EMPLOYMENT AGREEMENT PENNSYLVANIA COMMERCE BANCORP, INC. AND COMMERCE BANK/HARRISBURG, N.A. MARK A. RITTER EFFECTIVE DATE October 8, 2007
PENNSYLVANIA
COMMERCE BANCORP, INC. AND
COMMERCE
BANK/HARRISBURG, N.A.
▇▇▇▇
▇. ▇▇▇▇▇▇
EFFECTIVE
DATE October 8, 2007
TABLE
OF CONTENTS
| PAGE | |
|
1.
Employment and Term of Employment.
|
1
|
|
2.
Services and Duties.
|
1
|
|
3.
Compensation.
|
2
|
|
4.
Plans and Fringe Benefits.
|
2
|
|
5.
Termination by Commerce for Cause.
|
3
|
|
6.
Disability and Death.
|
3
|
|
7.
Termination by Commerce without Cause and Termination for Good
Reason.
|
4
|
|
8.
Change in Control and Good Reason.
|
6
|
|
9.
Confidential Information and Non-Competition.
|
6
|
|
10.
Successors and Assigns.
|
8
|
|
11.
Assignment.
|
8
|
|
12.
Source of Payment and Timing.
|
8
|
|
13.
Interest.
|
9
|
|
14.
Reimbursement of Enforcement Expenses.
|
9
|
|
15.
Notices.
|
9
|
|
16.
General Provisions.
|
10
|
This
Agreement is dated effective as of October 8, 2007, by and between PENNSYLVANIA
COMMERCE BANCORP, INC., a Pennsylvania corporation (“Holding Company”), and
COMMERCE BANK/HARRISBURG, N.A., a national banking association and a
wholly-owned subsidiary of Holding Company (“COBH”), and ▇▇▇▇ ▇. ▇▇▇▇▇▇
(“▇▇▇▇▇▇”).
BACKGROUND
▇▇▇▇▇▇
has agreed to accept employment as the Executive Vice President and Chief
Operating Officer (“COO”) of Holidng Company and COBH (collectively,
“Commerce”). The Board of Directors of Commerce (the "Board") has
determined that the services of ▇▇▇▇▇▇ in these capacities will be of value
to
Commerce. Accordingly, the Board wishes to have ▇▇▇▇▇▇ services available to
Commerce for at least two (2) years and to provide supplemental benefits to
▇▇▇▇▇▇ should his employment with Commerce terminate under certain circumstances
or should he die or become disabled before the termination of this
Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
here, and intending to be legally bound, the parties agree as
follows:
|
|
1.
Employment and Term of
Employment.
|
1.1
Commerce offers ▇▇▇▇▇▇ employment, and ▇▇▇▇▇▇ accepts such employment, subject
to all the terms and conditions of this Agreement, for a term of two (2) years
beginning on the date stated above, and, subject to automatic renewal and
extension as stated below and to Commerce's right to terminate his employment
as
stated below. Notwithstanding anything provided to the contrary, on each
Anniversary Date of this Agreement, this Agreement and ▇▇▇▇▇▇’▇ employment shall
automatically be renewed and extended (upon the same terms and conditions)
for a
new two (2) year term unless written notice by either party is given pursuant
to
Section 1.2 below. "Term" means the original
two (2) year employment period, as well as any renewed or extended periods
as
provided for in this Agreement. “Anniversary Date” means October 8,
2008, as well as each annual October 8 thereafter if this Agreement is
automatically renewed or extended.
1.2
Either party may terminate this Agreement on any Anniversary Date of this
Agreement by giving to the other party written notice of termination no
later than ninety (90) days before any such Anniversary Date. As a result of
the
foregoing notice being given to either party, the Term will have one (1) year
remaining from the applicable Anniversary Date, subject to the terms and
conditions of this Agreement.
|
|
2.
Services and Duties.
|
2.1
During the Term, ▇▇▇▇▇▇ shall be employed as Executive Vice President and Chief
Operating Officer of Commerce and shall have such powers and duties as may
from
time to time be prescribed by the respective chief executive officers and
Boards of Directors of Commerce. ▇▇▇▇▇▇ agrees to accept such
employment and to devote his full time and efforts to the business and affairs
of Commerce and its subsidiaries, if any, and to use his best efforts to promote
the interests of Commerce and its subsidiaries.
|
___________
|
|
|
MAR
|
Page
1 of 11
|
|
3.
