exv10w2



 







Exhibit
10.2




AMENDED AND RESTATED AGREEMENT




     THIS AGREEMENT is effective as of the 20th day of July 2006, between Laurel Capital
Group, Inc. (the “Corporation”), a Pennsylvania-charted bank holding company, and Laurel Savings
Bank (the “Bank”), a Pennsylvania-charted savings bank and wholly owned subsidiary of the
Corporation (collectively the “Employers”), and John A. Howard, Jr. (the “Executive”).



WITNESSETH




     WHEREAS, the Executive is presently an officer of the Corporation and the Bank, and the
Employers desire to be ensured of the Executive’s continued active participation in the business of
the Employers; and



     WHEREAS, the Corporation and the Bank first entered into a written agreement on February 8,
1996, with respect to the employment of the Executive which agreement was amended from time to time
and most recently amended pursuant to the terms of an Amended and Restated Agreement dated February
28, 2003, as amended in 2004 (the “Prior Agreement”); and



     WHEREAS, the Employers and the Executive believe certain revisions to the Prior Agreement are
appropriate, including amending and restating the Prior Agreement in its entirety as hereinafter
set forth in order to comply with the requirements of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), including the guidance issued to date by the Internal Revenue
Service (the “IRS”) and the proposed regulations issued by the IRS in the fall of 2005; and



     WHEREAS, in order to induce the Executive to remain in the employ of the Employers (and not
compete against the Employers as set forth herein) and in consideration of the Executive’s agreeing
to remain in the employ of the Employers (and not compete against the Employers as set forth
herein), the parties desire to increase the Executive’s compensation and also increase the
severance benefits which shall be due the Executive in the event that his employment with the
Employers is terminated under certain specified circumstances; and



     WHEREAS, Executive is desirous of receiving the increase in compensation and the increase in
severance benefits, and as a condition thereof Executive is willing and has agreed to abide by and
faithfully perform the obligations of Employee set forth herein.



     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 bonus paid to the Executive by the
Employers or any subsidiary thereof during the calendar year in which the Date



 









 







of Termination occurs (determined on an annualized basis) or either of the two calendar years
immediately preceding the calendar year in which the Date of Termination occurs.



     (b) Base Salary. “Base Salary” shall have the meaning set forth in Section 3(a) hereof.



     (c) Cause. Termination of the Executive’s employment for “Cause” shall mean 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. For purposes of this
subparagraph, no act or failure to act on the Executive’s part shall be considered “willful” unless
done, or omitted to be done, by the Executive not in good faith and without reasonable belief that
the Executive’s action or omission was in the best interest of the Employers.



     (d) Change in Control of the Corporation. “Change in Control of the Corporation” shall mean a
change in the ownership of the Bank or the Corporation, a change in the effective control of the
Bank or the Corporation or a change in the ownership of a substantial portion of the assets of the
Bank or the Corporation as provided under Section 409A of the Code and the regulations thereunder.



     (e) Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.



     (f) 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.



     (g) Disability. “Disability” shall mean the Executive (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, or (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the Bank.



     (h) Good Reason. Termination by the Executive of the Executive’s employment for “Good Reason”
shall mean termination by the Executive following a change in Control of the Corporation based on:




	(i)	 	Without the Executive’s express written consent, the failure to elect or to re-elect or to
appoint or to re-appoint the Executive to the offices of Senior Vice-President and Chief
Financial Officer of the Employers or a material adverse change made by the Employers in the
Executive’s functions, duties or responsibilities as Senior Vice-President and Chief Financial
Officer of the Employers immediately prior to a Change in Control of the Corporation or the assignment by the Employers to the




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Executive of any duties which are materially inconsistent with the Executive’s
positions, duties, responsibilities and status with the Employers immediately prior
to a Change in Control of the Corporation;
	 
