EXHIBIT 10.5
EMPLOYMENT
AGREEMENT
THIS AGREEMENT
is made as of the 18
th day of June 2008, among First Perry
Bancorp, Inc. (“First Perry”), with principal
offices at 101 Lincoln Street, Marysville, Pennsylvania, 17053, HNB
Bancorp, Inc. (“HNB”), with principal offices at
3 rd and Market Streets Halifax, PA 17032, and
William Hummel (“Executive”).
WITNESSETH
:
WHEREAS , First Perry and HNB intend to enter 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 a new holding company
(“Holding Company”) which is a Pennsylvania business
corporation (the “Consolidation”);
WHEREAS, Executive is the Chief Executive Officer of
First Perry;
WHEREAS , as inducement for First Perry to enter into
the Consolidation Agreement, Executive has agreed to be employed by
the Holding Company for a four year period commencing on the
Effective Date (as defined in the Consolidation Agreement) and
terminating four years later;
WHEREAS, Executive desires to serve the Holding Company
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.
Relationship
. On the effective date of this Agreement,
the Holding Company engages Executive and Executive hereby agrees
to serve the Holding Company, under the terms and conditions set
forth in this Agreement.
2 .
Duties of
Executive . Executive shall perform and discharge
well and faithfully such duties as necessary to assist the Holding
Company with the consolidation of First Perry and HNB and perform
such other reasonable duties and meet such reasonable performance
goals as assigned to him by the Chief Executive Officer of the
Holding Company. The Chief Executive Officer of the Holding
Company shall develop reasonable performance goals for Executive
which will be provided to the Executive on at least an annual
basis.
1
3.
Term of
Agreement . This Agreement shall commence on the Effective
Date (as defined in the Consolidation Agreement) and shall expire
four (4) years later (“Term”). The Effective
Date of this Agreement shall be the Effective Date as defined in
the Consolidation Agreement.
4.
Compensation
. For his services under this Agreement, the
Holding Company shall pay Executive an annual salary equal to
$40,000, minus applicable withholdings and deductions, payable at
the same times as salaries are payable to other executive
employees.
5.
Benefits.
(a) The Holding Company shall
arrange for Executive to receive health insurance coverage for the
Term of this Agreement.
(b) The Holding Company shall
also provide Executive with a Holding Company or bank owned vehicle
for his use during the term of this Agreement.
6.
Termination of
Employment .
(a) The Holding Company may
terminate Executive’s employment at any time for Cause.
Cause is defined as failing to meet the mutually agreed upon goals
and standards set by the Holding Company or his removal from office
or permanently prohibited from participating in the conduct of the
Holding Company’s affairs by a final order issued by an
appropriate federal banking agency pursuant to
Section 8(e) or 8(g) of the Federal Deposit
Insurance Act or by the Comptroller of the Currency pursuant to
national law. In the event Executive’s employment is
terminated for Cause, all obligations of the Holding Company shall
terminate.
(b) In the event
Executive’s employment is terminated by the Holding Company
for any reason other than Cause prior to the exp
