EXHIBIT 10.4
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
PAUL B. ZWALLY, a Pennsylvania resident residing at 4439 Augusta
Drive, Harrisburg, Pennsylvania 17112 (hereinafter referred to as
“EXECUTIVE”).
WITNESSETH:
WHEREAS, The First National Bank of
Marysville (“Marysville”) is the wholly owned
subsidiary of First Perry Bancorp, Inc. (“First
Perry”);
WHEREAS, Halifax National Bank
(“Halifax”) is the wholly owned subsidiary of HNB
Bancorp, Inc. (“HNB”);
WHEREAS, the Executive is Senior
Vice President, Chief Loan Officer;
WHEREAS, Executive entered into an
Executive Employment Agreement with Marysville on or about
June 18, 2008;
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, the parties desire to amend
and restate Executive’s employment agreement as a result of
the Consolidation;
WHEREAS, this 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 Bank and the Executive agree as follows:
I. TERM OF EMPLOYMENT
1.
The Bank hereby employs the Executive as Senior Vice President,
Chief Loan 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
Agreement shall be for a one (1) year period (the
“Employment Period”) beginning on the Effective Date of
the Consolidation (the “Initial Term”).
The
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Employment Period shall be extended
automatically for one (1) additional year on the first
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 sixty (60) days before the 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
one (1) 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 Chief Executive
Officer or the President of the Bank.
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.
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 Chief
Executive Officer or the President, 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 or its parent or any of their
successors; 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
an Annual Base Salary of One Hundred Eighteen Thousand Four Hundred
and Fifty Dollars ($118,450.00) 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 Internal Revenue Code
(“Code”) 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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3.
During the term of this Agreement, Executive shall be entitled to
receive prompt reimbursement for his monthly membership dues to a
country club of his choice in the approximate annual amount of
$5,000.
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.
Executive may terminate his employment upon thirty (30) days prior
written notice to the Board of Directors.
3.
(a) If a change in control (hereinaf
