Change in Control Agreement among the Company and the Bank and Richard E. Canong



 EXHIBIT 10(p) 
  
 AGREEMENT AMONG 
  
 ESB FINANCIAL CORPORATION 
  
 AND ESB BANK 
  
 AND RICHARD E. CANONGE 
  
 AGREEMENT, dated as of the 11th day of February 2005, among ESB Financial Corporation (the “Corporation”), and ESB Bank, a Pennsylvania chartered savings bank and a wholly owned subsidiary of the Corporation
and Richard E. Canonge (the “Executive”). Hereinafter, any reference to the “Employers” shall mean both the Corporation and ESB Bank and any reference to an “Employer” shall mean either the Corporation or ESB Bank, as
the context requires. 
  
 WITNESSETH: 
  
 WHEREAS, the Executive is presently an officer of the Employers; and

  
 WHEREAS, the Employers desire to be ensured of the
Executive’s continued active participation in the business of the Employers; and 
  
 WHEREAS, in order to induce the Executive to remain in the employ of the Employers and in consideration of the Executive’s agreeing to remain in the employ of the Employers, the parties desire to specify the
severance benefits which shall be due the Executive in the event that his employment with the Employers is terminated under specified circumstances; 
  
 NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereby agree as follows: 
  
 1. Definitions. The following words and terms shall have the meanings
set forth below for the purposes of this Agreement: 
  
 (a)
Annual Compensation. The Executive’s “Annual Compensation” for purposes of this Agreement shall be deemed to mean the highest level of base salary and cash bonus paid to the Executive by the Employers or any subsidiary thereof
during any of the three calendar years ending prior to the calendar year in which the Date of Termination occurs. 
  
 (b) Cause. Termination for “Cause” shall include termination because of personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or material breach of any
provision of this Agreement. 
  
 (c) Change in Control of the
Employer. “Change in Control of the Employer” shall mean a change in control of a nature that would be required to be reported in response to Item 








 
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), or any successor
thereto, whether or not any security of the Employer is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any “person” (as such term is used in Section
13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing 25% or more of the combined voting power of the
Employer’s then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Employer cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. 
  
 (d) Code. Code shall mean the Internal Revenue Code of 1986, as
amended. 
  
 (e) Date of Termination. “Date of
Termination” shall mean (i) if the Executive’s employment is terminated for Cause or for Disability, the date specified in the Notice of Termination, and (ii) if the Executive’s employment is terminated for any other reason, the date
on which a Notice of Termination is given or as specified in such Notice. 
  
 (f) Disability. Termination by the Employer of the Executive’s employment based on “Disability” shall mean termination because of any physical or mental impairment which qualifies the Executive
for disability benefits under the applicable long-term disability plan maintained by the Employers or any subsidiary or, if no such plan applies, which would qualify the Executive for disability benefits under the Federal Social Security System.

  
 (g) Good Reason. Termination by the Executive of the
Executive’s employment for “Good Reason” shall mean termination by the Executive based on: 
  
 (i) Without the Executive’s express written consent, the assignment by the Employer to the Executive of any duties which are
materially inconsistent with the Executive’s positions, duties, responsibilities and status with the Employer immediately prior to a Change in Control of the Employer, or a material change in the Executive’s reporting responsibilities,
titles or offices as an employee and as in effect immediately prior to such a Change in Control, or any removal of the Executive from or any failure to re-elect the Executive to any of such responsibilities, titles or offices, except in connection
with the termination of the Executive’s employment for Cause, Disability or Retirement or as a result of the Executive’s death or by the Executive other than for Good Reason; 
  
 (ii) Without the Executive’s express written consent, a reduction by the Employers in the
Executive’s base salary as in effect on the date of the Change in Control of the Employer or as the same may be increased from time to time thereafter or a material reduction in the package of fringe benefits provided to the Executive;








 (iii) Any purported termination of the Executive’s employment for Cause, Disability
or Retirement which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (i) below; or 
  
 (iv) The failure by the Employer to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in
Section 6 hereof. 
  
