AMENDED AND RESTATED EXECUTIVE SALARY
CONTINUATION AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT ("Agreement"), made and
entered into this 29th day of December, 2006, by and between
Union National Community Bank (the "Bank"), a national bank
organized and existing under Federal law and Xxxx X. Xxxxxx, an
Executive of the Bank ("Executive").
WITNESSETH:
WHEREAS, The Executive and Bank entered into an Executive
Salary Continuation Agreement dated December 31, 2003; and
WHEREAS, the parties are entering into this Amended and
Restated Agreement to comply with the requirements of Section
409A of the Internal Revenue Code (hereinafter "Section 409A");
and
WHEREAS, Executive has been and continues to be a valued
Executive of the Bank, and is now serving the Bank as its Chief
Executive Officer; and
WHEREAS, it is the consensus of the Board of Directors of the
Bank (the "Board") that Executive's services to the Bank in the
past have been of exceptional merit and have constituted an
invaluable contribution to the general welfare of the Bank in
bringing the Bank to its present status of operating efficiency
and present position in its field of activity; and
WHEREAS, Executive's experience, knowledge of the affairs of
the Bank, reputation, and contacts in the industry are so
valuable that assurance of Executive's continued services is
essential for the future growth and profits of the Bank and it is
in the best interests of the Bank to arrange terms of continued
employment for Executive so as to reasonably assure Executive's
remaining in the Bank's employment during Executive's lifetime or
until the age of retirement; and
WHEREAS, it is the desire of the Bank that Executive's
services be retained as herein provided; and
WHEREAS, Executive is willing to continue in the employ of the
Bank provided the Bank agrees to pay Executive or Executive's
beneficiary(ies), certain benefits in accordance with the terms
and conditions hereinafter set forth; and
WHEREAS, the Bank considers the Executive's Compensation
under this Agreement to be reasonable pursuant to 12 C.F.R.
Section 359.4;
ACCORDINGLY, it is the desire of the Bank and Executive to
enter into this Agreement under which the Bank will agree to make
certain payments to Executive upon his retirement or to
Executive's beneficiary(ies) in the event of Executive's death
pursuant to this Agreement;
FURTHERMORE, it is the intent of the parties hereto that this
Agreement be considered an unfunded arrangement maintained
primarily to provide supplemental retirement benefits for
Executive. Executive is fully advised of the Bank's financial
status and has had substantial input in the design and operation
of this benefit plan.
NOW, THEREFORE, in consideration of services performed in the
past and to be performed in the future as well as of the mutual
promises and covenants herein contained, it is agreed as follows:
I. EMPLOYMENT
The Bank agrees to employ Executive in such capacity as the
Bank may from time to time determine. Executive will
continue in the employ of the Bank in such capacity and with
such duties and responsibilities as may be assigned to him,
and with such compensation as may be determined from time to
time by the Board.
II. FRINGE BENEFITS
The salary continuation benefits provided by this Agreement
are granted by the Bank as a fringe benefit to Executive and
are not part of any salary reduction plan or an arrangement
deferring a bonus or a salary increase. Executive has no
option to take any current payment or bonus in lieu of these
salary continuation benefits except as set forth
hereinafter.
III.BENEFIT PROVISIONS
A. Definitions
1. Accrued Benefit
a. The accrued benefit will be calculated annually
on the Calculation Date. The value of the
accrued benefit will remain unchanged until the
next Calculation Date.
b. The accrued benefit is equal to the Formula
Benefit based on Average Monthly Earnings,
Health Insurance Premiums, and the Increasing
Life Annuity. All components are determined as
of the Calculation Date.
2. Average Monthly Earnings
a. Average Monthly Earnings equals one twelfth
(1/12) of the three year average of Base Annual
Salary as of the Calculation Date.
b. Executive's Base Annual Salary on the
Calculation Date will be one of the three Base
Annual Salary amounts included in the
calculation of Average Monthly Earnings. Note:
this is the Base Annual Salary on the December
31st Calculation Date, and not the Base Annual
Salary that the Board of Directors may have
elected to pay Executive for the year subsequent
to the Calculation Date.
c. Base Annual Salary on the two Calculation Dates
prior to the current Calculation Date will be
used for the other two Base Annual Salary
amounts needed for the calculation of Average
Monthly Earnings.