	(ii)	 	Without the Executive’s express written consent, a reduction by the Employers in the
Executive’s Base Salary as the same may be increased form time to time or, except to the
extent permitted by Section 3(b) hereof, a reduction in the package of fringe benefits
provided to the Executive, taken as a whole;
	 
	(iii)	 	The principal executive office of the Employers is relocated outside of the Pittsburgh,
Pennsylvania metropolitan area or, without the Executive’s express written consent, the
Employers require the Executive to be based anywhere other than an area in which the
Employer’s principal executive office is located, except for required travel on business of
the Employers to an extent substantially consistent with the Executive’s present business
travel obligations;
	 
	(iv)	 	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 (j) below; or
	 
	(v)	 	The failure by the Employers to obtain the assumption of and agreement to perform this
Agreement by any successor as contemplated in Section 13 hereof.





     (i) IRS. IRS shall mean the Internal Revenue Service.



     (j) Notice of Termination. Any purported termination of the Executive’s employment by the
Employers for any reason, including without limitation for Cause, Disability or Retirement, or by
the Executive for any reason, including without limitation for Good Reason, shall be communicated
by a written “Notice of Termination” to the other party hereto. For purposes of this Agreement, a
“Notice of Termination” shall mean a dated 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 Executive’s employment under the
provision so indicated, (iii) specifies a Date of Termination, which shall be not less that thirty
(30) nor more that ninety (90) days after such Notice of Termination is given, except in the case
of the Employer’s termination of Executive’s employment for Cause; and (iv) is given in the manner
specified in Section 14 hereof.



     (k) Retirement. Termination by the Employers of the Executive’s employment based on
“Retirement” shall mean voluntary termination by the Employee in accordance with the Employers’
retirement policies, including early retirement, generally applicable to their salaried employees.



     2. Term of Employment.



               (a) The Employers hereby employ the Executive as Senior Vice President and Chief Financial



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Officer of the Corporation and Senior Vice-President and Chief Financial Officer of the Bank and
Executive hereby accepts said employment and agrees to render such services to the Employers on the
terms and conditions set forth in this Agreement. The term of employment under this Agreement shall
commence on February 28, 2004 and shall continue until February 28, 2007. Subject to the
requirements of the succeeding sentence, commencing July 1, 2004 (“Renewal Date”) and on each July
1st thereafter, the term of this Agreement shall be deemed automatically, without
further action, to extend for an additional year. Prior to the anniversary of the Renewal Date and
each annual anniversary thereafter, the Boards of Directors of the Employers shall consider and
review (with appropriate corporate documentation thereof, and after taking into account all
relevant factors, including the Executive’s performance hereunder) extension of the term under this
Agreement, and the term shall continue to extend in the manner set forth above unless either the
Boards of Directors do not approve such extension and provide written notice to the Executive of
such event or the Executive gives written notice to the Employers of the Executive’s election not
to extend the term, in each case with such written notice to be given not less than thirty (30)
days prior to any such anniversary date of the Renewal Date. References herein to the term of this
Agreement shall refer both to the initial term and successive terms.



     (b) During the term of this Agreement, the Executive shall perform such executive services for
the Employers as may be consistent with his titles and from time to time assigned to him by the
Employers’ Boards of Directors.



     3. Compensation and Benefits.



     (a) The Employers shall compensate and pay Executive for his services during the term of this
Agreement at a minimum base salary of $132,200 per year (“Base Salary”), which may be increased
from time to time in such amounts as may be determined by the Boards of Directors of the Employers,
and may not be decreased without the Executive’s express written consent. In addition to his Base
Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus
payments as may be determined by the Boards of Directors of the Employers.



     (b) During the term of the Agreement, Executive shall be entitled to participate in and
receive the benefits of any pension or other retirement benefit plan, profit sharing, stock option,
employee stock ownership, or other plans, benefits and privileges given to employees and executives
of the Employers, to the extent commensurate with his then duties and responsibilities, as fixed by
the Boards of Directors of the Employers. The Employers shall not make any changes in such plans,
benefits or privileges which would adversely affect Executive’s rights or benefits thereunder,
unless such change occurs pursuant to a program applicable to all executive officers of the
Employers and does not result in a proportionately greater adverse change in the rights of or
benefits to Executive as compared with any other executive officer of the Employers. 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 3(a) hereof.



