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Title: |
Employment Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 5KB of 28KB total |
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Price: |
$40 |
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ID: |
#1355371 |
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of March 29, 2005, between
Prudential Savings Bank, a Pennsylvania-chartered, stock-form
savings bank (the "Bank" or the "Employer"), and Joseph R.
Corrato (the "Executive").
WITNESSETH
WHEREAS, the Executive is presently an officer of the Bank;
WHEREAS, the Employer desires to be ensured of the
Executive's continued active participation in the business of the
Employer; and
WHEREAS, in order to induce the Executive to remain in the
employ of the Employer and in consideration of the Executive's
agreeing to remain in the employ of the Employer, the parties
desire to specify the severance benefits which shall be due the
Executive in the event that his employment with the Employer is
terminated under specified circumstances.
NOW THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the parties hereby agree as
follows:
1. Definitions. The following words and terms shall have
the meanings set forth below for the purposes of this Agreement:
(a) Average Annual Compensation. The Executive's "Average
Annual Compensation" for purposes of this Agreement shall be
deemed to mean the average amount of Base Salary and cash bonus
received by the Executive from the Employer or any subsidiary
thereof (excluding any deferred amounts) during the most recent
five calendar years preceding the Date of Termination (or such
shorter period as the Executive was employed).
(b) Base Salary. "Base Salary" shall have the meaning set
forth in Section 3(a) hereof.
(c) Cause. Termination of the Executive's employment for
"Cause" shall mean termination because of personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final cease-and-
desist order, willful conduct which is materially detrimental
(monetarily or otherwise) to the Employer or material breach of
any provision of this Agreement.
(d) Change in Control of the Corporation. "Change in
Control of the Corporation" shall mean the occurrence of any of
the following: (i) an event that would be required to be
reported by, or with respect to, the Corporation in response to
Item 5.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation
14A pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"), or any successor thereto, whether or not any
class of securities of the Corporation is registered under the
Exchange Act; (ii) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) other than the MHC is or
becomes the "beneficial owner" (as defined in Rule 13d-under the
Exchange Act), directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting power
of the Corporation's then outstanding securities; or (iii) during
any period of three consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the
Corporation cease for any reason to constitute at least a
majority thereof unless the election, or the nomination for
election by stockholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period; provided,
however, that no Change in Control of the Corporation shall be
deemed to have occurred solely because the MHC undertakes a
"second-step" mutual to stock conversion.
(e) Code. "Code" shall mean the Internal Revenue Code of
1986, as amended.
(f) Corporation. "Corporation" shall mean Prudential
Bancorp, Inc. of Pennsylvania, the "mid-tier" holding company for
the Bank, or any successor thereto.
(g) Date of Termination. "Date of Termination" shall mean
(i) if the Executive's employment is terminated for Cause or for
Disability, the date specified in the Notice of Termination, and
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