Corporate
employment benefit plans made available from time to time by the
Corporation to its Senior Executives, including but not limited
to pension, profit-sharing, savings, supplemental retirement
income, medical and health-and-accident plans and arrangements,
subject to and on a basis consistent with the terms and
conditions of, and the Corporation rules and regulations
pertaining to,such plans and arrangements, and any limitations or
qualifications imposed by any applicable governmental body.
Subject to the foregoing, the benefit plans and arrangements
provided to the Executive shall include, but not be limited to,
the following:
(i) Retirement Income Plans: The Executive shall be entitled to
participate in any nonqualified supplemental retirement
income plans available from time to time to the
Corporation's "highly compensated employees" as defined by
Section 414(q) of the Internal Revenue Code, and shall
become vested in such plans according to the schedules
provided in the plan documents. Benefits to be received by
the Executive upon retirement will be calculated under
formulas utilized in such plans as in effect (A) upon the
effective date of this Agreement, and (B) at the time of the
Executive's retirement, and actual payments will be the
greater (higher) of two benefit amounts calculated under the
formulas.
(ii) Life Insurance: Subject to satisfaction of conditions
imposed by the applicable insurance company for additional
coverage, the Corporation shall continue to maintain for the
Executive during the term of this Agreement the insurance
coverage established for the Executive effective January l,
l994 (and as amended January 1, 1997) under and in
accordance with the Keystone Financial Executive Split
Dollar Agreement with Executive; provided, and
notwithstanding any contrary provisions therein, the
Corporation shall have no unilateral right to terminate or
modify such Split Dollar Agreement with Executive.
(iii)Disability Insurance: In addition to standard group benefit
provisions, the Corporation shall make available a
supplemental LTD insurance policy for purchase by the
Executive, provided the Executive qualifies as a medically
acceptable risk to the issuing company on a standard
underwriting basis. Such policy shall provide that in the
event the Executive becomes disabled in accordance with the
terms of such policy, he shall be entitled to receive
benefits from all sources (e.g., Social Security, group LTD
and supplemental LTD) equal to 67% of his Annual Salary as
in effect at the time of disability until he reaches the age
of 65 or dies, whichever occurs first. The Corporation shall
continue to pay to the Executive his Annual Salary during
any applicable "elimination" (waiting) period under the
supplemental LTD policy, not to exceed one hundred and
eighty (180) days. Notwithstanding the foregoing,
supplemental LTD coverage shall be required only if and to
the extent that the Corporation's group LTD insurance policy
benefit limit is such that it does not permit the Executive
to receive the above-stated percentage (i.e., 67%) of income
replacement at the time of said disability.
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(b) VACATION. During the term of this Agreement, the Executive shall be
entitled to the number of paid vacation days in each calendar year
determined by the Corporation from time to time for its Senior
Executives, but not less than four (4) weeks in any calendar year.
Such vacation entitlement shall be subject to all rules and policies
concerning vacation time as shall be applicable to Senior Executives
from time to time. The Executive shall also be entitled to all paid
holidays given by the Corporation to its Senior Executives.
(c) REIMBURSABLE GENERAL EXPENSES. During the term of this Agreement, the
Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by him (in accordance with the policies
and procedures established from time to time by the Board of Directors
of the Corporation for its Senior Executives) in performing services
hereunder, provided that the Executive first properly accounts
therefor in accordance with such policies and procedures.
(d) REIMBURSABLE AUTO EXPENSES. During the term of this Agreement, the
Executive shall be entitled to receive a monthly payment under the
Corporation's Automobile Capital Cost Reimbursement Plan for selected
executives. Such payments shall be treated as current income and be
subject to regular payroll tax withholding and deductions. The
Executive shall also be entitled to reimbursement for operating
expenses of the automobile associated with business travel at the
established corporate mileage rate.
(e) MISCELLANEOUS. The Executive shall be entitled to receive such other
perquisites, e.g. club memberships, and "fringe benefits" as the Board
of Directors shall deem appropriate in its sole direction.
