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CHANGE IN CONTROL SEVERANCE AGREEMENT
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THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered
into this 10th
day of February, 2004, which Agreement is to become effective on
the first day
of January 2004 ("Effective Date"), by and between Fidelity
Bank, Pittsburgh,
Pennsylvania (the "Bank") and Lisa L. Griffith (the
"Employee").
WHEREAS, the Employee is currently employed by the Bank as a
Senior Vice
President and is experienced in certain phases of the business
of the Bank; and
WHEREAS, the parties desire by this writing to set forth the
rights and
responsibilities of the Bank and Employee, if the Bank should
undergo a change
in control (as defined hereinafter in the Agreement) after the
Effective Date.
NOW, THEREFORE, it is AGREED as follows:
1. Employment. The Employee is employed in the capacity as
Senior
Vice President of the Bank. The Employee shall render such
administrative and management services to the Bank and
Fidelity
Bancorp, Inc. ("Parent") as are currently rendered and as
are
customarily performed by persons situated in a similar
executive
capacity. The Employee's other duties shall be such as the
Board
of Directors for the Bank (the "Board of Directors" or
"Board")
may, from time to time, reasonably direct, including normal
duties as an officer of the Bank and the Parent.
2. Term of Agreement. The term of this Agreement shall be for
the
period commencing on the Effective Date and ending
thirty-six
(36) months thereafter ("Term"). Additionally, on or before
each
annual anniversary date from the Effective Date, the Term of
this
Agreement may be extended for an additional period beyond
the
then effective expiration date upon a determination and
resolution of the Board of Directors that the performance of
the
Employee has met the requirements and standards of the Board,
and
that the Term of such Agreement shall be extended.
3. Termination of Employment in Connection with or Subsequent to
a
Change in Control.
(a) Notwithstanding any provision herein to the contrary, in
the
event of the involuntary termination of Employee's
employment
under this Agreement, absent Just Cause, in connection with,
or
within twenty-four (24) months after, any Change in Control
of
the Bank or Parent, the Employee shall be paid an amount equal
to
two hundred percent of the taxable compensation paid by the
Bank
to the Employee during the most recent completed calendar
year
prior to such termination of employment or the date of such
Change in Control, whichever is greater, and the costs
associated
with maintaining coverage under the Bank 's medical and
dental
insurance reimbursement plans similar to that in effect on
the
date of termination of employment for a period of one year
thereafter. Said sum shall be paid, at the election of
Employee,
either in one (1) lump sum within thirty (30) days of such
termination or in periodic payments over the next 24 months,
and
such payments shall be in lieu of any other future payments
which
the Employee would be otherwise entitled to receive.
Notwithstanding the forgoing, all sums payable hereunder shall
be
reduced in such manner and to such extent so that no such
payments made hereunder, when aggregated with all other
payments
to be made to the Employee by the Bank or the Parent, shall
be
deemed an "excess
1
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parachute payment" in accordance with Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code") and
be
subject to the excise tax provided at Section 4999(a) of the
Code. The term "Change in Control" shall refer to: (i) the
sale
of all, or a material portion, of the assets of the Bank or
the
Parent; (ii) the merger or recapitalization of the Bank or
the
Parent, whereby the Bank or the Parent is not the surviving
entity; (iii) a change in control of the Bank or the Parent,
as
otherwise defined or determined by the Pennsylvania Department
of
Banking or the Federal Reserve Board or regulations
promulgated
by such agencies; or (iv) the acquisition, directly or
indirectly, of the beneficial ownership (within the meaning
of
that term as it is used in Section 13(d) of the Securities
Exchange Act of 1934 and the rules and regulations
promulgated
thereunder) of twenty-five percent (25%) or more of the
outstanding voting securities of the Bank or the Parent by
any
person, trust, entity or group. The term "person" means an
individual other than the Employee, or a corporation,
partnership, trust, association, joint venture, pool,
syndicate,
sole proprietorship, uninco
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