RELEASE AGREEMENT
THIS AGREEMENT, made this ______ day of ___________, 1998, by and among THE
CITIZENS NATIONAL BANK OF LANSFORD, a national banking association, having its
principal office at 00-00 X. Xxxxx Xxxxxx, X.X. Xxx 000, Xxxxxxxx, Xxxxxxxxxxxx
00000 ("the Bank"), and THE CITIZENS NATIONAL BANK OF SLATINGTON, a national
banking association, having its principal office at 000 Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000 ("Slatington"), and HARLEYSVILLE NATIONAL CORPORATION, a
Pennsylvania corporation ("HNC"), NORTHERN LEHIGH BANCORP, INC., a Pennsylvania
corporation ("NLBI"), and XXXXXXX X. XXXXXXXXX (the "Executive").
WITNESSETH:
WHEREAS, the Bank is entering into an agreement whereby the Bank, a
subsidiary of HNC, shall merge with Slatington each acting pursuant to
resolutions approved and adopted by the vote of a majority of its directors;
WHEREAS, the Executive is an employee of Slatington and Slatington and
Executive have entered into an Employment Agreement, including a Change in
Control provision, and any amendments or modifications thereto, ("Prior
Employment Agreement"), which Prior Employment Agreement is attached hereto as
Exhibit "A"; and
WHEREAS, the Executive, and the Bank have agreed that the Executive will
work for the Bank after the Effective Date of the merger transaction; and
WHEREAS, the Executive has agreed to release any and all rights Executive
may have under the Prior Employment Agreement and/or any other employment
agreement or understanding Executive may have with Slatington;
NOW THEREFORE, in consideration of the mutual covenants set forth herein,
the parties agree as follows:
1. Effective Date. This Agreement shall take effect and become effective on
the "Effective Date" of the Agreement and Plan of Reorganization by and among
Harleysville National Corporation, HNC North, Inc., The Citizens National Bank
of Lansford, Pennsylvania, Northern Lehigh Bancorp, Inc. and The Citizens
National Bank of Slatington ("Merger Agreement") as defined in Article I,
Section 1.1(d) of the Merger Agreement.
2. Release of Prior Employment Agreement. In consideration of the Executive
becoming employed by the Bank, the Executive releases the Bank, HNC and any of
its direct of indirect subsidiaries and affiliates, NLBI and Slatington from any
liability, obligation, duty or contractual requirement, for payment or otherwise
set forth in any and all provisions of the Prior Employment Agreement or any
other employment agreement or understanding Executive may have with Slatington,
NLBI, the Bank or HNC.
3. Release Consideration. In consideration for the Release referred to in
Paragraph 2, the Bank shall, on the Effective Date of the Merger Agreement, pay
Executive the gross sum of One Hundred Four Thousand Dollars ($104,000), minus
applicable taxes and withholdings. In addition, the Executive and the Bank will
enter into a one year Executive Employment Agreement and a one year Consulting
Agreement.
4. Source of Payments. It is intended by the parties hereto that all
payments provided in this Agreement shall be paid the Bank.
5. No Attachment.
(a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation, or to
execution, attachment, levy or similar process or assignment by
operation of law, and any attempt, voluntary or involuntary, to affect
any such action shall be null, void and of no effect.
(b) This Agreement shall be binding upon and inure to the benefit of the
Executive, the Bank, NLBI, HNC, and any direct or indirect
subsidiaries and affiliates of HNC and their respective successors and
assigns.
6. Modification and Waiver.
(a) This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party
charged with such waiver or estoppel. No such written waiver shall be
deemed a continuing waiver unless specifically stated therein, and
each such waiver shall operate only as to the specific term or
condition for the future or as to any act other than that specifically
waived.
7. Severability. If, for any reason, any provision of this Agreement, or
any part of any provisions, is held invalid, such invalidity shall not affect
any other provision of this Agreement or any part of such provision not held so
invalid, and each such other provision and part thereof shall, to the extend
consistent with law, continue in full force and effect.
8. Headings for Reference Only. The headings of sections and paragraphs
herein are included solely for convenience of reference and shall not control
the meaning or interpretation of any of the provisions of this Agreement.
9. Governing Law. The validity, interpretation, performance and enforcement
of this Agreement shall be governed by Pennsylvania Law.
10. Successor to the Bank. The Bank shall require any successor or
assignee, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of the Bank or the
Holding Company, expressly and unconditionally to assume and agree to perform
the Bank's obligations under this Agreement, in the same manner and to the same
extent that the Bank would be required to perform if no such succession or
assignment had taken place.
IN WITNESS WHEREOF, the Bank, Slatington and HNC has caused this Agreement
to be executed by its duly authorized officers, and Executive has signed this
Agreement on the ________ day of _______________, 1998.
ATTEST: THE CITIZENS NATIONAL BANK OF LANSFORD
/s/ Xxxxxx Xxx By /s/ Xxxxxx X. Xxxxxx
------------------------ ---------------------------------------
Xxxxxx Xxx, Cashier Xxxxxx X. Xxxxxx, President
THE CITIZENS NATIONAL BANK OF
SLATINGTON
/s/ Xxxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxxxx
------------------------ ---------------------------------------
Xxxxxx X. Xxxxx, Secretary Xxxxxx X. Xxxxxxx, Director
HARLEYSVILLE NATIONAL CORPORATION
/s/ Jo Xxx Xxxxx By
--------------------------- ---------------------------------------
Jo Xxx X. Xxxxx, Secretary Xxxxxx X. Xxxxxx, Xx., President
NORTHERN LEHIGH BANCORP, INC.
Xxxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxxxx
-------------------------- ---------------------------------------
Xxxxxx X. Xxxxx, Secretary Xxxxxx X. Xxxxxxx, President
WITNESS:
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