3. Base Annual Salary
a. Base Annual Salary is Executive's annual base
compensation on applicable Calculation Date;
provided, however, that increases in the Base
Annual Salary starting from 2005, and
thereafter, for the sole purpose of making the
calculations contemplated by this Agreement,
shall be limited to the lesser of the actual
increase in annual base compensation or three
percent (3%) of the Base Annual Salary of the
previous year.
b. Base Annual Salary does not include incentive
payments of any kind.
c. Base Annual Salary includes employee elective
deferrals under the Company's 401(k) plan and
Section 125 Cafeteria Plan.
4. Calculation Date
a. The Calculation Date is December 31st of each
year of this Agreement.
5. Effective Date - The effective date of this
Agreement is January 1, 2004.
6. Formula Benefit
a. The Formula Benefit = 70% x Average Monthly
Earnings
+ the Heath Insurance Premium
- the Increasing Life Annuity.
7. Health Insurance Premium
a. The Health Insurance Premium amount is equal to
the estimated monthly premium that a healthy
individual would have to pay on the Calculation
Date as a self employed person in order to
provide health insurance benefits similar to the
benefits provided under the Bank's program for
its employees, provided, however, the annual
increase, if any, shall be limited to the lesser
of the actual increase or ten percent (10%) of
the Health Insurance Premium of the previous
year.
8. Increasing Life Annuity
a. The Increasing Life Annuity is equal to the
monthly amount that would be payable beginning
on the Calculation Date as a life annuity
increasing annually at a rate of three percent
(3%) a year based on Executive's account balance
on the Calculation Date in the Union National
Community Bank 401(k) Profit Sharing Plan
attributable to employer contributions.
b. Account balances attributable to employer
contributions to the Union National Community
Bank 401(k) Profit Sharing Plan include:
1). account balances attributable to all profit
sharing contributions, forfeitures and
investment earnings thereon; and
2). account balances attributable to all
matching employer 401(k) plan contributions,
forfeitures and investment earnings thereon.
c. The calculation of the Increasing Life Annuity
will be based on the following assumptions:
1). annual increases -monthly benefit payments
will increase three percent (3%) after the
first twelve (12) benefit payments have been
made. Monthly benefit payments will increase
by three percent (3%) thereafter at the end
of each subsequent twelve (12) month period,
and
2). discount rate - the discount rate used in
the calculation will be the rate specified
under Section VII(K) of the Agreement, and
3). mortality - the mortality table used in the
calculation will be the 1983 Group Annuity
Mortality Table for Males.
9. Spouse - Spouse means Xxxxxxx Xxxxxx, Executive's
spouse on the Effective Date.
B. Normal Retirement
1. Normal Retirement Date - Executive's Normal
Retirement Date will be January 1, 2017, which is
the January 1st that follows his 62nd birthday.
2. Normal Retirement Benefit
a. Executive's Normal Retirement Benefit is the
accrued benefit calculated on December 31, 2016.
b. The benefit is a monthly benefit payable for the
life of Executive.
c. The first benefit payment will be made January
1, 2017; provided, however, that if normal
retirement is determined to be a "separation
from service" and the Executive is a "specified
employee" within the meaning of Section 409A, no
payment shall be made until one day after six
months from separation from service, at which
time such delayed payments shall be accumulated
and paid in one lump sum.
d. The last benefit payment will be made on the
first day of the month that Executive dies.
e. The monthly benefit will increase by three
percent (3%) after twelve (12) benefit payments
have been made. The benefit will increase
thereafter by three percent (3%) at the end of
each subsequent twelve (12) month period.
f. A single lump sum benefit amount will be paid to
Spouse, if Executive dies before January 1,
2035. If Spouse predeceases Executive said
amount will be paid to his Estate and/or other
beneficiaries. The benefit shall be determined
in the following manner:
1). First, determine the monthly benefit
payments that Executive would have received
between the date of his death and December
31, 2034.
2). Next, determine the present value of the
benefit payments identified in Section
III(B)(2)(f)(1) of this Agreement as of the
first day of the month following
Executive's date of death. The present
value will be based on the discount rate
specified in Section VII(K) of this
Agreement.
3). Within sixty (60) days following
Executive's death, the Bank will pay to
Spouse (or his Estate and/or other
beneficiary) a lump sum amount equal to the
present value determined under Section
III(B)(2)(f)(2) of this Agreement.