7. INDEMNIFICATION. The Corporation shall indemnify the Executive, to the
fullest extent permitted from time to time by Pennsylvania law, with respect to
any threatened pending or contemplated action, suit or proceeding, brought
against him by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or is or was serving at the written request
of the Corporation as a director, officer, employee or agent of another person
or entity. To the fullest extent permitted by Pennsylvania law, the Corporation
shall in advance of final disposition pay any and all expenses incurred by
Executive in connection with any threatened, pending or completed action, suit
or proceeding with respect to which Executive may be entitled to indemnification
hereunder. Executive's right to indemnification provided herein is not exclusive
of any other rights of indemnification to which Executive may be entitled under
any bylaw, agreement, vote of shareholders or otherwise, and shall continue
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beyond the term of this Agreement. The Corporation shall use its best efforts to
obtain insurance coverage for the Executive under an insurance policy covering
officers and directors of the Corporation against lawsuits, arbitrations or
other proceedings; however, nothing herein shall be construed to require the
Corporation to obtain such insurance if the Board of Directors of the
Corporation determines that such coverage cannot be obtained at a commercially
reasonable price. Notwithstanding the foregoing, the Executive shall be entitled
to indemnification from the Subsidiary which is his actual employer if such
indemnification is available and provides more extensive coverage than the
indemnification provided under this Agreement.
8. UNAUTHORIZED DISCLOSURE. During the term of this Agreement or at any
later time, the Executive shall not, without the written consent of a duly
authorized executive officer of the Corporation, disclose to any person, other
than a person (including an employee of the Corporation or a Subsidiary) to whom
disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of his duties as an executive of the Corporation,
any material confidential information obtained by him while in the employ of the
Corporation or any Subsidiary or operating unit with respect to any of the
services, products, improvements, formulas, designs or styles, processes,
customers, methods of distribution or business practices, the disclosure of
which reasonably would be expected to materially damage the Corporation;
provided, however, that for purposes of this Agreement confidential information
shall not include any information known generally to the public (other than as a
result of unauthorized disclosure by the Executive) or any information of a type
not otherwise considered confidential by persons engaged in the same business or
a business similar to that conducted by the Corporation.
9. RESTRICTIVE COVENANTS. Except as otherwise provided below, upon
termination of his employment hereunder regardless of the circumstances or
reasons for such termination, the Executive covenants and agrees as follows:
(a) NONCOMPETITION. The Executive shall not, directly or indirectly,
within the marketing area of the Corporation and its Subsidiaries
(defined as all areas within 100 miles of the work location to which
the Executive was assigned for the majority of time during the twelve
months preceding termination of his employment where the Corporation
has established an active and material market presence) enter into or
engage generally in direct or indirect competition with the
Corporation in the business of banking or any banking or trust related
business, either directly or indirectly as an individual on his own or
as a partner or joint venturer, or as a director, officer, shareholder
(except as an incidental shareholder), employee or agent for any
person, for a period of one year after the date of termination of his
employment, except where the termination occurs within twenty-four
(24) months following a Change of Control as defined herein. The
existence of any material claim or cause of action of the Executive
against the Corporation, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the
Corporation of this covenant. The Executive acknowledges and agrees
that enforcement of this covenant not to compete will not prevent him
from earning a livelihood and that any breach of the restrictions set
forth in this paragraph will result in irreparable injury to the
Corporation for which it shall have no adequate remedy at law, and
that therefore the Corporation shall be entitled to injunctive relief
in order to enforce the provisions hereof. In the event that this
paragraph shall be determined by any court of competent jurisdiction
to be unenforceable in part by reason of it being too great a period
of time or covering too great a geographical area, it shall be in full
force and effect as to that period of time or geographical area
determined to be reasonable by the court.
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(b) RETURN OF MATERIALS. Upon termination of employment with the
Corporation, the Executive shall immediately deliver to the
Corporation all correspondence, manuals, letters, notes, notebooks,
reports and any other documents and tangible items containing or
constituting confidential information about the Corporation maintained
at his office and shall promptly deliver all said materials held by
him at other locations.
(c) NONSOLICITATlON OF EMPLOYEES. The Executive shall not entice or
solicit, directly or indirectly, any other executives or key
management personnel of the Corporation to leave the employ of the
Corporation or its Subsidiaries to work with the Executive or any
entity with which the Executive has affiliated for a period of one
year following the Executive's termination of employment with the
Corporation. The Executive acknowledges and agrees that any breach of
the restrictions set forth in this paragraph will result in
irreparable injury to the Corporation for which it shall have no
meaningful remedy in law and the Corporation shall be entitled to
injunctive relief in order to enforce provisions hereof. Upon
obtaining such injunction, the Corporation shall be entitled to pursue
reimbursement from the Executive and/or the Executive's employer of
costs incurred in securing a qualified replacement for any employee
enticed away from the Corporation by the Executive. Further, the
Corporation shall be entitled to set off against or obtain
reimbursement from the Executive of any payments owed or made to the
Executive by the Corporation hereunder.
