EXHIBIT 10.6
ACKNOWLEDGEMENT
AND RELEASE
AGREEMENT
READ IT CAREFULLY
NOTICE TO WILLIAM
HUMMEL
This is a very important legal
document, and you should carefully review and understand the terms
and effect of this document before signing it. By signing
this Acknowledgement and Release (“Release Agreement”),
you are agreeing to completely release First Perry
Bancorp, Inc., the First National Bank of Marysville, HNB
Bancorp, Inc., Halifax National Bank, and the holding company
created under the Agreement and Plan of Consolidation between First
Perry Bancorp, Inc. and HNB Bancorp, Inc. dated on or
about June 18, 2008 currently referred to as Riverview
Financial Corporation, and their subsidiaries, affiliates,
directors and officers. Therefore, you should consult with an
attorney before signing this Agreement. You have twenty-one
(21) days from the day of receipt of this document to consider the
Agreement. The twenty-one (21) days will begin to run on the day
after receipt. If you choose to sign the Agreement, you will
have an additional seven (7) days following the date of your
signature to revoke the Agreement, and the Agreement shall not
become effective or enforceable until the revocation period has
expired.
This Acknowledgement and Release
Agreement (the “Release Agreement”) is entered into as
of June 18, 2008, by and among First Perry Bancorp, Inc.
(“First Perry”), the First National Bank of Marysville
(“Marysville”), HNB Bancorp, Inc.
(“HNB”), Halifax National Bank (“Halifax”),
the holding company created under the Agreement and Plan of
Consolidation between First Perry Bancorp, Inc. and HNB
Bancorp, Inc. dated June 18, 2008 currently referred to
as Riverview Financial Corporation (“Holding Company”),
and William Hummel (“Executive”).
WHEREAS, Executive is the Chief
Executive Officer of First Perry and Marysville;
WHEREAS, First Perry and HNB will
enter into an Agreement and Plan of Consolidation dated
June 18, 2008 (“Consolidation Agreement”) pursuant
to which First Perry and HNB shall consolidate into the new Holding
Company which is a Pennsylvania business corporation (the
“Consolidation”);
1
WHEREAS, pursuant to the
Consolidation Agreement, Marysville has agreed to make the payments
set forth herein in exchange for the execution of this Release
Agreement and an employment agreement between the Holding Company
and Executive (“Hummel Employment
Agreement”);
WHEREAS, First Perry and HNB are
only willing to enter into the Consolidation Agreement on the
condition that Executive provides the inducements set forth in this
Agreement by executing this Release Agreement and entering into the
Hummel Employment 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.
Retirement . Executive, First Perry, Marysville, HNB,
and Halifax hereby mutually agree that the Executive shall retire
from the position of Chief Executive Officer of First Perry and
Marysville absolutely at the effective time of the Consolidation,
as defined in the Consolidation Agreement.
2.
Consideration . Beginning on the effective date of the
Consolidation, as defined in the Consolidation Agreement, in
consideration of signing this Release Agreement, First Perry shall
pay Executive the equivalent to one year’s salary in
twenty-four equal monthly installments.
3.
Release and Waiver .
Executive, on behalf of himself, his
heirs and assigns, irrevocably and unconditionally releases First
Perry, Marysville, HNB, Halifax, Holding Company and their
respective predecessors, successors, affiliates, subsidiaries,
parents, partners, shareholders, directors, officers, agents,
employees, attorneys, and all other persons or entities who could
be said to be jointly or severally liable with them from all
claims, controversies, liabilities, demands, causes of action,
debts, obligations, promises, acts, agreements, and damages of
whatever kind or nature, whether known or unknown, suspected or
unsuspected, foreseen or unforeseen, liquidated or contingent,
related to Executive’s employment, termination of employment,
including but not limited to, any and all claims for breach of
express or implied contract or covenant of good faith and fair
dealing (whether written or oral), all claims for retaliation or
violation of public policy, breach of promise, detrimental reliance
or tort (e.g. intentional infliction of emotional distress,
defamation, wrongful termination, interference with contractual or
advantageous relationship, etc), whether based on common law or
otherwise; all claims arising under Title VII of the Civil Rights
Act of 1964, as amended; the Age Discrimination in Employment Act;
the Federal Older Workers Benefit Protection Act, the Family and
Medical Leave Act, any Whistleblower provision of any statute or
law, the Americans with Disabilities Act; the Employee Retirement
Income Security Act of 1974, any other statute, regulation or law
or amendments thereto, claims for emotional distress, mental
anguish, personal injury, loss of consortium; any and all claims
that may be asserted on
2
Executive’s behalf by others (including
the Equal Employment Opportunity Commission); or any other federal,
state or local laws or regulations relating to employment or
benefits associated with Executive’s employment.
EXECUTIVE ACKNOWLEDGES AND AGREES
THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL
CLAIM(S) OF ANY TYPE THAT HE MAY NOW HAVE AGAINST FIRST
PERRY, MARYSVILLE, HNB, HALIFAX, AND HOLDING COMPANY TO THE EXTENT
PROVIDED ABOVE BUT THAT IT DOES NOT RELASE ANY CLAIMS THAT
MAY ARISE AFTER THE DATE OF THIS AGREEMENT.
4.
Acceptance Period
.
The following notice is included in
this Release Agreement as required by the Older Workers Benefit
Protection Act:
You have up to twenty-one (21)
days from the date of receipt of this release to accept the terms
of this release, although you may accept it at any time within
those twenty-one (21) days. You are advised to consult with
an attorney regarding this release.
The twenty-one (21) day period will
begin to run on the day after Executive receives this Release
Agreement. It will then run for a full twenty-one (21)
calendar days and expire at the end of the twenty-first day (the
“Acceptance Period”). In order to accept this
Release Agreement, Executive must sign his name and date his
signature at the end of this letter and return it to HNB and First
Perry via Renee Lieux, Bybel Rutledge LLP, 1017 Mumma Road,
Suite 302, Lemoyne, Pennsylvania 17043. If the
twenty-first day of the Acceptance Period falls on a Saturday, a
Sunday, or a legal holiday, Ms. Lieux’s receipt of his
acceptance by the close of business on the next business day
immediately following such Saturday, Sunday or legal holiday will
be sufficient to effect a timely acceptance of this Release
Agreement.
5.
Revocation Period . Executive has the right to revoke
this Release Agreement at any time within seven (7) days from
the date Executive signs and delivers this Agreement to First Perry
and HNB (the “Revocation Period”), and this Agreement
will not become
