Exhibit 10.22
Employment Agreement with Xxxxx X. Xxx
EMPLOYMENT AGREEMENT
This Employment Agreement is made and dated as of January 1, 2004 (the
"Agreement Date") by and between Omega Financial Corporation, a Pennsylvania
corporation, ("Company"), and Xxxxx X. Xxx ("Executive").
Background
Executive is the Chairman of the Board, President and Chief Executive
Officer of the Company and the Chairman of the Board of the Company's wholly
owned subsidiary, Omega Bank, N.A. (the "Bank"). Company and Executive desire to
enter into this Agreement to provide for the continued employment of Executive
in such capacities.
IN CONSIDERATION of the mutual agreements contained herein, and intending
to be legally bound hereby, the parties agree as follows:
1. Employment. Company hereby agrees to employ Executive and Executive
hereby accepts such employment by Company on the terms contained herein.
2. Duties. Executive will be employed in the position of Chairman of the
Board, President and Chief Executive Officer of the Company and the Chairman of
the Board of the Bank; provided, however, that upon 30 days prior written notice
to the Company, Executive may resign from the position of President and/or Chief
Executive Officer and remain as Chairman of the Board of the Company and the
Bank, without any diminution in the salary and fringe benefits payable
hereunder. Executive shall report only to the Board of Directors of the Company
and the Bank.
3. Performance. During the Term, Executive shall devote such portion of
his business time to the Company's business and affairs and to the promotion of
the Company's interests as is reasonably required for the fulfillment of his
obligations and the performance of his duties hereunder.
4. Term and Termination
4.1 Except in the case of earlier termination as provided in this Section
4 and in Sections 7 and 8 hereof, this Agreement shall be for a term ending on
December 31, 2006 (the "Term").
4.2 The Board of Directors may terminate the employment of the Executive
at any time for cause. For purposes of this Agreement, the term "cause" shall
mean (i) conviction of Executive for any felony, fraud or embezzlement or (ii)
Executive's breach of Sections 10 or 11 of this Agreement or failure or refusal
to comply with the written policies or written directives of the Company's Board
of Directors, provided Executive fails to cure such breach or non-compliance
within thirty (30) days after receiving written notice from the Company's Board
of Directors specifying such breach or non-compliance.
5. Compensation. Company shall pay to Executive a salary at the annual
rate of: (a) One Hundred Thousand Dollars ($100,000) for calendar year 2004; (b)
Seventy-Five Thousand Dollars ($75,000) for calendar year 2005; and (c) Fifty
Thousand Dollars ($50,000) for calendar year 2006; payable in accordance with
Company's normal payroll practices. Company shall deduct or cause to be deducted
from this salary all taxes and amounts required by law to be withheld, as well
as all amounts due from Executive with respect to employee benefit plans in
which Executive participates.
6. Fringe Benefits.
6.1 General. During the Term, subject to the other provisions of this
Agreement, Executive shall be entitled to participate and shall be included in
any savings, 401(k), stock option, employee stock purchase, pension, profit
sharing, group medical, group disability or similar plan adopted by the Company
now existing or established hereafter.
6.2 Car Allowance. Executive shall receive the use of a Company car during
the Term.
6.3 Business Expense Allowance. Executive shall be entitled to an expense
account during the Term.
6.4 Country Club Membership. During the Term, Company shall pay
Executive's country club membership dues at a country club selected by
Executive.
6.5 Vacation. Executive shall be entitled to a minimum of 4 weeks vacation
per year.
7. Death. In the event of Executive's death during the Term of this
Agreement, this Agreement shall terminate immediately and Executive's legal
representative shall be entitled to receive the salary due through the end of
the Term.
8. Disability. If, during the Term of this Agreement, Executive fails to
perform his duties hereunder on account of illness or other incapacity which the
Board of Directors of Company shall in good faith determine renders the
Executive incapable of performing his duties hereunder, and such illness or
other incapacity shall continue for a period of more than 90 consecutive days,
Company shall have the right, upon written notice to Executive, to terminate
Executive's employment; provided, however, that Executive shall continue to
receive the salary and fringe benefits under this Agreement through the end of
the Term.