Compensation.
|
3.1
Commerce shall pay the following compensation to ▇▇▇▇▇▇ for all services to
be
rendered by him under this Agreement and for all positions held by him during
the Term, payable at regular intervals in accordance with Commerce's normal
payroll practices now or subsequently in effect: “base salary"
at the rate of not less than $200,000.00 per year, subject to an
annual
review and subject to such upward adjustments as may be deemed appropriate
by
the Board or a Board-designated Committee. For this Agreement, a “year”
shall be deemed to commence on October 8, 2007, and on January 1
of each
subsequent calendar year. Compensation for a portion of a year shall be
pro-rated. The Board, or the Compensation Committee, may recommend an increase
in salary for ▇▇▇▇▇▇, but shall have no obligation to do so.
3.2
During the Term, Commerce will reimburse ▇▇▇▇▇▇ for all expenses
incurred by ▇▇▇▇▇▇ which Commerce determines to be reasonable and necessary
(in accordance with its normal reimbursement practices now or subsequently
in
effect) for ▇▇▇▇▇▇ to carry out his duties under this Agreement.
|
|
4.
Plans and Fringe
Benefits.
|
4.1
During the Term, ▇▇▇▇▇▇ shall be entitled to participate in any bonus programs,
incentive compensation plans, stock option plans or similar benefit or
compensation programs now or hereafter in effect which are generally made
available from time to time to executive officers of Commerce. For any period
less than a full year during the Term, ▇▇▇▇▇▇ shall receive an amount equal
to
the prorated portion of the compensation payable pursuant to such plan or
program.
4.2
During the Term, ▇▇▇▇▇▇ shall also be entitled to: (a) participate in all fringe
benefits as then in effect that are generally available to Commerce's salaried
officers including, without limitation, medical and hospitalization coverage,
life insurance coverage and disability coverage; and (b) such other fringe
benefits as the Board, or a designated Committee, shall deem
appropriate.
4.3
During the initial Term of this Agreement, ▇▇▇▇▇▇ shall receive the stock
options, fringe benefits, reimbursements and allowances as described and
outlined in Commerce’s Offer of Employment dated April 12, 2007 which is
incorporated herein by reference thereto.
|
___________
|
|
|
MAR
|
Page
2 of 11
|
|
5.
Termination by Commerce for
Cause.
|
5.1
Commerce shall have the right at any time to terminate ▇▇▇▇▇▇’▇ employment, for
cause, on thirty (30) days’ prior written notice to ▇▇▇▇▇▇. For
this Agreement, the term “for cause” means only the following:
(i)
If at
any time during the Term, ▇▇▇▇▇▇ is indicted for, convicted of or enters a
plea
of guilty or nolo contendere to, a felony, a crime of falsehood or a crime
involving fraud, moral turpitude or dishonesty; or
(ii)
If
at any time during the Term, ▇▇▇▇▇▇ willfully violates any of the covenants
or provisions of this Agreement including, without limitation, the willful
failure of ▇▇▇▇▇▇ to perform his duties hereunder or the instructions of the
Board after written notice of such instructions (other than any such failure
resulting from ▇▇▇▇▇▇ incapacity due to illness or disability) or ▇▇▇▇▇▇
engages in any conduct materially harmful to Commerce's business, and in either
case fails to cease such conduct or correct such conduct, as the case may be,
within thirty (30) days subsequent to receiving written notice from the Board
advising ▇▇▇▇▇▇ of same (which conduct shall be specifically set forth in
such notice).
5.2
If
▇▇▇▇▇▇’▇ employment shall terminate for cause, then Commerce shall
pay ▇▇▇▇▇▇ his full base salary through the date of termination at the rate
in effect at the time notice of termination is given and Commerce shall have
no
further obligations to ▇▇▇▇▇▇ under this Agreement other than to pay ▇▇▇▇▇▇
such other compensation as may be due him pursuant to Sections 4.1 and 4.2
above.
|
|
6.
