Exhibit 99.2
CONSULTING
AGREEMENT
THIS AGREEMENT
is made as of the 1st day of
September 2009, between The Fidelity Deposit and Discount Bank
(“Bank”) and Steven C. Ackmann
(“Consultant”), an individual residing in Pennsylvania
(the “Agreement”).
WITNESSETH
:
WHEREAS, Consultant was Chief Executive Officer and
President of Bank;
WHEREAS, Consultant, Bank, and Fidelity D&D
Bancorp, Inc. (“Corporation”) entered into an
amended and restated employment agreement dated July 11, 2007
(“Employment Agreement”);
WHEREAS, Consultant resigned from his position as Chief
Executive Officer and President of the Corporation and Bank
effective 5:01 p.m. August 31, 2009;
WHEREAS,
pursuant to a release agreement
among Corporation, Bank, and Consultant, the Employment Agreement
was terminated and canceled absolutely effective August 31,
2009, provided that Paragraph 11 of the Employment Agreement
survived termination and continues in full force and effect
(“Release Agreement”);
WHEREAS, Bank desires to engage Consultant as an
independent contractor to consult with the Bank and specifically
the Chairman of the Board of the Bank (“Chairman”) for
a seven month period while the Bank conducts a search for his
replacement and during the transition phase; and
WHEREAS, Consultant desires to serve the Bank under the
terms and conditions set forth herein.
AGREEMENT
:
NOW THEREFORE
, in consideration of the foregoing
and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, and intending to be
legally bound, it is agreed as follows:
1.
Consultant
Relationship . Bank hereby engages Consultant as an
independent contractor, and Consultant hereby agrees to serve Bank,
under the terms and conditions set forth in this
Agreement.
2
Duties of
Consultant . Consultant agrees that he shall be
available to confer with the Chairman at such times as the Chairman
determines; provided that such times occur between the hours of 7
am and 10 pm. It is further agreed that Consultant shall
consult no more than 40 hours per week during the term of this
Agreement, unless circumstances dictate otherwise. The Chairman shall give
Consultant
