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Termination Agreement

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Title:

Termination Agreement

Entities:

Peoples Community Bancorp Inc

Date:

2007

Size:

19KB total

Price:

$43

ID:

#2890460

► Miscellany ► Termination Agreements

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TERMINATION AGREEMENT

THIS AGREEMENT ("Agreement") made as of this 1st day of January 2007, by and between PEOPLES FINANCIAL SERVICES CORP., a Pennsylvania corporation ("Peoples") and STEPHEN N. LAWRENSON (the Executive).

WITNESSETH:

WHEREAS, Peoples is engaged in the business of a bank holding company and is the owner of all the issued and outstanding capital stock of Peoples National Bank (the "Bank"); and

WHEREAS, the Executive is presently serving as Vice President of the Bank; and

WHEREAS, Peoples considers the continued services of the Executive to be in the best interests of Peoples and its shareholders and desires to induce the Executive to remain in the employ of the Bank on an impartial and objective basis in the event of a change in control of Peoples.

AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Term of Agreement.

(a) The term of this Agreement shall:

(i) initially be a term commencing as of January 1, 2007, and ending on December 31, 2008; and

(ii) be automatically extended to provide for a two (2) year term, annually, on January 1, 2008, and again on January 1 of each year thereafter, effective as of such respective dates, unless either Peoples or the Executive shall have given written notice of nonextension of the term of this Agreement to the other at least ninety (90) days before the date of any such extension.

(b) Notwithstanding the provisions of Section 1(a) of this Agreement, this Agreement shall terminate automatically upon termination by Peoples of the Executive's employment for Cause. As used in this Agreement, "Cause" shall mean the following:

(i) the Executive is convicted of or enters a plea of guilty or nolo contendere to a felony, a crime of falsehood, or a crime involving fraud or moral turpitude, or the actual incarceration of the Executive for a period of forty-five (45) consecutive days;

(ii) the Executive willfully fails to follow the lawful, good faith instructions of the Board of Directors of Peoples after the Executive's receipt of written notice of such instructions, other than a failure resulting from the Executive's incapacity because of physical or mental illness; or

(iii) any government regulatory agency orders that Peoples terminate the employment of the Executive or relieve him of his duties.

Notwithstanding the foregoing, the Executive's employment under this Agreement shall not be deemed to have been terminated for "Cause" under Clause (i) or (ii) above if such termination took place solely as a result of:

(i) questionable judgment on the part of the Executive;

(ii) any act or omission believed by the Executive, in good faith, to have been in, or not opposed to, the best interests of Peoples or its affiliated companies; or

(iii) any act or omission in respect of which a determination could properly be made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the Charter or Bylaws of Peoples (or its affiliates) or the directors' and officers' liability insurance of Peoples (or its affiliates), in each case as in effect at the time of such act or omission.

If the Executive's employment is terminated for Cause, the Executive's rights under this Agreement shall cease as of the effective date of such termination.

(c) Notwithstanding the provisions of Section 1(a) of this Agreement, this Agreement shall terminate automatically upon termination of the Executive's employment as a result of the Executive's voluntary termination (other than in accordance with Section 2 of this Agreement), retirement at the Executive's election, or death, and the Executive's rights under this Agreement shall cease as of the date of such voluntary termination, retirement at the Executive's election, or death; provided, however, that if the Executive dies after a Notice of Termination (as defined in Section 2(a) of this Agreement) is delivered by the Executive, the provisions of Section 11(b) of this Agreement shall apply.

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