Disability and Death.
|
6.1
If ▇▇▇▇▇▇ becomes permanently disabled while employed during the Term, then
Commerce shall compensate him for the balance of the Term at a rate equal to
70%
of his base annual salary at the time he became permanently disabled. Commerce
agrees that it will make the payments due under this Section 6.1 on the first
day of each month, commencing with the first day of the month following the
month in which he is deemed to be permanently disabled, in an amount equal
to
1/12 of 70% of his base annual salary at the time he is deemed to be
permanent disabled. Such payments shall be reduced each month, however, by
the
amount of any disability payments made to ▇▇▇▇▇▇ under any
Commerce-sponsored disability insurance plan. The amount of the
reduction under the preceding sentence shall be computed as if
▇▇▇▇▇▇ had elected to receive monthly payments of disability benefits
(regardless of the actual payment frequency). If ▇▇▇▇▇▇ becomes
permanently disabled as provided in this Section 6, then he shall nonetheless
continue, after becoming so disabled and until the end of the Term, to be
entitled to receive at Commerce's expense such group hospitalization coverage,
life insurance coverage and disability coverage as is generally made available
from time to time to executive officers of Commerce, if and to the extent
permitted by the respective insurers of such coverage. Until such time as ▇▇▇▇▇▇
is deemed to be permanently disabled, ▇▇▇▇▇▇ shall continue to receive his
full
base salary and other compensation and fringe benefits due him under Sections
4.1 and 4.2 above.
|
___________
|
|
|
MAR
|
Page
3 of 11
6.2
For
this Agreement ▇▇▇▇▇▇ shall be deemed to have become "permanently disabled” upon
his failure to render services of the character contemplated by this Agreement,
because of his physical or mental illness or other incapacity beyond his
control, other than his death, for a continuous period of 6 months, or for
shorter periods aggregating more than 9 months in any 18 consecutive
months.
6.3
If
▇▇▇▇▇▇ dies during the Term while employed hereunder, then his employment and
his rights to compensation hereunder shall automatically terminate at the close
of the calendar week in which death occurs.
|
|
7.
Termination by Commerce without Cause and Termination for Good
Reason.
|
7.1
If
Commerce shall terminate ▇▇▇▇▇▇’▇ employment other than for cause or as provided
in Section 1.2 above, then:
(i)
Commerce shall pay to ▇▇▇▇▇▇ his full base salary through the date of
termination and any compensation when due him as provided in Section 4.1 above;
and
(ii)
In
lieu of any further salary payments to ▇▇▇▇▇▇, for a period subsequent to the
date of termination, Commerce shall pay as severance pay to ▇▇▇▇▇▇ a lump sum
severance payment equal to the amount of ▇▇▇▇▇▇’▇ base salary which is in effect
on the date of termination and which would have been paid to ▇▇▇▇▇▇ between
the
date of termination and the end of the then Term had ▇▇▇▇▇▇ continued to be
employed by Commerce to the end of the then Term.
7.2
If
▇▇▇▇▇▇ shall terminate his employment for "Good Reason" (as defined in
section 8.2 below) then:
(i)
Commerce shall pay to ▇▇▇▇▇▇ his full base salary through the date
of termination and any compensation when due him as provided in Section
4.1 above; and
(ii)
In
lieu of any further salary payments to ▇▇▇▇▇▇ for a period subsequent to the
date of termination, Commerce shall pay as severance pay to ▇▇▇▇▇▇ a lump sum
severance payment equal to two (2) times ▇▇▇▇▇▇’▇ average annual base
salary in effect during the twenty-four (24) months immediately preceding such
termination.
