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CHANGE IN CONTROL SEVERANCE AGREEMENT
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THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") entered
into this 19th
day of December, 1997, which Agreement is to become effective on
the first day
of January 1998 ("Effective Date"), by and between Fidelity
Bank, Pittsburgh,
Pennsylvania (the "Bank") and Sandra L. Lee (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 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
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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, unincorpor
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