4). This benefit is in addition to any benefit
payable under the Group Term Replacement
Plan for Certain Officers.
C. Late Retirement
1. Late Retirement Date - Executive's Late
Retirement Date will be the first day of the
month following Executive's retirement after the
January 1 following his 62nd birthday.
2. Late Retirement Benefit
a. Executive's Late Retirement Benefit is the
accrued benefit calculated on December 31,
2016 adjusted actuarially to reflect the
late retirement date. Benefits payable on
Executive's Late Retirement Date shall have
an equivalent actuarial value to benefits
payable on his Normal Retirement Date.
b. The benefit is a monthly benefit payable for
the life of Executive.
c. The first benefit payment will be made on
Executive's Late Retirement Date; provided,
however, that if late retirement is
determined to be a "separation from service"
and the Executive is a "specified employee"
within the meaning of Section 409A, no
payment shall be made until one day after
six months from separation from service, at
which time such delayed payments shall be
accumulated and paid in one lump sum.
d. The last benefit payment will be made on the
first day of the month that Executive dies.
e. The monthly benefit will increase by three
percent (3%) after twelve 12 benefit
payments have been made. The benefit will
increase thereafter by three percent (3%) at
the end of each subsequent twelve (12) month
period.
f. A single lump sum benefit amount will be
paid to Spouse, if Executive dies before
January 1, 2035. If Spouse predeceases
Executive said amount will be paid to his
Estate and/or other beneficiaries. The
benefit shall be determined in the following
manner:
1). First, determine the monthly benefit
payments that Executive would have
received between the date of his death
and January 1, 2035.
2). Next, determine the present value of
the benefit payments identified in
Section III(C)(2)(f)(1) of this
Agreement as of the first day of the
month following Executive's date of
death. The present value will be based
on the discount rate specified in
Section VII(K) of this Agreement.
3). Within sixty (60) days following
Executive's death, the Bank will pay to
Spouse (or his Estate and/or other
beneficiary) a lump sum amount equal to
the present value determined under
Section III (B)(2)(f)(2) of this
Agreement.
4). This benefit is in addition to any
benefit payable under the Group Term
Replacement Plan for Certain Officers.
D. Disability Retirement
1. Disability
a. Disability is defined in accordance with the
terms and provisions of Executive's Amended
and Restated Employment Agreement by and
among Union National Financial Corporation
("Corporation"), the Bank, and Executive
dated December 29, 2006.
b. Disability Benefit
1). Upon Executive's termination of
employment due to a Disability as
defined in his Employment Agreement and
before he attains his Normal Retirement
Age, the Bank shall deposit into
Executive's Contingent Disability Trust
(Appendix A) an amount equal to the
accrued liability that is used in the
FASB 87 calculations for the plan as of
the Calculation Date prior to the date
of Disability. Except as provided under
Section III(D)(1)(b)(3) of this
Agreement, no further benefits shall be
payable to the Executive under this
Agreement during the period of
Disability.
2). If Executive attains his Normal
Retirement Date while Disabled, no
benefits will be paid under this
Agreement and this Agreement will
terminate.
3). If he returns to employment following a
period of Disability, Executive's
benefit upon a subsequent termination of
employment, if any, shall be reduced by
amounts payable from the Executive's
Contingent Disability Trust in
accordance with its terms.
4). In the event the FASB 87 contribution or
the payments from the disability policy
to Executive's Contingent Disability
Trust are determined to be deferred
compensation pursuant to Section 409A,
and any payments made to Executive in
connection with a Disability are
determined to be because of a
"separation from service" and Executive
is determined to be a "specified
employee," within the meaning of Section
409A, no payment shall be made until one
day after six months from separation
from service,
at which time such delayed payments
shall be accumulated and paid in one
lump sum.
E. Pre-Retirement Death
1. Benefit Description
a. A single lump sum benefit amount will be
paid to Spouse if Executive should die
before the later of his Normal or Late
Retirement Date. If Spouse predeceases
Executive said amount will be paid to his
Estate and/or other beneficiaries. The
benefit shall be determined in the following
manner:
1). First, determine the monthly benefit
payments that Executive would have
received between his Normal Retirement
Date (or Late Retirement Date, if
applicable, assuming he retired on his
date of death and monthly benefit
commenced on the first day of the month
following his date of death) and January
1, 2035.
