EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT, effective as of October 2, 2006 (the “Effective Date”)
between United Bank of Philadelphia, a bank organized and incorporated under
the
laws of the Commonwealth of Pennsylvania, with offices at 00 X. 00xx
Xxxxxx
(the “Bank”) and Xxxxxxxx X. Xxxxxxxx (the “Executive”), who resides at 000 X.
0xx
Xxxxxx,
Xxxx 000; Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000.
WITNESSETH:
WHEREAS,
the Bank is a Pennsylvania bank, incorporated on September 17, 1990 as a
Pennsylvania-charted commercial bank; and
WHEREAS,
the Executive is currently serving as Senior Vice President and Senior Lending
Officer of the Bank; and
WHEREAS,
the Bank desires to continue to have the benefits of the Executive’s services as
Senior Vice President and Senior Lending Officer and the Executive desires
to
continue to serve in such capacity for the Bank;
WHEREAS,
the parties desire to enter into this Employment Agreement setting forth the
terms and conditions of the employment relationship between the Bank and the
Executive;
NOW,
THEREFORE, in consideration of the mutual agreements and covenants contained
herein the Bank and the Executive, each intending to be legally bound hereby,
agree as follows:
1. |
Duties
and Term.
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a. Duties
and Authority.
The Bank
hereby employs the Executive to serve in the capacity of Senior Vice President
and Senior Lending Officer of the Bank and the Executive agrees to continue
in
employment in such capacity with the Bank from the Effective Date hereof through
the term of this Agreement. As Senior Vice President and Senior Lending Officer,
the Executive will be responsible for the development and management of
commercial lending business for the Bank. He will provide oversight to the
entire lending process with direct guidance to the relationship managers and
the
underwriting/credit process. In addition, the executive will develop, update
and
oversee the Bank’s Loan Policy to ensure sound asset quality practices are
adhered to on an ongoing basis. His leadership will also be required in the
Bank’s overall strategic planning process to ensure that appropriate goals and
strategies are outlined to ensure that the loan portfolio is key to the Bank
achieving and sustaining profitability.
b. Devotion
to Duties.
During
the term of this Agreement, the Executive will devote substantially all of
his
skill, knowledge and working time to the conscientious performance of his
duties, except for vacation time in accordance with the Employer’s vacation
policies and Section 2(e), absence for sickness or similar disability in
accordance with the Employer’s paid time off policies, and authorized leaves of
absence. To the extent that it does not significantly interfere with the
performance of the Executive’s duties hereunder, it shall not be a violation of
this Agreement for the Executive to (i) serve on corporate, civic or charitable
boards or committees, if and to the extent approved by the Board, and (ii)
manage personal investments.
c. Term
of Agreement.
The term
of the Executive’s employment under this Agreement shall commence upon the
Effective Date of this Agreement and shall continue until September 30, 2008
unless the employment of the Executive is sooner terminated pursuant to Section
3, 4, or 5 of this Agreement. The term of this Agreement shall be extended
upon
agreement
of the parties at any time prior to the expiration date. The period during
which
the Executive is employed pursuant to this Agreement shall be referred to as
the
“Employment Term.”
2. |
Compensation.
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a. Base
Salary.
During
the first year of the Employment Term, the Bank shall pay
the
Executive an annual base salary (“Base Salary”) of $110,000 payable in equal
bi-weekly installments or as the parties otherwise agree. Executive Management
will review the Executive’s Base Salary annually during the Executive’s
Employment Period and, at its discretion, may increase (but not decrease) such
Base Salary from time to time based upon the performance of the Executive,
the
financial condition of the Employer, prevailing industry salary scales and
such
other factors as the Board shall consider relevant. Any increase in annual
Base
Salary shall not serve to limit or reduce any other obligation to the Executive
under this Agreement.
b. Annual
Bonus.
During
each year of the Employment Term, the Executive shall have the opportunity
to
receive an annual cash bonus (“Annual Bonus”) for each fiscal year. The
specifics of the bonus/incentive program is being developed and will be attached
to this Agreement as Addendum A.
c. Employee
Benefit Plans.
During
the Employment Term, the Executive shall be entitled to participate in all
retirement, health and other welfare plans maintained by the Bank, as they
may
be established or amended from time to time, at levels commensurate with his
then current period of service, compensation, and position.
d. Life
Insurance.
The Bank
shall provide term life insurance on the life of the Executive payable to the
beneficiary designated by the Executive in an amount equal to two times his
Base
Salary.
e. Vacation.
The
Executive shall be entitled to four (4) weeks of vacation per year, which shall
be taken at such time or times as the Executive and the Bank reasonably
agree.
f. Reimbursement
of Expenses.
The Bank
shall reimburse the Executive for all items of travel, entertainment and other
expense reasonably incurred by him on behalf of the Bank upon presentation
to
the Bank of appropriate documentation reflecting such items of expense.
g. Automobile
Allowance.
