EXHIBIT 10.1
AMENDED AND
RESTATED
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS AGREEMENT is made as of the
31 st day of December 2008, among Riverview
Financial Corporation (“Corporation”), with principal
offices at 3 rd
and Market Streets Halifax, PA
17032, Riverview National Bank (“Bank”) with
principal offices at 101 Lincoln Street, Marysville, Pennsylvania,
17053, and ROBERT M. GARST, 167 Timber Ridge Road, Hummelstown,
Pennsylvania, 17036 (hereinafter referred to as
“EXECUTIVE”).
WITNESSETH:
WHEREAS, the Executive was President
of First Perry Bancorp, Inc. (“First
Perry”);
WHEREAS, Executive entered into an
Executive Employment Agreement with First Perry’s subsidiary,
The First National Bank of Marysville (“Marysville”) on
December 3, 2006, as amended on June 18, 2008;
WHEREAS, Halifax National Bank
(“Halifax”) is the wholly owned subsidiary of HNB
Bancorp, Inc. (“HNB”);
WHEREAS, First Perry and HNB entered
into an Agreement and Plan of Consolidation dated on or about
June 18, 2008 (“Consolidation Agreement”) pursuant
to which First Perry and HNB shall consolidate into Corporation and
Marysville and Halifax shall consolidate into the Bank
(“Consolidation”);
WHEREAS, Executive shall become the
Chief Executive Officer of the Bank;
WHEREAS, the parties desire to amend
and restate Executive’s employment agreement as a result of
the Consolidation;
WHEREAS, this Amended and Restated
Executive Employment Agreement shall become effective upon the
Effective Date of the Consolidation as defined in the Consolidation
Agreement;
NOW THEREFORE, in consideration of
the mutual covenants set forth below and intending to be legally
bound, the parties and the Executive agree as follows:
I. TERM OF
EMPLOYMENT
1.
The Bank hereby employs the
Executive as Chief Executive Officer as set forth below, and
Executive hereby accepts this employment and agrees to render such
services to the Bank on the terms and conditions as set forth in
this Agreement. This
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Agreement shall be for a three (3) year
period (the “Employment Period”) beginning on the
Effective Date of the Consolidation, and if not previously
terminated pursuant to the terms of this Agreement, shall end three
years later (the “Initial Term”). The employment
Period shall be extended automatically for one (1) additional
year on the anniversary date of this Agreement (“Renewal
Date”) and then on each anniversary of the Renewal Date of
this Agreement thereafter, unless Bank or Executive gives contrary
written notice to the other ninety (90) days prior to the
anniversary date so that upon such anniversary of the Renewal Date
if notice had not been previously given as provided in this
Section I.1, the Employment Period shall continue for a three
(3) year period thereafter. References in the Agreement
to “Employment Period” shall refer to the Initial Term
of this Agreement and any extensions to the Initial Term. It
is the intention of the parties that this Agreement be
“Evergreen” unless (i) either party gives written
notice to the other party of his or its intention not to renew this
Agreement as provided above or (ii) this Agreement is
terminated pursuant to Section VI of this
Agreement.
2.
During the term of this Agreement
the Executive shall perform such executive services for the Bank as
are consistent with his title and as are assigned to him by the
Bank’s Board of Directors.
3.
During the term of this Agreement,
the Executive shall devote his best efforts, including such portion
of his time and effort to the affairs and business of the Bank as
he has customarily provided to this date.
4.
The services of Executive shall be
rendered principally in Pennsylvania, but he shall do such
traveling on behalf of the Bank as may be reasonably
required.
II. COMPETITIVE
ACTIVITIES
Executive agrees that during the
term of his employment except with the express consent of the Board
of Directors, he will not, directly or indirectly, engage or
participate in, become a director of, or render advisory or other
services for, or make any financial investment in any firm,
corporation, business entity or business enterprise competitive
with the Bank; provided, however, that Executive shall not thereby
be precluded or prohibited from owning passive investments,
including investments in the securities of other financial
institutions, so long as such ownership does not require him to
devote substantial time to management or control of the business or
activities in which he has invested.