2). Next, determine the present value of the
benefit payments identified in Section
III(E)(1)(a)(1) of this Agreement as of
the first day of the month following
Executive's date of death. The present
value will be based on the discount rate
specified in Section VII(K) of this
Agreement.
3). Within sixty (60) days following
Executive's death, the Bank will pay to
Spouse (or his Estate and/or other
beneficiary) a lump sum amount that is
equal to the present value as determined
under Section III(E)(1)(a)(2) of this
Agreement.
4). This benefit is in addition to any
benefit payable under the Group Term
Replacement Plan for Certain Officers.
F. Change in Control
1. Change in Control Retirement Date
a. Executive's Change in Control Retirement
Date is the first day of the month following
a termination of employment as a result of a
Change in Control as defined in Section V of
this Agreement.
2. Change in Control Retirement Benefit
a. Executive's Change in Control Retirement
Benefit is the accrued benefit calculated on
the December 31st immediately prior to his
Change in Control Retirement Date.
b. The benefit is a monthly benefit payable for
the life of Executive.
c. The first benefit payment will be made on
the Change of Control Retirement Date;
provided, however, that if retirement under
this Section III(F) is determined to be a
"separation from service" and the Executive
is a "specified employee" within the
meaning of Section 409A, no payment shall
be made until one day after six months from
separation from service, at which time such
delayed payments shall be accumulated and
paid in one lump sum.
d. The last benefit payment will be made on
the first day of the month that Executive
dies.
e. The monthly benefit will increase by three
percent (3%) after twelve (12) benefit
payments have been made. The benefit will
increase thereafter by three percent (3%) at
the end of each subsequent twelve (12) month
period.
f. A single lump sum benefit amount will be
paid to Spouse if Executive dies before
January 1, 2035. If Spouse predeceases
Executive said amount will be paid to his
Estate and/or other beneficiaries. The
benefit shall be determined in the following
manner:
1). First, determine the monthly benefit
payments that Executive would have
received between his date of his death
and January 1, 2035.
2). Next, determine the present value of the
benefit payments identified in Section
III (F)(2)(f)(1) of this Agreement as of
the first day of the month following
Executive's date of death. The present
value will be based on the discount rate
specified in Section VII(K) of this
Agreement.
3). Within sixty (60) days following
Executive's death, the Bank will pay to
Spouse (or his Estate and/or other
beneficiary) a lump sum amount that is
equal to the present value as determined
under Section III(F)(2)(f)(2) of this
Agreement above.
4). This benefit is in addition to any
benefit payable under the Group Term
Replacement Plan for Certain Officers.
G. Termination of Employment
1. Definition
a. Executive shall be entitled to a benefit
under this Agreement if he terminates
employment before age 62 for any reason
other than Death, Disability, or Change in
Control.
2. Termination Benefit
a. The benefit amount will be calculated in the
following manner:
Benefit = Vesting Percentage x Accrued Benefit
b. Vesting Percentage - the vesting percentage
will be based on the chart below:
Year of Termination Vesting Percentage
___________________ __________________
2004 0%
2005 0%
2006 0%
2007 0%
2008 60%
2009 60%
2010 60%
2011 80%
2012 80%
2013 80%
2014 80%
2015 88%
2016 95%
2017 100%
c. The initial benefit payment will be equal to
the Benefit as calculated above in Section
III(G)(2)(a) multiplied by (1.03)n where n =
2016 - the year of Executive's employment
termination.
d. The benefit is a monthly benefit payable for
the life of Executive. Benefit payments will
begin on January 1, 2017; provided, however,
that if the termination of employment is
determined to be a "separation from service"
and the Executive is a "specified employee"
within the meaning of Section 409A, no
payment shall be made until one day after
six months from separation from service, at
which time such delayed payments shall be
accumulated and paid in one lump sum.
e. Monthly benefits will increase by three
percent (3%) on each January 1st after 2017.
f. A single lump sum benefit amount will be
paid to Spouse if Executive dies before
January 1, 2035. If Spouse predeceases
Executive said amount will be paid to his
Estate and/or other beneficiaries. The
benefit shall be determined in the following
manner:
1) First, determine the monthly benefit
payments that Executive would have
received between his date of death and
January 1, 2035.