 (h) IRS. IRS shall mean the Internal
Revenue Service. 
  
 (i) Notice of Termination. Any
purported termination by the Employer for Cause, Disability or Retirement or by the Executive for Good Reason shall be communicated by written “Notice of Termination” to the other party hereto. For purposes of this Agreement, a
“Notice of Termination” shall mean a notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so indicated, (iii) specifies a Date of Termination, which shall be not less than thirty (30) nor more than ninety (90) days after such Notice of Termination is given, except in the case of the
Employer’s termination of the Executive’s employment for Cause, and (iv) is given in the manner specified in Section 7 hereof. 
  
 (j) Retirement. Termination by the Employer of the Executive’s employment based on “Retirement” shall mean voluntary termination by
the Executive in accordance with the Employers’ retirement policies, including early retirement, generally applicable to their salaried employees. 
  
 2. Benefits Upon Termination. If the Executive’s employment by the Employers shall be terminated within eighteen months (18) subsequent to a
Change in Control of the Employer by (i) the Employer other than for Cause, Disability or Retirement or as a result of the Executive’s death, or (ii) the Executive for Good Reason, then the Employer shall, subject to the provisions of Section 3
hereof, if applicable: 
  
 (a) pay to the Executive, in 18 equal
monthly installments beginning with the first business day of the month following the Date of Termination, a cash amount equal to 1.5 times the Executive’s Annual Compensation; and 
  
 (b) maintain and provide for a period ending at the earlier of (i) eighteen (18) months after the Date of Termination or
(ii) the date of the Executive’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to
the Executive, the Executive’s continued participation in all group insurance, life insurance, health and accident, disability and other employee benefit plans, programs and arrangements in which the Executive was entitled to participate
immediately prior to the Date of Termination (other than retirement plans or stock compensation plans of the Employers), provided that in the event that the Executive’s participation in any plan, program or arrangement as provided in this
subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the 








 
benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the
Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. 
  
 (c) The payment to the Executive hereunder shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended
by the Executive on behalf of each respective Employer, and no payments shall be duplicated. 
  
 3. Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 2 hereof, either alone or together with other payments and benefits which the Executive has the right to
receive from the Employers would constitute a “parachute payment” under Section 280G of the Code, the payments and benefits pursuant to Section 2 hereof shall be reduced, in the manner determined by the Executive, by the amount, if any,
which is the minimum necessary to result in no portion of the payments and benefits under Section 2 being non-deductible to either of the Employers pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the
Code. The determination of any reduction in the payments and benefits to be made pursuant to Section 2 shall be based upon the opinion of independent tax counsel selected by the Employers’ independent public accountants and paid for by the
Employers. Such counsel shall be reasonably acceptable to the Employers and the Executive; shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date of Termination; and may use such actuaries as such
counsel deems necessary or advisable for the purpose. In the event that the Employers and/or the Executive do not agree with the opinion of such counsel, (i) the Employers shall pay to the Executive the maximum amount of payments and benefits
pursuant to Section 2, as selected by the Executive, which such opinion indicates that there is a high probability that does not result in any of such payments and benefits being non-deductible to the Employers and subject to the imposition of the
excise tax imposed under Section 4999 of the Code and (ii) the Employers may request a ruling from the IRS as to whether the disputed payments and benefits pursuant to Section 2 hereof have such consequences. Any such request for a ruling from the
IRS shall be promptly prepared and filed by the Employers, but in no event later than thirty (30) days from the date of the opinion of counsel referred to above, and shall be subject to the Executive’s approval prior to filing, which shall not
be unreasonably withheld. The Employers and the Executive agree to be bound by any ruling received from the IRS and to make appropriate payments to each other to reflect any such rulings, together with interest at the applicable federal rate
provided for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 2 hereof, or a
reduction in the payments and benefits specified in Section 2 below zero. 
  
 4. Mitigation; Exclusivity of Benefits. 
  
 (a) The Executive shall not be required to mitigate the amount of any benefits hereunder by seeking other employment or otherwise, nor shall the amount of any such benefits be reduced by any compensation earned by the
Executive as a result of employment by another employer after the Date of Termination or otherwise. 