7.3
Upon
termination of ▇▇▇▇▇▇ employment as set forth in either Section 7.1 or 7.2
above, Commerce shall promptly determine the aggregate present value pursuant
to
Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the
"Code"), of all amounts payable to ▇▇▇▇▇▇ under
this Agreement, and of all other amounts payable to ▇▇▇▇▇▇ upon or by reason
of
his termination which are determined in good faith by Commerce to
be "parachute payments" (as defined in section 280G(b)(2) of the
Code and the regulations promulgated thereunder) made pursuant to agreements
or
plans which are subject to Section 280G. Commerce's determination of present
value and of other amounts constituting "parachute payments" is binding;
provided that if ▇▇▇▇▇▇ obtains an opinion of counsel satisfactory to Commerce
or an Internal Revenue Service ruling to the effect that the method of
determining present value was improper or that specified payments did not
constitute "parachute payments," calculations will be made in accordance with
such opinion or ruling. In the event the aggregate present value of all benefits
under this Agreement and other "parachute payments" is equal to or in excess
of 300% of ▇▇▇▇▇▇’▇ “base amount" as defined
in Section 280G(b)(3)(A) and the regulations thereunder, ▇▇▇▇▇▇ waives the
right
to "parachute payments" sufficient to reduce the present value of all such
payments below 300% of the "base amount." ▇▇▇▇▇▇ shall have the right to
designate those benefits which shall be waived or reduced in order to comply
with this provision but failing designation by ▇▇▇▇▇▇, Commerce may designate
those benefits which may be waived or reduced. If it is established pursuant
to
a final determination of a court of competent jurisdiction or an Internal
Revenue service proceeding that, notwithstanding the good faith of ▇▇▇▇▇▇ and
Commerce in applying the terms of this Section 7, the aggregate "parachute
payments" paid to or for ▇▇▇▇▇▇ benefit are in an amount that would result
in
any portion of such "parachute payments" not being deductible by Commerce or
any
affiliate by reason of Section 280G of the Code, then ▇▇▇▇▇▇ shall have an
obligation to pay Commerce upon demand an amount equal to the sum of (i) the
excess of the aggregate "parachute payments" paid to or for ▇▇▇▇▇▇’▇
benefit without any portion of such "parachute payments" not being deductible
by
reason of Section 280G of the Code and (ii) interest on the amount set forth
in
clause (i) above at the applicable federal rate (as defined in Section 1274(d)
of the Code) from the date of ▇▇▇▇▇▇’▇ receipt of such excess until the
date of such payment.
|
___________
|
|
|
MAR
|
Page
4 of 11
7.4
In
addition to the other compensation set forth in either Section 7.1 or 7.2 above,
upon termination of ▇▇▇▇▇▇’▇ employment as set forth in either Section 7.1 or
7.2 above, ▇▇▇▇▇▇ shall be entitled, following the date of
termination, to participate in all Commerce medical, disability, hospitalization
and life insurance benefits for a period of one (1) year except that should
subsequent employment be accepted during the one (1) year period following
the
date of termination, continuation of any medical, disability, hospitalization
and life insurance benefits will be offset by coverages provided through or
by
▇▇▇▇▇▇’▇ subsequent employer.
7.5
Except as provided in this Section 7, nothing in this Agreement shall affect
or
have any bearing on ▇▇▇▇▇▇’▇ entitlement to other benefits under any plan or
program providing benefits by reason of termination of employment.
7.6
▇▇▇▇▇▇ shall have the right to terminate his employment for "Good Reason"
(as defined in Section 8.2 below) if he shall first give Commerce not less
than
thirty (30) days’ written notice of his intention to so terminate his employment
specifying the reason(s) for such termination and the date of termination,
and thereafter Commerce shall not have cured or remedied the reason(s) for
such termination prior to the date of termination set forth in such
notice.
7.7
Anything in this Agreement to the contrary
notwithstanding, ▇▇▇▇▇▇ shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other
employment.
|
___________
|
|
|
MAR
|
Page
5 of 11
|
|
8.
Change in Control and Good
Reason.
|
8.1
For
this Agreement, a “change of control” of Commerce means a
change in control of Holding Company or COBH of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as enacted and enforced on the date hereof, whether or
not Holding Company or COBH is subject to such reporting requirement; provided
that without limitation such change in control shall have been deemed to
conclusively occur when, without ▇▇▇▇▇▇’▇ prior written consent, a Person or
group acting in concert as described in Section 13(d)(2) of the Exchange Act
holds or acquires beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act of a number of common shares of Holding
Company which constitutes either (a) more than fifty percent of the shares
which
voted in the election of directors of Holding Company at the shareholders'
meeting immediately preceding such determination or (b) more than thirty percent
of Holding Company's outstanding common shares. For purposes of this
Section 8.1(b), unexercised warrants or options or unconverted nonvoting
securities shall count, for this purpose, as constituting beneficial ownership
of Holding Company's common shares into which the warrants or options
are exercisable or the nonvoting convertible securities are convertible,
notwithstanding anything to the contrary contained in Rule 13d-3 of the Exchange
Act.