2) Next, determine the present value of the
benefit payments identified in Section
III(G)(2)(f)(1) of this Agreement as of
the first day of the month following
Executive's date of death. The present
value will be based on the discount rate
specified in Section VII(K) of this
Agreement.
3) Within sixty (60) days following
Executive's death, the Bank will pay to
Spouse (or his Estate and/or other
beneficiary) a lump sum amount equal to
the present value determined under
Section III (G)(2)(f)(2) of this
Agreement.
4) This benefit is in addition to any
benefit payable under the Group Term
Replacement Plan for Certain Officers.
H. Long Term Care
1. Acquisition of Insurance Protection
a. The Bank shall purchase on or before the
Effective Date a Long Term Care insurance
policy that will provide benefits to
Executive and/or his Spouse in the event
either or both should require long term care
on or after the Effective Date.
b. The specific terms and conditions of the
long term care benefits payable under this
Section will be specified in the Long Term
Care insurance policy which will be attached
to this Agreement as an [Appendix B].
2. Long Term Care Benefit for Executive
a. The amount of benefit that will be acquired
for Executive is summarized below.
1). A benefit of $200 a day will be paid to
Executive if he should have a need for
long term care on or after the Effective
Date.
2). The insured benefit payment amount will
increase five percent (5%) a year, with
the first increase to occur effective
January 1, 2005.
3). Benefits in pay status will also
increase five percent (5%) on each
January 1st following benefit
commencement.
3. Long Term Care Benefit for Spouse
a. The amount of benefit that will be acquired
for Spouse is summarized below.
1). A benefit of $150 a day will be paid to
Spouse if she should have a need for
long term care on or after the Effective
Date.
2). The insured benefit payment amount will
increase five percent (5%) a year, with
the first increase to occur effective
January 1, 2005.
3). Benefits in pay status will also
increase five percent (5%) on each
January 1st following benefit
commencement.
4. Insurance Premiums
a. The Bank will acquire a policy that provides
for the payment of ten (10) annual premiums
with the first premium due January 1, 2004.
b. The Bank is responsible for the payment of
all premiums unless Executive terminates
employment on or after January 1, 2010 or for
other than Normal Retirement, Late
Retirement, Disability Retirement, Death, or
Change in Control Retirement.
c. Executive may elect to assume responsibility
for the payment of the remainder of the
premiums if Executive terminates employment
before January 1, 2010 or for any reason
other than Normal Retirement, Late
Retirement, Disability Retirement, Death, or
Change in Control Retirement.
IV. BENEFIT ACCOUNTING
The Bank shall account for this benefit using the
regulatory accounting principles of the Bank's primary
federal regulator. The Bank shall establish an accrued
liability retirement account for Executive into which
appropriate reserves shall be accrued.
V. CHANGE OF CONTROL
As used in this Agreement, "a Change in Control" (other
than one occurring by reason of an acquisition of the
Company by Executive) shall be deemed to have occurred if
the Board of Directors of Corporation or Bank certifies on
an objective basis that one of the following has occurred:
A. a sale or other transfer of ownership of forty percent
(40%) or more of the total gross fair market value of
the assets of Corporation and Bank to any individual,
corporation, partnership, trust, or other entity or
organization (a "Person") or group of Persons acting in
concert as a partnership or other group, other than a
Person controlling, controlled by, or under common
control with Corporation or Bank;
B. any Person or group of Persons acting in concert as a
partnership or other group, other than a Person
controlling, controlled by, or under common control with
Corporation or Bank, acquires ownership of stock in
Corporation, that together with stock held by such
Person or group, constitutes more than 50 percent of the
total fair market value or total voting power of the
stock of Corporation, provided such Person or group did
not own more than 50 percent of the total fair market
value or total voting power of the stock of Corporation
prior to such acquisition; or
C. the replacement of a majority of members of
Corporation's Board of Directors over any period of one
year or less by directors whose appointment or election
is not endorsed by a majority of the members of the
Corporation's Board of Directors prior to the date of
the appointment or election.
VI. RESTRICTIONS ON FUNDING
The Bank shall have no obligation to set aside, earmark, or
entrust any fund or money in order to pay its obligations
under this Agreement. Executive, their beneficiary(ies), or
any successor in interest shall be and remain simply a
general creditor of the Bank in the same manner as any
other creditor having a general claim for matured and
unpaid compensation.