9. Assignability; Successors and Mergers. Neither party hereunder shall
have the right to assign this Agreement or any rights or obligations hereunder
without the consent of the other party; provided, however, that upon the sale of
all or substantially al of the assets, business and goodwill of Company to
another corporation, or upon the merger or consolidation of Company with another
corporation or corporations, this Agreement shall inure to the benefit of and be
binding upon, both Executive and the corporation purchasing such assets,
business or goodwill or surviving such merger or resulting from such
consolidation, as the case may be, in the same manner and to the same extent as
though such other corporation were the Company.
10. Confidentiality. Executive will not, at any time either during or
after his employment by Company (except as authorized by Company for its
benefit), divulge or disclose, directly or indirectly, to any person, firm,
association or corporation other than bona fide employees of Company or use for
his own benefit, gain or otherwise any confidential information, knowledge, or
data concerning the business and affairs of Company, whether acquired by
Executive either before or after the Agreement Date, which, if disclosed, would
adversely affect the business of Company or accord to a competitor of Company a
material competitive advantage. This Section does not restrict Executive from
disseminating or using any information which is published or available to the
general public, except where such publication or general availability is as a
result of Executive's improper act.
11. Noncompetition. During the period beginning on the date of this
Agreement and ending on the one (1) year after termination of Executive's
employment with the Company, except with Company's prior written consent,
Executive shall not, directly or indirectly, in any capacity, at any location in
any County in which the Company has an office.
(a) Communicate with or solicit any person or entity which is or during
such period becomes a customer, prospect, employee, agent or representative of,
or a consultant to, the Company, in any manner which interferes or might
interfere with such person's or entity's relationship with the Company, or in an
effort to obtain any such person or entity as a customer, employee, agent or
representative of, or a consultant to, any other person or entity that conducts
a business competitive with or similar to all or any material part of the
Company's business.
(c) Establish, own, manage, operate, finance or control, or participate in
the establishment, ownership, management, operation, financing or control of, or
be a director, officer, employee, salesman, agent or representative of, or be a
consultant to, any person or entity that is engaged in commercial banking.
12. Violation of Covenants. If any of the covenants or agreements
contained in Sections 10 or 11 hereof are violated, Executive agrees and
acknowledges that such violation or threatened violation will cause irreparable
injury to Company and that the remedy at law for any such violation or
threatened violation will be inadequate and that Company will be entitled to
inductive relief without the necessity of providing actual damages.
13. Effect of Waiver. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other provision or any subsequent breach of the same provision thereof.
14. Severability. If any portion of this Agreement is held, by a court of
competent jurisdiction, to conflict with any Federal, state or local law, such
portion or portions of this Agreement are hereby declared to be of no force or
effect in such jurisdiction, and this Agreement shall otherwise remain in full
force and effect and be construed as if such portion had not been included
herein.
15. Additional Terms and Provisions
15.1 Section headings are employed in this Agreement for reference
purposes only and shall not affect the interpretation or meaning of this
Agreement.
15.2 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania, without giving effect to
principles of conflicts of laws.
15.3 This Agreement states the entire understanding of the parties with
respect to the subject matter hereof, and supersedes all prior oral and written
communications and agreements, and all contemporaneous oral communications and
agreements, with respect to the subject matter hereof; provided, however, that
nothing in this Agreement shall be deemed to amend or modify the Executive's
rights under other agreements with the Company and/or the Bank, including
without limitation the Amended and Restated Salary Continuation Agreement
between the Executive and the Bank dated March 1, 2000, as amended, or under any
benefit plan or arrangement maintained for the benefit of Executive by Company
or Bank.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Agreement Date.
OMEGA FINANCIAL CORPORATION EXECUTIVE
By: /s/ Xxxxxx Xxxxxxxx /s/ Xxxxx X. Xxx
Print name: Xxxxxx Xxxxxxxx Xxxxx X. Xxx
Print title: Chairman, Compensation Comm.
Date: 2/23/04 Date: 2/23/04