8.2
For
this Agreement, "Good Reason" means: (i) a change in control of Commerce (as
defined in Section 8.1 above) and within one (1) year thereafter, without
▇▇▇▇▇▇’▇ consent, the nature and scope of ▇▇▇▇▇▇’▇ authority with Commerce or a
surviving or acquiring Person are materially reduced to a level below that
which
he enjoys on the date hereof, the duties and responsibilities assigned
to ▇▇▇▇▇▇ are materially inconsistent with that which he has on the date of
this Agreement, the fringe benefits which Commerce provides on the date of
this
Agreement or at any time hereafter are materially reduced, or ▇▇▇▇▇▇’▇ position
or title with Commerce or the surviving or acquiring Person is reduced from
his
current position or title with Commerce, or any relocation or transfer of
Commerce's principal executive offices to a location more than fifty (50) miles
from ▇▇▇▇▇▇’▇ principal residence on the date hereof without ▇▇▇▇▇▇
consent; (ii) Commerce materially breaches this Agreement; or (iii) the failure
or refusal of any successor to Commerce to assume all duties and obligations
of
Commerce under this Agreement.
|
|
9.
Confidential Information and
Non-Competition.
|
9.1
▇▇▇▇▇▇ covenants and agrees that he will not, during the Term of his employment
or at any subsequent time, except with the express prior written consent of
the
Board, directly or indirectly disclose, communicate or divulge to any Person,
or
use for the benefit of any Person, any knowledge or information with respect
to
the conduct or details of Commerce's business which he, acting reasonably,
believes or should believe to be of a confidential nature and the
disclosure of which to not be in Commerce's interest.
9.2
▇▇▇▇▇▇ covenants and agrees that he will not, during the Term of his employment,
except with the express prior written consent of the Board, directly or
indirectly, whether as employee, owner, partner, consultant, agent, director,
officer, shareholder or in any other capacity, engage in or assist any Person
to
engage in any act or action which he, acting reasonably, believes or should
believe would be harmful or inimical to the interests of Commerce.
|
___________
|
|
|
MAR
|
Page
6 of 11
9.3
(A) ▇▇▇▇▇▇ covenants and agrees that he will not, except with the express
prior written consent of the Board, in any capacity (including, but not limited
to, owner, partner, shareholder, consultant, agent, employee, officer, director
or otherwise), directly or indirectly, for his own account or for the benefit
of
any Person, establish, engage or participate in or otherwise be connected with
any commercial banking business which conducts business in any geographic area
in which Commerce and its subsidiaries is then conducting such business except
that the foregoing shall not prohibit ▇▇▇▇▇▇ from owning as a shareholder
less than 5% of the outstanding voting stock of an issuer whose stock is
publicly traded.
(B)
The
provisions of Section 9.3(A) shall be applicable commencing on the date of
this
Agreement and ending on one of the following periods, as
applicable:
(i)
If
this Agreement is terminated by Commerce in accordance with the provisions
of
Section 1.2 or Section 5.1 of this Agreement, the effective date
of termination of this Agreement;
(ii)
If
this Agreement is terminated by ▇▇▇▇▇▇ in accordance with the
provisions of Section 1.2 of this Agreement, the effective date
of termination of this Agreement;
(iii)
If
▇▇▇▇▇▇ voluntarily terminates his employment, one year following the effective
date of termination of this Agreement; or
(iv)
If
this Agreement is terminated in accordance with the provisions of either Section
7.1 or 7.2 of this Agreement, one year following the effective date of
termination of this Agreement; provided, however, that if Commerce is prohibited
by the Comptroller of the Currency from paying ▇▇▇▇▇▇, in whole or in part,
the
severance pay described in either Paragraph 7.1(ii) or 7.2(ii), then the
provisions of Section 9.3(A) shall end on the effective date of termination
of
this Agreement.