     (c) During the term of this Agreement, Executive shall be entitled to paid annual vacation in
accordance with the policies as established from time to time by the Boards
of



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Directors of the
Employers, which in no event shall be less than four weeks per annum. Executive shall not be
entitled to receive any additional compensation from the Employers for failure to take a vacation.
Executive shall be able to accumulate unused vacation time from one year to the next, not to exceed
eight (8) weeks.



     (d) During the term of this Agreement, including any renewal thereof, the Employers shall
provide the Executive with a full-sized, four-door automobile for the Executive’s use, which
automobile shall be replaced during the term hereof and any renewal thereof no less frequently than
every three years. The Executive may purchase the Employers-provided automobile at fair market
value.



     (e) During the term of this Agreement, the Employers shall provide medical coverage for the
benefit of the Executive and his spouse until the Executive and his spouse shall have attained the
age of 65. In the event of the death of the Executive prior to attaining age 65, the Employers
shall pay to the Executive’s spouse a monthly payment equal to the premium to continue medical
coverage pursuant to the Consolidated Omnibus Medical Coverage Act of 1985, as amended (“COBRA”)
(or payment for similar coverage after the expiration of said spouse’s COBRA rights) until such
spouse is eligible for state or federal government subsidized medical benefits; but in no event
shall such spouse be entitled to said payment after attaining age 65 or if such spouse has obtained
equivalent medical coverage from another source.



     4. Expenses. The Employers shall reimburse Executive or otherwise provide for or pay for all
reasonable expenses incurred by Executive in furtherance or in connection with the business of the
Employers, including, but not by way of limitation, automobile and traveling expenses, and all
reasonable entertainment expenses (whether incurred at the Executives’ residence, while traveling
or otherwise), subject to such reasonable documentation and other limitations as may be established
by the Boards of Directors of the Employers. If such expenses are paid in the first instance by the
Executive, the Employers shall reimburse the Executive therefor.



     5. Termination.



     (a) The Employers shall have the right, at any time upon prior Notice of Termination to
terminate the Executive’s employment hereunder for any reason, including without limitation
termination for Cause, Disability or Retirement, and the Executive shall have the right, upon prior
Notice of Termination, to terminate his employment hereunder for any reason.



     (b) In the event that (i) the Executive’s employment is terminated by the Employers for Cause,
Disability or Retirement or in the event of the Executive’s death, or (ii) Executive terminates his
employment hereunder other than for Good Reason, the Executive shall have no right pursuant to the terms of this Agreement to compensation or other benefits for any period
after the applicable Date of Termination except as otherwise provided herein.



     (c)(i) In the event that the Executive’s employment is terminated by the Employers for other
than Cause, Disability, Retirement or the Executive’s death, or such employment is terminated by
the Executive due to a material breach of this Agreement by the Employers which



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has not been cured
within fifteen (15) days after a written notice of non-compliance has been given by the Executive
to the Employers, and as of the Executive’s Date of Termination no Change in Control of the
Corporation has occurred, no written agreement which contemplated a Change in Control of the
Corporation and which still is in effect has been entered into by either or both of the Employers
and no discussions and/or negotiations are being conducted which relate to the same, then the
Employers shall, subject to the provisions of Section 6 hereof, if applicable:




(A) pay to the Executive, in a lump sum cash amount within 10 business days of the
Date of Termination, an aggregate cash severance amount equal to the amount of the
Executive’s Annual Compensation divided by 12 and multiplied by the number of months
remaining under the term of the Agreement (as such term may have been extended
pursuant to Section 2(a)) had the Executive’s employment not been terminated.
Provided, that the aggregate cash severance amount payable under this subparagraph
(A) shall not exceed 2.99 times the Executive’s Annual Compensation.