The Bank
shall reimburse the Executive for the cost of leasing an automobile and the
cost
of insurance on such automobile up to a maximum amount of $500 per
month.
3. |
Death
or Total Disability of the Executive.
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a. Death.
In the
event of the death of the Executive during the Employment
Term, this Agreement shall terminate effective as of the date of the Executive’s
death, and the Bank shall not have any further obligations or liability
hereunder, except as set forth in Section 5 hereof.
b. Total
Disability.
In the
event of the Total Disability, as that term is defined in this Section 3(b),
of
the Executive for a period of 90 consecutive days during the Employment Term,
the Bank shall have the right to terminate the Executive’s employment hereunder
after such 90 consecutive days of Total Disability by giving the Executive
30
days’ written notice thereof and, upon expiration of such 30-day period, this
Agreement shall terminate and the Bank shall not have any further obligations
or
liability hereunder; except as set forth in Section 5 hereof. The term “Total
Disability,” as used in this Section 3(b), shall mean a mental, emotional or
physical injury, illness or incapacity which, in the reasonable opinion of
the
Bank, renders the Executive unable to perform the principal duties, functions
and responsibilities required of him hereunder.
4. Discharge
for Cause.
The
Bank may immediately discharge the Executive and terminate his employment
hereunder for the following reasons: (i) conviction for commission of any
felony, or an equivalent offense involving dishonesty with respect to the Bank,
during the Employment Term; (ii) the willful engaging by the Executive in
conduct or willfully failing to act in accordance with his duties, which is
demonstrably and materially injurious to the Bank, whether monetarily or
otherwise, including acts and omissions that constitute gross negligence; (iii)
the Executive’s commission of an act of material dishonesty or fraud in his
duties; (iv) the continual and willful failure to perform his duties after
being
given a 30-day written notice thereof and a reasonable opportunity to be heard
and improve; or (v) his breach of any fiduciary duty owing to the Bank. No
act
or failure to act by an Executive shall be considered “willful” unless done or
not done by the Executive in bad faith and without reasonable belief that the
Executive’s action or omission was in the best interest of the Bank. Upon
discharge by the Bank in accordance with this Section 4, this Agreement shall
terminate and the Bank shall not have any further obligations or liability
hereunder, other than as set forth in Section 5 hereof.
5. Termination
of this Agreement for Reasons Other than Discharge for Cause.
a. General.
Except
as otherwise provided in Section 5(b), upon termination of this Agreement,
all
obligations of the Bank and the Executive shall immediately cease; provided,
however, the Bank shall pay the Executive the unpaid portion, if any, of the
Executive’s Base Salary accrued for the period up to the date of termination and
payable to the Executive pursuant to Section 2(a) hereof, and all vested,
nonforfeitable amounts owing and accrued at the date of termination under any
compensation or benefit plan, program, or arrangements in which the Executive
theretofore participated, under the terms and conditions of such plans,
programs, and arrangements.
6. Amendments.
No
provisions of the Agreement may be modified, waived, or discharged unless such
modification, waiver or discharge is approved by the Board or a person
authorized thereby and is agreed to in writing by the Executive and such officer
as may be specifically designated by the Board. No waiver by any party hereto
at
any time of any breach by any other party hereto of, or in 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. No waiver of any provision of
this
Agreement shall be implied from any course of dealing between or among the
parties hereto or from any failure by any party hereto to assert its rights
hereunder on any occasion or series of occasions.
7. Severability.
In the
event that any one or more of the provisions of this Agreement shall be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected thereby.
8. Construction.
This
Agreement shall be construed in accordance with and governed by the laws of
the
Commonwealth of Pennsylvania, without regard to conflicts of law principles,
except as insofar as federal law may be applicable.
9. Assignment.
This
Agreement is personal to each of the parties. Neither party may assign or
delegate any of its, or his, rights or obligations without the prior written
consent of the other.
10. Notices.
All
notices, consents and other communications to be given hereunder shall be in
writing and shall be delivered personally or sent by certified mail, return
receipt requested, postage prepaid, and addressed to the parties at their
respective addresses set forth in the first paragraph of this Agreement. Any
party may from time to time change its address for purposes of notices to that
party by notice specifying a new address, but no change shall be deemed to
have
been given until it is actually received by the party to whom the notice is
being given.
11. Entire
Agreement.
Except
as otherwise expressly provided herein, this Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof,
and all promises, representations, understandings, arrangements and prior
agreements relating to such subject matter (including those made to or with
the
Executive by any other person or entity) are merged herein and superseded
hereby.
IN
WITNESS WHEREOF, this Agreement has been executed by the Bank and by the
Executive this 23rd day of August, 2006.
UNITED
BANK OF PHILADELPHIA
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BY:
/s/ Xxxxxx X. Xxxxxx
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President
and Chief Executive Officer
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/s/
X. Xxxxxxxx Xxxxxxx
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Chairman
of the Board
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/s/
Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx
X. Xxxxxxxx
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