9.4
The parties agree that any breach by ▇▇▇▇▇▇ of any of the covenants or
agreements contained in this Section 9 will result in irreparable injury to
Commerce for which money damages could not adequately compensate Commerce and
therefore, in the event of any such breach, Commerce shall be entitled (in
addition to any other rights and remedies which it may have at law or in equity)
to have an injunction issued by any competent court enjoining and
restraining ▇▇▇▇▇▇ and/or any other Person involved from continuing such
breach. The existence of any claim or cause of action which ▇▇▇▇▇▇ may have
against Commerce or any other Person (other than a claim for Commerce's breach
of this Agreement for failure to make payments hereunder) shall not
constitute a defense or bar to the enforcement of such covenants. In the
event of any alleged breach by ▇▇▇▇▇▇ of any of the covenants or
agreements contained in this Section 9, Commerce shall continue any and all
of the payments due ▇▇▇▇▇▇ under this Agreement until such time as a Court
shall enter a final and unappealable order finding such a breach; provided,
that
the foregoing shall not preclude a Court from ordering ▇▇▇▇▇▇ repay such
payments made to him for the period after the breach is determined to have
occurred or from ordering that payments hereunder be permanently terminated
in the event of a material and willful breach.
|
___________
|
|
|
MAR
|
Page
7 of 11
9.5
If
any portion of the covenants or agreements contained in this Section 9, or
the
application hereof, is construed to be invalid or unenforceable, the other
portions of such covenant(s) or agreement(s) or the application thereof shall
not be affected and shall be given full force and effect without regard to
the
invalid or unenforceable portions to the fullest extent possible. If any
covenant or agreement in this Section 9 is held to be unenforceable because
of
the area covered, the duration thereof, or the scope thereof, then the court
making such determination shall have the power to reduce the area and/or
duration and/or limit the scope thereof, and the covenant or agreement shall
then be enforceable in its reduced form.
9.6
For
purposes of this Section 9, the term "Commerce" shall include Commerce, any
successor of Commerce under Section 10 hereof, and all present and future direct
and indirect subsidiaries and affiliates of Commerce including, but not limited
to, COBH.
|
|
10.
Successors and Assigns.
|
This
Agreement shall inure to the benefit of and be binding upon any corporate or
other successor of Commerce which will acquire, directly or indirectly, by
merger, consolidation, purchase, or otherwise, all or substantially all of
the
assets of Commerce, and shall otherwise inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and assigns. Upon the death of ▇▇▇▇▇▇ any payments or benefits
otherwise due ▇▇▇▇▇▇ hereunder shall be paid to or be for the benefit
of ▇▇▇▇▇▇’▇ legal representatives. Nothing in the Agreement shall preclude
Commerce from consolidating or merging into or with or transferring all or
substantially all of its assets to another Person. In that event, such other
Person shall assume this Agreement and all obligations of Commerce in this
Agreement. Upon such a consolidation, merger, or transfer of assets and
assumption, the term "Commerce," as used in this Agreement, shall mean such
other Person and this Agreement shall continue in full force and
effect.
|
|
11.
Assignment.
|
Neither
this Agreement nor any rights to receive payments hereunder shall be voluntarily
or involuntarily assigned, transferred, alienated, encumbered or disposed of,
in
whole or in part, without Commerce's prior written consent and approval, and
shall not be subject to anticipation, levy, execution, garnishment, attachment
by, or interference or control of, any creditor.
|
|
12.
Source of Payment and
Timing.
|
12.1
All
payments provided under this Agreement shall be paid in cash from the general
funds of Commerce, no special or separate fund shall be required to be
established and ▇▇▇▇▇▇ shall have no right, title or interest whatsoever in
or
to any investment which Commerce may make to aid Commerce in meeting its
obligations hereunder except to the extent that Commerce shall, in its sale
and
absolute discretion, choose to designate any of its rights it may have under
one
or more life insurance policies it may obtain to cover any of its obligations
under this Agreement. Nothing contained in this Agreement, and no action taken
pursuant to its provisions, shall create or be construed to create a trust
of
any kind or fiduciary relationship between Commerce and ▇▇▇▇▇▇ or any other
Person.
|
___________
|
|
|
MAR
|
Page
8 of 11
12.2
All
payments due under Sections 5.1, 6.3, 7.1 or 7.2 above shall be made not later
than the thirtieth (30th) day following
the
date of termination of employment.
|
|
13.
Interest.
|
In
the
event any benefits due to ▇▇▇▇▇▇ are not paid when due hereunder, ▇▇▇▇▇▇
shall be entitled (in addition to his other rights and remedies) to interest
on
the past due amounts at a rate equal to two percentage points above the prime
rate charged from time to time by COBH, such interest to commence on the date
a
benefit was due hereunder.
|
|
14.