10. TERMINATION.
(a) GENERALLY. The Executive's employment hereunder shall terminate upon
his Early Retirement, Normal Retirement or death.
(b) TERMINATION DUE TO PERMANENT DISABILITY. If the Executive becomes
permanently disabled because of sickness, physical or mental
disability, or any other reason, and is unable to perform or complete
his duties under this Agreement for a period anticipated to extend for
a period of at least one hundred eighty (180) consecutive calendar
days (or such other length of time that is equal to any applicable
elimination period provided for in an LTD insurance policy), the
Corporation shall have the option to terminate this Agreement by
giving written notice of termination to the Executive. Such
termination shall be without prejudice to any right the Executive may
have under the LTD insurance program maintained by the Corporation.
Such disability shall be certified by the Corporation's group LTD
carrier, in conjunction with the Executive's supplemental LTD carrier
if such supplemental policy is in effect; in the event these carriers
cannot agree, they shall designate a licensed physician whose decision
shall be binding for purposes of this Agreement.
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(c) TERMINATION FOR CAUSE. The Corporation may terminate the Executive's
employment hereunder for cause. For the purposes of this Agreement,
the Corporation shall have "cause" to terminate the Executive's
employment hereunder upon (i) the willful failure by the Executive to
substantially perform his duties hereunder, other than any such
failure resulting from the Executive's incapacity due to physical or
mental illness, or (ii) the willful engaging by the Executive in gross
misconduct materially injurious to the Corporation, or (iii) the
willful violation by the Executive of the provisions of paragraphs 4
or 8 hereof, after notice from Corporation and a failure to cure such
violation within 30 days of said notice, or if said violation cannot
be cured within 30 days, within a reasonable time thereafter if the
Executive is diligently attempting to cure the violation, or (iv) the
gross negligence of the Executive in the performance of his duties, or
(v) receipt of a final written directive or order of any governmental
body or entity having jurisdiction over the Corporation or any of its
Subsidiaries requiring termination or removal of the Executive. The
determination of the existence of cause shall be made in the
reasonable judgment of the Board of Directors or its delegee.
(d) TERMINATION BY EMPLOYEE UPON GOOD REASON. The Executive may terminate
his employment for good reason. The term "good reason" shall mean (i)
a reduction in the Executive's Annual Salary in violation of Section 5
hereof, or his total cash compensation opportunities (e.g. annual
incentive awards under the Corporation's MICP, equity participation
awards) or benefits (except any reductions in compensation which may
be applied broadly among all executives because of adverse financial
conditions for the Corporation or as part of a restructuring of the
Corporation's executive compensation program), (ii) the Corporation's
decision not to renew the Agreement, (iii) the Corporation's failure
to remedy a material breach of this Agreement within thirty (30) days
following written notice of the breach from the Executive, or (iv) any
of the circumstances described in paragraph 11(d) following a Change
of Control.
11. PAYMENTS UPON TERMINATION.
(a) If the Executive's employment shall be terminated because of Early
Retirement, Normal Retirement, death, Disability or for cause, the
Corporation shall pay the Executive or his guardian or Estate his full
Annual Salary through the date of termination at the rate in effect at
the time of termination and any other amounts owing to Executive at
the date of termination. Further, should termination occur because of
Early Retirement, Normal Retirement, death, or Disability, the
Corporation may elect to pay the Executive, or his guardian or estate,
at the end of the fiscal year in which the termination occurred, a
prorated award under the MICP, and also may elect to accelerate
vesting of restricted stock, stock option and performance share awards
to provide a full or prorated compensation opportunity for the retired
or disabled Executive or the deceased Executive's guardian or estate.
Notwithstanding the foregoing, the Corporation shall have no
obligation to provide payments of benefits beyond what the Executive
is entitled to under the terms and conditions of the various
compensation and benefit plans and arrangements maintained by the
Corporation.
