Attached files
| file | filename |
|---|---|
| 8-K - North Penn Bancorp Inc | v205819_8k.htm |
| EX-2.1 - North Penn Bancorp Inc | v205819_ex2-1.htm |
| EX-99.1 - North Penn Bancorp Inc | v205819_ex99-1.htm |
| EX-10.1 - North Penn Bancorp Inc | v205819_ex10-1.htm |
| EX-10.2 - North Penn Bancorp Inc | v205819_ex10-2.htm |
| EX-10.4 - North Penn Bancorp Inc | v205819_ex10-4.htm |
Exhibit
10.3
ADDENDUM
TO THE
NORTH
PENN BANK AND NORTH PENN BANCORP, INC.
FORM OF AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS
ADDENDUM (this “Addendum”) to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT by
and among Thomas A. Byrne (the “Executive”) and North Penn Bank (“Bank”) and
North Penn Bancorp, Inc. (“Bancorp”) dated January 4, 2008 (“Agreement”), is
made by and among the Executive, the Bank, Bancorp and Norwood Financial Corp.
(“Norwood“) as of December 14, 2010 (“Effective Date”).
WHEREAS,
the Executive is currently employed by the Bank and Bancorp as Senior Vice
President, and is experienced in certain phases of the business of the Bank and
Bancorp; and
WHEREAS,
Norwood contemplates acquiring Bancorp pursuant to the Agreement and Plan of
Merger (“Merger Agreement”) by and among the Bank, Bancorp, and Norwood, dated
December 14, 2010; and
WHEREAS,
the parties desire to set forth certain modifications to the Agreement as set
forth in this Addendum prior to execution of the Merger Agreement, with this
Addendum to be effective as of the Effective Date.
NOW,
THEREFORE, the parties hereto, intending to be legally bound do hereby agree,
that in exchange for the good and valuable consideration to be paid by Norwood,
the Bank and Bancorp, this Addendum by and among the Bank, Bancorp, Norwood and
the Executive, is hereby made, as follows:
In order
to induce the Executive to execute this Addendum and to be bound by its terms,
including the provisions contained herein at Section 2, and to remain in the
employment with the Bank and Bancorp through the date of the merger of Bancorp
and Norwood (“Merger Date”), and to commence employment with Norwood as of the
Merger Date and to remain employed with Norwood thereafter, Norwood shall make
the following additional payments to the Executive as follows:
1. Additional Compensation
Payments.
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a.
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Provided
that the Executive is an employee in good standing with Norwood as of the
date that is one (1) month following the Merger Date, Norwood shall pay
the Executive the sum of $50,000;
and
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b.
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Provided
that the Executive is an employee in good standing with Norwood as of the
date that is twelve (12) months following the Merger Date, Norwood shall
pay the Executive the sum of
$30,000;
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2. Non-Competition and
Non-Solicitation Limitations.
During
the period commencing on the Effective Date and ending on the later of: (I) one
year following the Merger Date, or (II) three months following the Executive’s
termination of employment with Norwood, the Executive agrees not to engage in
any Competition (as defined below) with Norwood, Wayne Bank (“Wayne”), Bank or
Bancorp or any affiliate or subsidiary of any of the foregoing ( the
“Companies”). For purposes of this Addendum, “Competition” means becoming an
employee, an officer, a director, a consultant, an agent, partner, an advisory
director, a founder or a shareholder or other equity holder (other than
acquisitions of not more than one percent (1%) of the outstanding capital stock
of, or a similar equity interest in, a corporation or other entity) or in any
other capacity with any business organization that is doing business or intends
to do business in the Commonwealth of Pennsylvania in the counties of
Lackawanna, Wayne, Pike and Monroe and that is engaged or intends to engage in
the provision of financial services to the public, including, but not limited
to, accepting retail or commercial deposit accounts, making loans or offering
trust services, commercial banking, mortgage banking or lease financing, by
business entities, including but not necessarily limited to commercial banks,
savings associations, trust companies, credit unions and parent companies and
subsidiary companies of such business entities (collectively, “Financial
Services Companies”). Competition shall also mean engaging in efforts to recruit
any employee of the Companies or solicit or induce, attempt to solicit or
induce, or assist in the solicitation or inducement of any employee of the
Companies to terminate his or her employment with the Companies, or otherwise
cease his or her relationship with the Companies, or solicit, divert or take
away, or attempt to solicit, divert or take away, the business or patronage of
any of the clients, customers or accounts of the Companies that were served by
the Companies before or after the Closing of the Merger.
3. Other Matters.
a. Perquisites. After the Merger Date, Norwood will maintain
membership at the Glen Oak Country Club or reimburse the Executive for such
costs in order to facilitate use of such facilities to promote the business of
Norwood. After the Merger Date, the Executive will have continued use of the
company vehicle maintained by the Bancorp or the Bank as of the Effective Date
for the Executive’s business use, including payment for insurance, maintenance
and fuel.
b. Payment Calculation
Limits. Notwithstanding anything
herein or in the Agreement to the contrary, in the calculation of any payments
due to the Executive in accordance with Section 5(c) of the Agreement,
compensation attributable to the Executive as a result of the exercise of any
stock options to acquire Bancorp common stock or the sale of any stock received
upon the exercise of any incentive stock options resulting in a disqualifying
disposition (in each case where such transaction occurs after October 1, 2010)
shall not be taken into account in the calculation of such payment.
c. Termination of the Merger
Agreement. In the event that the
Merger Agreement is terminated by the parties prior to the Merger Date, then
this Addendum shall automatically terminate as of the date of such termination
of the Merger Agreement, and thereafter be of no further force and
effect.
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4. Defined Terms.
Capitalized
terms set forth in this Addendum shall have such meaning as defined herein, and
if not otherwise defined, then as defined in the Agreement. Except as otherwise
set forth herein, the Agreement shall remain in full force and effect as
otherwise written.
THE
REMAINDER OF THIS PAGE IS BLANK.
SIGNATURE
PAGES FOLLOWS.
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IN
WITNESS WHEREOF, the parties have executed this Addendum to the Agreement as of
the date first written above.
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/s/
Bridget A. Orue
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/s/ Thomas A. Byrne
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Witness
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Thomas
A. Byrne, Executive
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NORTH
PENN BANCORP, INC.
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ATTEST:
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By:
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/s/ Frederick L.
Hickman
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/s/
Bridget A. Orue
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Asst.
Secretary
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NORTH
PENN BANK
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ATTEST:
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By:
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/s/ Frederick L.
Hickman
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/s/
Bridget A. Orue
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Asst.
Secretary
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NORWOOD
FINANCIAL CORP.
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ATTEST:
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By:
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/s/ Lewis J. Critelli | |
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/s/
Edward C. Kasper
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Secretary
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