III.
COMPENSATION
The Bank will compensate Executive
for Executive’s services during the term of the Agreement at
a minimum Annual Base Salary of $132,500 per year, payable at the
same times as salaries are payable to other executive employees.
Bank may from time to time increase Executive’s Annual Base
Salary, and any and all such increases shall be deemed to
constitute amendments to this Section to reflect the increased
amounts.
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IV. PARTICIPATION IN
RETIREMENT AND MEDICAL PLANS,
LIFE INSURANCE AND
DISABILITY
1.
Executive shall be entitled to
participate in any employee benefit plan of the Bank relating to
pension, profit-sharing or other retirement benefits and health or
medical coverage or reimbursement plans that the Bank may adopt for
the benefit of its employees.
2.
In the event the Executive suffers
from a Disability as defined in Section IV.3, he shall
nevertheless continue to receive an amount equal to and no greater
than 100% of his annual base salary, less amounts payable under any
disability plan of the Bank, for the first three months of his
disability. Thereafter, he shall only be entitled to any
amount provided for in the Bank’s long-term disability policy
in effect at the time of the payments determined
therein.
3.
For purposes of this Agreement,
“Disability” means the Executive is unable to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve (12) months. The Executive will be
deemed disabled if the Social Security Administration has
determined that he is disabled or if a carrier of any group
disability insurance policy provided by the Bank or made available
by the Bank to its employees and covering the Executive determines
that he is disabled provided that the policy’s definition of
disability complies with the definition of disability under IRC
Section 409A.
V. ADDITIONAL COMPENSATION
AND BENEFITS
1.
During the term of the Agreement,
Executive will be entitled to participate in and receive the
benefits of any stock option, profit sharing, or other plan,
benefit or privilege given to employees and executives of the Bank
or its subsidiaries and affiliates which may come into existence
hereafter, to the extent commensurate with his duties and
responsibilities, as fixed by the Bank’s Board of Directors
or any committee of such Board or of the Bank selected for such
purpose. To the extent Executive is otherwise eligible and
qualifies, he shall participate in and receive such benefits or
privileges. The Bank shall not make any changes in such
plans, benefits or privileges which would adversely affect
Executive’s rights or benefits, unless such change occurs
pursuant to a program applicable to all executive officers of the
Bank and does not result in a proportionately greater adverse
change in the rights or benefits to Executive as compared with any
other executive officer of the Bank. Nothing paid to
Executive under any plan or arrangement presently in effect or made
available in the future shall be deemed to be in lieu of the salary
payable to Executive pursuant to Section III.
2.
For services performed by Executive
under this Agreement, Bank has established a bonus program for
Executive which is attached hereto as Exhibit A. The
payment of any such bonuses shall not reduce or otherwise affect
any other obligation of Bank to Executive provided for in this
Agreement.
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VI.
TERMINATION
1.
In the event Executive’s
employment is terminated, Executive’s right to compensation
and other benefits under this agreement shall be as set forth
hereinafter in this Section VI. In the event the
Executive is terminated in a manner which violates the provisions
of this Agreement, as determined by a court of competent
jurisdiction, Bank shall reimburse Executive for all reasonable
costs, including attorney’s fees in challenging such
termination. Such reimbursement shall be in addition to all
rights to which the Executive is otherwise entitled under this
Agreement.
2.
(a) If a change in control
(hereinafter referred to as “CIC”) of the Bank shall
occur, as defined in 2(b), and without Executive’s express
written consent, thereafter, there shall be:
(i) an involuntary termination
of Executive without Cause as defined in Section VI
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(ii) an assignment to
Executive of duties inconsistent with Executive’s positions,
duties, responsibilities and status with the Bank immediately prior
to a CIC;
(iii) a change in
Exec