Reimbursement of Enforcement
Expenses.
|
If
Commerce fails to pay or provide ▇▇▇▇▇▇ any of the amounts due him
under this Agreement or fails to provide ▇▇▇▇▇▇ with any of the other
benefits due him under this Agreement, and provided Commerce does not cure
any
such failure within thirty (30) days after having received written notice from
▇▇▇▇▇▇ of such failure, ▇▇▇▇▇▇ shall be entitled to full reimbursement from
Commerce for all costs and expenses (including reasonable attorneys’ fees and
costs) incurred by ▇▇▇▇▇▇ in enforcing his rights under this
Agreement.
|
|
15.
Notices.
|
All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by hand or
mailed, certified or registered mail, return receipt requested, with postage
prepaid, to the following addresses or to such other address as either party
may
designate by like notice:
If
to
Commerce, to:
Commerce
Bank/Harrisburg
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
|
Employment
Agreement
|
___________
|
|
MAR
|
Page
9 of 11
and
to
such other or additional person or persons as either party shall have designated
to the other party in writing by like notice.
|
|
16.
General Provisions.
|
16.1
This
Agreement constitutes the entire agreement between the parties concerning its
subject matter, and supersedes and replaces all prior agreements between the
parties. No amendment, waiver or termination of any of the provisions of this
Agreement shall be effective unless in writing and signed by the party against
whom it is sought to be enforced. Any written amendment, waiver or termination
hereof executed by Commerce and ▇▇▇▇▇▇ (or his legal representatives) shall
be
binding upon them and upon all other Persons, without the necessity of securing
the consent of any other Person including, but not limited to, ▇▇▇▇▇▇’▇
wife, and no Person shall be deemed to be a third party beneficiary under this
Agreement except to the extent provided under Section 12.1 above.
16.2
COBH
or any other subsidiary of Commerce may make payments to ▇▇▇▇▇▇ thereunder
in lieu of payments to be made by Commerce, and to the extent such payments
are
so made, Commerce shall be released of its obligations to make such
payments.
16.3
The
benefits provided under this Agreement shall be in addition to and shall not
affect the proceeds payable to ▇▇▇▇▇▇’▇ beneficiaries under group life insurance
policies which Commerce may be carrying on ▇▇▇▇▇▇’▇ Life.
16.4
"Person" as used in this Agreement means a natural person, joint venture,
corporation, sale proprietorship, trust, estate, partnership, cooperative,
association, non-profit organization or any other legal entity.
16.5
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which taken together shall constitute one and
the
same Agreement.
l6.6
Except as otherwise expressly stated in this Agreement, no failure on the part
of any party to this Agreement to exercise and no delay in exercising any right,
power or remedy under this Agreement shall operate as a waiver; nor shall any
single or partial exercise of any right, power or remedy hereunder preclude
any
other or further exercise thereof or the exercise of any other right, power
or
remedy.
16.7
Commerce and ▇▇▇▇▇▇ consent to the exclusive jurisdiction of the courts of
the
Commonwealth of Pennsylvania and the United States District Court for the Middle
District of Pennsylvania in any and all actions arising hereunder and
irrevocably consent to service of process as set forth in Section 15
above.
16.8
The
headings of the sections of this Agreement have been inserted for convenience
of
reference only and shall in no way restrict or modify any of the terms or
provisions of this Agreement.
|
Employment
Agreement
|
___________
|
|
MAR
|
Page
10 of 11
16.9
This
Agreement shall be governed and construed and the legal relationships of the
parties determined in accordance with the laws of the Commonwealth of
Pennsylvania applicable to contracts executed and to be performed solely in
the
Commonwealth of Pennsylvania.
PENNSYLVANIA
COMMERCE BANCORP,
INC.
By:
/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
/s/
D.
▇▇▇▇▇ ▇▇▇▇▇▇▇
Attest
Name: ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇
Title:
Chairman, President, CEO
COMMERCE
BANK/HARRISBURG,
N.A.
By:
/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
/s/
D.
▇▇▇▇▇ ▇▇▇▇▇▇▇
Attest
Name: ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇
Title:
Chairman, President, CEO
/s/
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/
▇▇▇▇ ▇.
▇▇▇▇▇▇
Witness
▇▇▇▇
▇. ▇▇▇▇▇▇
Page
11
of 11