Exhibit 10.4
October 15, 1997
Xx. Xxxx X. Xxxxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx Xxxxx, XX 00000
Dear Xxxx:
We are providing this letter agreement to you to confirm the
matters we have been discussing regarding your successor as
President and Chief Executive Officer of First Leesport Bancorp,
Inc. ("Bancorp") and The First National Bank of Leesport
("Bank"), and to assure that your services and experience will be
available to Bancorp and the Bank until your normal retirement at
age 65.
Accordingly, the Boards of Directors of Bancorp and Bank, on
the one hand, and you, on the other hand, intending to be legally
bound, hereby agree as follows:
1. Successor. You will assist the Boards of Directors of
Bancorp and Bank in the process of locating, interviewing and
selecting a qualified candidate to succeed you as President and
Chief Executive Officer of Bancorp and of Bank. This process
will begin immediately, although no specific date or timetable
has been established for the completion of this process.
2. Title and Responsibilities. Concurrently with the
election of the individual referenced in the preceding paragraph
as President and Chief Executive Officer, you agree to
concurrently submit your resignation for such offices and the
Boards of Directors of each of Bancorp and Bank shall elect you
"Chairman of the Board of Directors" of each of Bancorp and Bank.
At that time you will assume the responsibilities of such office
as set forth in the Bylaws of Bancorp and Bank and shall perform
such other duties as may be assigned to you from time to time by
the respective Boards of Directors of Bancorp and Bank, which
shall include acting as a liaison between management and the
Boards of Directors of Bancorp and Bank, and maintaining and
improving relationships between Bank and its customers and the
communities in which the offices of Bank are located. You agree
to perform such duties on a full-time basis until your retirement
and not to be involved in any other business activities (except
for investment of personal assets) during such time.
3. Base Salary. Your base salary through the date of your
retirement shall be $116,000 per year for services as Chairman of
the Board of Directors of Bancorp and Bank, unless increased in
the discretion of the Board of Directors, payable in accordance
with the normal payroll practices of Bancorp and Bank.
4. Performance Bonus. Although you will be ineligible to
participate in Bancorp's executive incentive plan, you will be
eligible for consideration to receive a cash bonus annually in
such discretionary amount as may be determined by the Boards of
Directors of Bancorp and Bank.
5. Other Benefits. Until your retirement you will
continue to participate in all of the employee benefit plans and
be entitled to receive other fringe benefits to the same extent
and in the same manner as other executive officers of Bancorp and
Bank.
6. Term/Termination. The term of your employment under
this letter agreement shall expire on July 31, 2000, unless
sooner terminated upon thirty (30) days prior written notice for
"Cause" or "Disability." For purposes of this letter agreement,
"Cause" and "Disability" shall have the same meanings as set
forth in that certain Severance Agreement, dated January 1, 1991,
between Bancorp and you (the "Severance Agreement").
In the event of termination for "Cause," all of your
rights to continued employment and any further obligations of
either Bancorp or Bank under this letter agreement (except for
vested benefits payable under any employee benefit plan or
amounts payable in accordance with the specific terms of any
other agreement) shall cease as of the date of termination. In
the event of termination for "Disability," all of your rights to
continued employment shall cease and any further obligations of
either Bancorp or Bank under this letter agreement (except for
vested benefits payable under any employee benefit plan or
amounts payable in accordance with the specific terms of any
other agreement) shall be determined in accordance with the
disability plans of Bancorp or Bank then in effect.
7. Severance. In the event that the Board of Directors of
Bancorp and Bank conclude that it would be in the best interests
of the institutions to terminate your relationship with Bancorp
and Bank prior to July 31, 2000, in the absence of a Change in
Control, your employment relationship with Bancorp and Bank may
be terminated without cause upon thirty (30) days prior written
notice. If your employment is so terminated, you will be
entitled to continued payments of base salary in effect on the
date of termination through July 31, 2000 as severance payments.
You will also receive a nonqualified benefit actuarially
equivalent to the amount of the benefit lost because of reduced
time of service under any qualified or nonqualified employee
benefit plan in which you participated at the date of termination
as a result of your termination of employment prior to normal
retirement age. Finally, you will be entitled to continued
health insurance coverage or, if you are ineligible to
participate in Bancorp's or Bank's health insurance plan, you
will be provided with the cost to obtain such coverage.
8. Status of Severance Agreement. The Severance Agreement
shall remain in full force and effect on the terms and conditions
stated therein. You agree that your sole and exclusive remedy as
a result of your delivery of a Notice of Termination (as defined
in the Severance Agreement), including as a result of your
involuntary termination of employment following a Change in
Control (as defined in the Severance Agreement), shall be the
payment provided in Section 3 of the Severance Agreement
notwithstanding this agreement or anything contained herein.
_________________________
If you are in agreement with the terms of this letter,
please so indicate by signing the enclosed duplicate copy and
returning it to us.
Very truly yours,
FIRST LEESPORT BANCORP, INC.
By_______________________________
Chair, Executive Committee
THE FIRST NATIONAL BANK OF LEESPORT
By________________________________
Chair, Executive Committee
Accepted and agreed to this
_____ day of October 1997
_________________________
Xxxx X. Xxxxxxxx
