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Document Preview Change of Control Agreement |
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Title: |
Change of Control Agreement |
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Date: |
2003 |
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Preview shows 7KB of 20KB total |
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Price: |
$38 |
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ID: |
#822954 |
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CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT is made as of this 12th day of December, 2002, among NSD Bancorp, Inc. (Corporation), a Pennsylvania business corporation having a place of business at 100 Federal Street, Pittsburgh, Pennsylvania 15212, NorthSide Bank (Bank), a bank chartered under the laws of the Commonwealth of Pennsylvania, having a place of business at 100 Federal Street, Pittsburgh, Pennsylvania 15212, and Lloyd G. Gibson (Executive), an adult individual residing at 3214 Waterford Court, Pittsburgh, Pennsylvania, 15238 (collectively the Parties and, individually, sometimes a Party).
W I T N E S S E T H:
WHEREAS, the Corporation is a registered bank holding company;
WHEREAS, the Bank is a subsidiary of the Corporation;
WHEREAS, any reference to Corporation in this Agreement shall mean Corporation or Bank;
WHEREAS, the Executive has been employed by the Corporation as President and CEO of Bank and Corporation; and
WHEREAS, this Agreement will become operative only upon a Change of Control (as defined herein); and
WHEREAS, the purpose of this Agreement is to define certain severance benefits that will be paid by the Corporation in the event of a Change of Control (as defined herein), but is not intended to affect, nor does it affect, the terms of the Employment Agreement that the Executive and the Bank executed on July 1, 1993 (the Employment Agreement), absent a Change of Control (as defined herein) of the Corporation.
NOW THEREFORE, in consideration of the Executives service to the Corporation and of the mutual covenants, undertakings and agreements set forth herein and intending to be legally bound hereby, the Parties agree as follows:
1. TERM. The term of the Agreement shall be effective as of the day and year written above, and shall continue until either Executive or Corporation gives the other written notice of termination of employment, with or without cause; provided, however, that during the period of time between the execution of an agreement to effect a Change of Control (as defined herein) and the actual Date of Change of Control (as defined herein), termination of the Executives
employment, demotion of the Executive and/or reduction of the Executives salary shall only be for Cause (as defined herein).
2. DEFINITION OF CAUSE. The term Cause shall be defined, for purposes of this Agreement, in the same manner that it is defined in the Employment Agreement.
3. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, the term Change of Control shall mean a change of control (other than one occurring by reason of an acquisition of the Corporation by Executive) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the Act); provided that, without limiting the foregoing, a Change of Control shall be deemed to have occurred if:
| (a) | a merger or consolidation of the Corporation or purchase of substantially all of the Corporations assets by another person or group of persons (as such term is defined or used in Sections 3, 13(d), and 14(d) of the Act) and, as a result of such merger, consolidation or sale of assets, less than a majority of the outstanding voting stock of the surviving, resulting or purchasing person is owned, immediately after the transaction, by the holders of the voting stock of the Corporation before the transaction; |
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