The Bank reserves the absolute right, at its sole
discretion, to either fund the obligations undertaken by
this Agreement or to refrain from funding the same and to
determine the extent, nature and method of such funding.
Should the Bank elect to fund this Agreement, in whole or
in part, through the purchase of life insurance, mutual
funds, disability policies or annuities, the Bank reserves
the absolute right, in its sole discretion, to terminate
such funding at any time, in whole or in part. At no time
shall any Executive be deemed to have any lien, right,
title or interest in any specific funding investment or
assets of the Bank.
If the Bank elects to invest in a life insurance,
disability or annuity policy on the life of Executive, then
Executive shall assist the Bank by freely submitting to a
physical exam and supplying such additional information
necessary to obtain such insurance or annuities.
All purchases of insurance are subject to and must comply
with any requirement of Section 402 of GLBA as determined
by the SEC. The Bank may rely on an opinion of counsel in
absence of any written guidance by the Securities and
Exchange Commission or case law.
VII. MISCELLANEOUS
A. Alienability and Assignment Prohibition:
Neither Executive, nor Executive's surviving spouse,
nor any other beneficiary(ies) under this Agreement
shall have any power or right to transfer, assign,
anticipate, hypothecate, mortgage, commute, modify or
otherwise encumber in advance any of the benefits
payable hereunder nor shall any of said benefits be
subject to seizure for the payment of any debts,
judgments, alimony or separate maintenance owed by
Executive or Executive's beneficiary(ies), nor be
transferable by operation of law in the event of
bankruptcy, insolvency or otherwise.
B. Assignment:
This Agreement shall be assignable by Bank to their
successors and affiliates.
C. Amendment or Revocation:
It is agreed by and between the parties hereto that,
during the lifetime of Executive, this Agreement may be
amended or revoked at any time or times, in whole or in
part, by the mutual written consent of Executive and
the Bank.
D. Gender:
Whenever in this Agreement words are used in the
masculine or neuter gender, they shall be read and
construed as in the masculine, feminine or neuter
gender, whenever they should so apply.
E. Effect on Other Bank Benefit Plans:
Nothing contained in this Agreement shall affect the
right of Executive to participate in or be covered by
any qualified or non-qualified pension, profit-sharing,
group, bonus or other supplemental compensation or
fringe benefit plan constituting a part of the Bank's
existing or future compensation structure.
F. Headings:
Headings and subheadings in this Agreement are inserted
for reference and convenience only and shall not be
deemed a part of this Agreement.
G. Applicable Law:
The validity and interpretation of this Agreement shall
be governed by the laws of the State of Pennsylvania,
without regard to its conflicts of law principles;
provided that this Agreement shall be interpreted as is
minimally required to qualify any payment hereunder as
not triggering any tax or penalty on the Executive or
the Bank pursuant to Section 409A. The provisions of
this Agreement shall be construed consistent with
Section 409A, the applicable Treasury Regulations and
other official guidance promulgated thereunder so as
not to give rise to any violation of such section.
H. 12 U.S.C. Section 1828(k):
Although the Bank considers the Executive's
Compensation under this Agreement to be reasonable, any
payments made to Executive pursuant to this Agreement,
or otherwise, may be subject to and conditioned upon
their compliance with 12 U.S.C. Section 1828(k) or any
regulations promulgated thereunder.
I. Partial Invalidity:
If any term, provision, covenant, or condition of this
Agreement is determined by an arbitrator or a court, as
the case may be, to be invalid, void, or unenforceable,
such determination shall not render any other term,
provision, covenant, or condition invalid, void, or
unenforceable, and this Agreement shall remain in full
force and effect notwithstanding such partial
invalidity.
J. Not a Contract of Employment:
This Agreement shall not be deemed to constitute a
contract of employment between the parties hereto, nor
shall any provision hereof restrict the right of the
Bank to discharge Executive, or restrict the right of
Executive to terminate employment.
K. Present Value:
All present value calculations under this Agreement
shall be based on the following discount rate:
Discount Rate: The discount rate as used in the FASB
87 calculations.