(B) For a period ending at the earlier of (i) the expiration of twelve (12) months
from the Executive’s 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
covered by this subparagraph (B), at same relative cost to the Executive as paid
thereby prior to the Date of Termination), Employers shall make a monthly payment to
Executive in an amount equal to the greater of $1,500 or the aggregate amount of
premium paid by Executive during said month for coverage under those plans and
programs for which Executive made an election to continue coverage pursuant to
COBRA.



     (ii) In the event that the Executive’s employment is terminated by the Employers for other
than Cause, Disability, Retirement or the Executive’s death, or such employment is terminated by
the Executive due to a material breach of this Agreement by the Employers which has not been cured
within fifteen (15) days after written notice of non-compliance has been given by the Executive to
the Employers or for Good Reason or by the Executive for any reason within the first sixty (60)
days following the one year anniversary of the Change in Control of the Corporation, and on or
prior to the Executive’s Date of Termination there has been a Change in Control of the Corporation
or a written agreement which contemplates a Change in Control of the Corporation and which still is
in effect has been entered into by either or both of the Employers or discussions and/or
negotiations are being conducted by either of such entities which relate to the same, then the Employers shall, subject to the provisions of Section 6 hereof,
if applicable:




(A) pay to the Executive, in a lump sum cash payment on the Date of Termination, an
aggregate cash severance amount equal to 2.99 times the Executive’s Annual
Compensation, and





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(B) For a period ending at the earlier of (i) the expiration of thirty-six (36)
months from the Executive’s 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
covered by this subparagraph (B), at the same relative cost to the Executive as paid
thereby prior to the Date of Termination). Employers shall make a monthly payment to
Executive in an amount equal to the greater of $1,500 or the aggregate amount of
premium paid by Executive during said month for coverage under those plans and
programs for which Executive made an election to continue coverage pursuant to COBRA
(or similar plans and programs after the expiration of Executive’s COBRA rights).




(C) At the election of Executive, more than 90 days before a change in control



     6. Payment of Additional Benefits Under Certain Circumstances.



     (a) If the payments and benefits pursuant to Section 5 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” as defined in Section 280G(b)(2) of the Code (the “Initial
Parachute Payment”), then the Employers shall pay to the Executive, in a lump sum as of the Date of
Termination, a cash amount equal to the sum of the following:




(A) twenty (20) percent (or such other percentage equal to the tax rate imposed by
Section 4999 of the Code) of the amount by which the Initial Parachute Payment
exceeds the Executive’s “base amount” from the Employers, as defined in Section
280G(b)(3) of the Code, with the difference between the Initial Parachute Payment
and the Executive’s base amount being hereinafter referred to as the “Initial Excess
Parachute Payment”;




(B) such additional amount (tax allowance) as may be necessary to compensate the
Executive for the payment by the Executive of state and federal income and excise
taxes on the payment provided under clause (A) above. Notwithstanding the preceding
sentence, the Executive shall be responsible for the payment of any additional state
and federal income and excise taxes that may be imposed on the payment of the tax
allowance under this paragraph. In computing such tax allowance, the payment to be
made under clause (A) above shall be multiplied by the “gross up percentage”
(“GUP”). The GUP shall be determined as follows:



	 	 	 	 	 	 	 
	 

	 	GUP =
	 	Tax Rate
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	1 – Tax Rate	 	 







The Tax Rate for purposes of computing the GUP shall be the highest marginal federal
and state income and employment-related tax rate, including any applicable excise
tax rate, applicable to and payable by the Executive in the year in which the
payment under clause (A) above is made.