(b) If the Executive's employment is terminated by the Corporation other
than for the reasons or circumstances set forth under paragraph 10(a),
(b) or (c) hereof, or if the Executive terminates employment within 90
days following the Corporation's decision not to renew his employment
agreement or if the Executive terminates his employment for any of the
"Good Reasons" defined in paragraph 10(d), then the Corporation shall
make a lump-sum cash payment to the Executive equal to one and
one-half times his highest Annual Salary during the three years
preceding the termination. In such event the Corporation shall also
maintain in full force and effect, for a minimum period of eighteen
(18) months, all employee benefit plans and programs to which the
Executive was entitled prior to the date of termination, including but
not limited to pension, profit-sharing, savings, supplemental
retirement income, medical and health-and-accident plans and
arrangements, if the Executive's continued participation is permitted
under the general terms and conditions and rules and regulations of
such plans and programs. In the event that the Executive's continued
participation in any such plan or program is prohibited, the Executive
shall be entitled to receive an amount equal to the annual
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contribution, payments, premiums, credits or allocations made by the
Corporation to him, to his account or on his behalf under such plans
and programs from which his continued participation is barred, except
that if Executive's participation in any health, medical, life
insurance, or disability plan or program is barred the Corporation
shall use its best efforts to obtain and pay for, on Executive's
behalf, individual insurance plans, policies or programs which provide
to Executive health, medical, life and disability insurance coverage
which is equivalent to the insurance coverage to which Executive was
entitled prior to the date of termination.
(c) If termination occurs as a result of expiration of the Agreement, the
Executive will not be entitled to receive any severance payments or
continuation of benefit coverages except as provided under law
(COBRA). The Executive will be permitted to exercise vested stock
options and grants as prescribed in the agreements covering those
options and grants.
(d) If, within twenty-four (24) months following a Change of Control as
defined herein, the Executive's position is eliminated and he is not
offered a comparable position within thirty (30) days, or the
Executive terminates employment due to a lessening of job
responsibilities or an unacceptable relocation (defined as more than
35 miles from the Executive's prior work site), or there is a
reduction in the Executive's compensation, compensation opportunities
or benefits as described in Paragraph 10(d)(i) hereof, or the
Executive terminates employment for any reason during the thirty (30)
day period following the first anniversary of the Change of Control,
then the Corporation shall (i) make a lump-sum payment to the
Executive equal to two and one-half times the sum of (A) his highest
Annual Salary and (B) an amount equal to the highest annual MICP award
earned during the three year period preceding the termination; (ii)
maintain benefit coverages for the Executive as specified in paragraph
11(b) above for a period of twenty-four (24) months; (iii) release its
collateral assignment under the Split Dollar Agreement with Executive
without reimbursement of premiums paid for that policy; and (iv)
provide to the Executive outplacement and career counseling services
as may be requested by the Executive, provided that the costs of such
services may not exceed 15% of the Executive's highest Annual Direct
Salary during the three years preceding the termination. Further,
notwithstanding the terms of any restricted stock, stock option and/or
performance share award or grant made to the Executive, such award or
grant will become fully vested and the Executive will have a six month
period from date of termination in which to exercise available stock
options.
12. GROSS-UP PROVISION ON CHANGE OF CONTROL PAYMENTS. Should the total of
payments made to the Executive upon termination following a Change of Control
exceed the amount allowed under Internal Revenue Code Section 4999, the
Corporation will make an additional payment to the Executive in an amount such
that after the payment of all income and excise taxes the Executive will be in
the same after-tax position as if no excise tax had been imposed.
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13. DAMAGES FOR BREACH OF CONTRACT. In the event of a breach of this
Agreement by either the Corporation or Executive resulting in damages to either
party, that party may recover from the party breaching the Agreement any and all
damages that may be sustained.
14. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement "Change
of Control" shall mean the occurrence of any one of the following events:
(a) A majority of the Board of Directors of the Corporation shall consist
of persons other than (i) persons who were members of the Board of
Directors of Keystone on the date first written above, or (ii) persons
(A) whose nomination or election as directors of the Corporation was
approved by at least two-thirds of the then members of the Board of
Directors of the Corporation (excluding any director referred to in
clause (B) of this paragraph) who either were directors of the
Corporation on the date first above written or whose nomination or
election as a director was so approved and (B) who are not nominees or
representatives of (1) any Person having Beneficial Ownership,
directly or indirectly, of securities of the Corporation entitling
such Person to 10% or more of the voting power of the Corporation's
Voting Stock or (2) any "participant," as defined in Rule 14a-11 under
the Securities Exchange Act of 1934 (the "Exchange Act") or any
successor rule, in any actual or threatened solicitation (other than a
solicitation by the Corporation) subject to Rule 14a-11 or any
successor rule relating to the election or removal of any directors of
the Corporation;
(b) The Corporation and/or any Subsidiary of the Corporation shall be a
party to any merger, consolidation, division, share exchange, transfer
of assets or any other transaction or series of related transactions
outside the ordinary course of business (a "Business Combination") as
a result of which the shareholders of the Corporation immediately
prior to such Business Combination (excluding any party, other than
the Corporation or a Subsidiary, to the Business Combination or any
Affiliate or Associate of any such party) shall not hold immediately
following such transaction a majority of the voting power of the
Voting Stock of a Person or Persons immediately thereafter holding,
directly or indirectly through Subsidiaries, assets of the Corporation
and its consolidated subsidiaries immediately prior to the Business
Combination constituting at least sixty-five percent (65%) of Total
Assets; or
(c) If the entity which is the actual employer of the Executive hereunder
(the "Employer Company") is other than the Corporation, either (i) the
Employer Company shall cease to be a Subsidiary of the Corporation or
(ii) the Employer Company and/or any Subsidiary of the Employer
Company shall be a party to any Business Combination as a result of
which the Corporation shall not hold immediately following such
transaction a majority of the voting power of the Voting Stock of a
Person or Persons immediately thereafter holding, directly or
indirectly through Subsidiaries, assets of the Employer Company and
its consolidated subsidiaries immediately prior to the Business
Combination constituting at least seventy-five percent (75%) of
Company's Total Assets.
(d) In the case of a Change of Control defined in paragraph 14(b) or
paragraph 14(c)(ii) hereof, following such Change of Control the term
"Employer Company" as used herein shall mean the Person which
following such Change of Control holds the largest percentage of
Employer Company's Total Assets, including for this purpose Total
Assets which are held by such Person directly or indirectly through
one or more Subsidiaries. Employer Company shall not enter into any
transaction involving such a Change of Control unless at or prior to
the consummation thereof such Person assumes the obligations of
Employer Company hereunder.
(e) For purposes of this Section 14, "Person," "Affiliate," "Associate,"
"Voting Stock" and "Total Assets" shall have the definitions contained
in, and "Beneficial Ownership" shall be determined as provided in,
Article 10 of Keystone's Restated Articles of Incorporation, as in
effect on the date first written above.
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(f) For purposes of this Section 14, the date of the "Change of Control"
is the date on which the "Change of Control" occurs or, in the case of
a series of Business Combination Transactions resulting in a Change of
Control, the date the earliest of such transactions is consummated.
15. NOTICE. For the purposes of this Agreement, notices and all other
communications shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to the Executive: Xxxxx X. Xxxxxx
0000 Xxxxxx Xxxxx Xxxx
Xxxx, XX 00000
If to the Corporation: Keystone Financial. Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Chairman of the Board
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon actual receipt.
16. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the Executive and his heirs and personal representatives, and the
Corporation and any successor to the Corporation.
17. ENFORCEMENT OF SEPARATE PROVISIONS. Should any provision of this
Agreement be ruled unenforceable for any reason, the remaining provisions of
this Agreement shall be unaffected thereby and shall remain in full force and
effect.
18. AMENDMENT. This Agreement may be amended or cancelled only by mutual
agreement of the parties in writing without the consent of any other person.
19. ARBITRATION. In the event that any disagreement or dispute shall arise
between the parties concerning this Agreement, the issue(s) will be submitted to
binding arbitration in the City of Harrisburg, PA pursuant to the rules of the
American Arbitration Association. Any award entered shall be final and binding
upon the parties hereto and judgment upon the award may be entered in any court
having jurisdiction thereof. Attorneys' fees and administrative court costs
associated with such actions shall be paid by the Corporation.
20. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. If the Executive dies prior
the expiration of his term of employment hereunder, any moneys that may be due
him from the Corporation under this Agreement as of the date of death shall be
paid to the executor, administrator, or other personal representative of the
Executive's estate.
21. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
22. CAPTIONS; PRONOUNS. All captions are for convenience only and do not
form a substantive part of this Agreement. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular or
plural, as the identity of the person or persons may require.
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23. ENTIRE AGREEMENT. This Agreement supersedes any and all agreements,
either oral or in writing, between the parties with respect to the employment by
the Executive by the Corporation, and this Agreement contains all the covenants
and agreements between the parties with respect to such employment.
KEYSTONE FINANCIAL, INC.
ATTEST:
__________________________ By:______________________________
Secretary President and CEO
WITNESS: EXECUTIVE
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Xxxxx X. Xxxxxx
11