 (b) The specific arrangements referred to herein are not intended to exclude any other benefits which may
be available to the Executive upon a termination of employment with the Employers pursuant to employee benefit plans of the Employers or otherwise. 
  
 5. Withholding. All payments required to be made by the Employers hereunder to the Executive shall be subject to the withholding of such amounts,
if any, relating to tax and other payroll deductions as the Employers may reasonably determine should be withheld pursuant to any applicable law or regulation. 
  

6. Assignability. The Employers may assign this Agreement and their rights hereunder in whole, but not in part, to any corporation, bank or
other entity with or into which either of the Employers may hereafter merge or consolidate or to which either of the Employers may transfer all or substantially all of their respective assets, if in any such case said corporation, bank or other
entity shall by operation of law or expressly in writing assume all obligations of the Employers hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its rights hereunder. The Executive
may not assign or transfer this Agreement or any rights or obligations hereunder. 
  
 7. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by
certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below: 
  

			
	To the Employers:	    	ESB Financial Corporation and ESB Bank
	 	    	600 Lawrence Avenue
	 	    	Ellwood City, Pennsylvania 16117
		
	To the Executive:	    	Mr. Richard E. Canonge
	 	    	140 Lawnview Drive
	 	    	Freedom, Pennsylvania 15042

  
 8. Amendment;
Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such officer or officers as may be specifically designated by the
Boards of Directors of the Employers to sign on their behalf. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 
  
 9. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States
where applicable and otherwise the substantive laws of the Commonwealth of Pennsylvania. 







 10. Nature of Employment and Obligations. 
  
 (a) Nothing contained herein shall be deemed to create other than a
terminable at will employment relationship between the Employers and the Executive, and the Employers may terminate the Executive’s employment at any time, subject to providing any payments specified herein in accordance with the terms hereof.

  
 (b) Nothing contained herein shall create or require the
Employers to create a trust of any kind to fund any benefits which may be payable hereunder, and to the extent that the Executive acquires a right to receive benefits from the Employers hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Employers. 
  
 11. Term of
Agreement. This Agreement shall terminate three (3) years after the date first above written; provided that on or prior to the first anniversary of the date first above written and each anniversary thereafter, the Boards of Directors of the
Employers shall consider (with appropriate corporate documentation thereof, and after taking into account all relevant factors, including the Executive’s performance as an employee) renewal of the term of this Agreement for an additional one
(1) year, and the term of this Agreement shall be so extended unless the Boards of Directors of the Employers do not approve such renewal and provide written notice to the Executive, or the Executive gives written notice to the Employers, thirty
(30) days prior to the date of any such anniversary, of such party’s or parties’ election not to extend the term beyond its then scheduled expiration date; and provided further that, notwithstanding the foregoing to the contrary, this
Agreement shall be automatically extended for an additional one (1) year upon a Change in Control of the Employer. 
  
 12. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. 
  
 13. Validity. The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 
  
 14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 
  
 15. Regulatory Prohibition. Notwithstanding any other provision of this Agreement to the contrary, any payments made to the Executive pursuant to
this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and 12 C.F.R. Part 359. 
  
 16. Entire Agreement. This Agreement embodies the entire agreement between the Employers and the Executive with
respect to the matters agreed to herein. 







 IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written. 
  

					
	Attest:	 	ESB FINANCIAL CORPORATION
			
	 /s/ Frank D. Martz

	 	By:	 	 /s/ Charlotte A. Zuschlag


	 	 	 	 	Charlotte A. Zuschlag
	 	 	 	 	President and Chief Executive Officer
		
	 	 	ESB BANK
			
	 	 	By:	 	 /s/ Charlotte A. Zuschlag


	 	 	 	 	Charlotte A. Zuschlag
	 	 	 	 	President and Chief Executive Officer
	Attest:	 	 	 	 
			
	 /s/ Frank D. Martz

	 	By:	 	 /s/ Richard E. Canonge


	 	 	 	 	Richard E. Canonge