Mortality Table: For Executive - the 1983 Group
Annuity Mortality Table for Males
For Spouse - the 1983 Group Annuity
Mortality table for Females
VIII. NAMED FIDUCIARY AND PLAN ADMINISTRATOR
The "Named Fiduciary and Plan Administrator" of this
Agreement shall be the Vice President, Human Resources
for the Bank until his or her resignation or
removal by the Board. As Named Fiduciary and Plan
Administrator, the Bank shall be responsible for the
management, control and administration of Agreement. The
Named Fiduciary may delegate to others certain aspects of
the management and operation responsibilities of
Agreement including the employment of advisors and the
delegation of ministerial duties to qualified
individuals.
IX. CLAIMS PROCEDURE AND ARBITRATION
In the event a dispute arises over benefits under this
Agreement and benefits are not paid to Executive and such
claimant feels he or she is entitled to receive such
benefits, then a written claim must be made to the Named
Fiduciary and Plan Administrator named above within sixty
(60) days from the date payments are refused. The Named
Fiduciary and Plan Administrator shall review the written
claim and if the claim is denied, in whole or in part,
they shall provide in writing within sixty (60) days of
receipt of such claim the specific reasons for such
denial, reference to the provisions of this Agreement
upon which the denial is based and any additional
material or information necessary to perfect the claim.
Such written notice shall further indicate the additional
steps to be taken by claimant if a further review of the
claim denial is desired. A claim shall be deemed denied
if the Named Fiduciary and Plan Administrator fail to
take any action within the aforesaid sixty-day period.
If a claimant desires a second review he or she shall
notify the Named Fiduciary and Plan Administrator in
writing within sixty (60) days of the first claim denial.
Claimant may review this Agreement or any documents
relating thereto and submit any written issues and
comments he or she may feel appropriate. In their sole
discretion, the Named Fiduciary and Plan Administrator
shall then review the second claim and provide a written
decision within sixty (60) days of receipt of such claim.
This decision shall likewise state the specific reasons
for the decision and shall include reference to specific
provisions of the Agreement upon which the decision is
based.
If a claimant continues to dispute the benefit denial
based upon completed performance of this Executive or the
meaning and effect of the terms and conditions thereof,
then the claimant may submit the dispute to an arbitrator
for final arbitration. Any controversy, claim or dispute
between the parties concerning this Agreement or the
breach thereof shall be finally settled by arbitration in
Lancaster County, Pennsylvania pursuant to the rules of
the American Arbitration Association regarding employment
disputes. In such instances, it is agreed that the
dispute shall be submitted to final and binding
arbitration by one arbitrator; provided, however, that
either party may request that there be three arbitrators,
in which case each party shall select one arbitrator, and
the two arbitrators so selected shall select a third. All
costs of arbitration (other
than the costs of a party's own witnesses and
professional advisors) shall be paid by the nonprevailing
party. The parties hereto agree that they and their
heirs, personal representatives, successors and assigns
shall be bound by the decision of such arbitrator with
respect to any controversy properly submitted to it for
determination.
Where a dispute arises as to the Bank's discharge of
Executive "for cause," such dispute shall likewise be
submitted to arbitration as above described and the
parties hereto agree to be bound by the decision
thereunder.
X. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF
CHANGES IN THE LAW, RULES OR REGULATIONS
The Bank is entering into this Agreement upon the assumption
that certain existing tax laws, rules and regulations will
continue in effect in their current form. If any said
assumptions should change and said change has a detrimental
effect on this Agreement, then the Bank reserves the right
to terminate or modify this Agreement accordingly. Upon a
Change of Control (Paragraph V), this paragraph shall become
null and void effective immediately upon said Change of
Control.
XI. DEATH OF EXECUTIVE
Notwithstanding anything herein to the contrary, this
Agreement shall terminate upon the death of Executive and
the full and complete payment of all benefits provided for
under this Agreement.
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IN WITNESS WHEREOF, the parties hereto acknowledge that each
has carefully read this Agreement and executed the original
thereof on the first date set forth hereinabove, and that, upon
execution, each has received a conforming copy.
ATTEST: Union National Community Bank
Lancaster, Pennsylvania
/s/ Xxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxx
________________________ __________________________
Xxxxx X. Xxxxxxx,
Director and Chairman of
Compensation Committee
WITNESS:
/s/ Xxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
________________________ __________________________
Xxxx X. Xxxxxx