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     (b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial
determination or a final administrative settlement to which the Executive is a party that the
actual excess parachute payment as defined in Section 280G(b)(l) of the Code is different from the
Initial Excess Parachute Payment (such different amount being hereafter referred to as the
“Determinative Excess Parachute Payment”), then the Employers’ independent tax counsel or
accountants shall determine the amount (the “Adjustment Amount”) which either the Executive must
pay to the Employers or the Employers must pay to the Executive in order to put the Executive (or
the Employers, as the case may be) in the same position the Executive (or the Employers, as the
case may be) would have been if the Initial Excess Parachute Payment had been equal to the
Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent tax
counsel or accountants shall take into account any and all taxes (including any penalties and
interest) paid by or for the Executive or refunded to the Executive or for the Executive’s benefit.
As soon as practicable after the Adjustment Amount has been so determined, the Employers shall pay
the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the
Employers, as the case may be.



     (c) In each calendar year that the Executive receives payments of benefits under this Section
6, the Executive shall report on his state and federal income tax returns such information as is
consistent with the determination made by the independent tax counsel or accountants of the
Employers as described above. Provided that the Executive reports such information in accordance
with the Employers’ written directions, the Employers shall indemnify and hold the Executive
harmless from any and all losses, costs and expenses (including without limitation, reasonable
attorneys’ fees, interest, fines and penalties) which the Executive incurs as a result of so
reporting such information. The Executive shall promptly notify the Employers in writing whenever
the Executive receives notice of the institution of a judicial or administrative proceeding, formal
or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid
or payable under this Section 6 is being reviewed or is in dispute. The Employers shall assume
control at their expense over all legal and accounting matters pertaining to such federal tax
treatment (except to the extent necessary or appropriate for the Executive to resolve any such
proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section
6) and the Executive shall cooperate fully with the Employers in any such proceeding. The Executive
shall not enter into any compromise or settlement or otherwise prejudice any rights the Employers
may have in connection therewith without the prior written consent of the Employers.



          The Executive shall not be required to mitigate the amount of any benefits hereunder by
seeking other employment or otherwise, nor, except as otherwise provided herein, 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 benefits plans of the Employers or otherwise.



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     8. 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.



     9. Acknowledgements of the Executive. Executive acknowledges that:



     (a) The Employers have conferred the benefit of an increase in annual compensation and an
increase in severance benefits upon the Executive because and on condition of Executive’s
willingness to commit Executive’s best efforts and loyalty to the Employers including abiding by
the confidentiality and noncompetition provisions, as well as the other provisions hereof;



     (b) In the event of any violation of Sections 10 or 11 of this Agreement by Executive,
monetary damages alone will be inadequate to compensate the Employers and the Employers will be
entitled to injunctive relief against Executive in addition to any other remedies provided by law
or in equity; and



     (c) The Executive hereby acknowledges that the Executive has read and fully understands the
Executive’s duties and obligations as set forth in Sections 10 and 11 and that by virtue of the
Executive’s background and experience such duties and obligations would not unduly restrict the
Executive’s legitimate efforts to earn a livelihood following any termination of the Executive’s
employment with the Employers.



     10. Confidentiality.



     (a) Executive recognizes and acknowledges that during Executive’s term of employment with the
Employers, Executive has had and will have access to, has been and will be provided with and, in
some cases, has prepared or will prepare certain confidential and proprietary business information
and trade secrets of the Employers, including but not limited to business plans and information all
of which are of substantial value to the Employers in their business.



     (b) Executive understands and agrees that if, during the term of employment or at any time
thereafter, Executive discloses to third parties, uses for Executive’s own benefit or for the
benefit of third parties, or copies or makes notes of any of the aforementioned confidential and
proprietary information and trade secrets (except as may be required by Executive’s duties with the Employers), such conduct shall constitute a breach of the confidence and trust bestowed
upon the Executive by the Employers and the Executive herein expressly agrees that injunctive
relief, in addition to any other remedies provided by law or in equity, shall be necessary and
appropriate in the event of such conduct by the Executive.



     (c) Executive agrees not to use or cause to be used for Executive’s own benefit or for the
benefit of any third parties or to disclose to any third party in any manner, directly or
indirectly, any information of a confidential or proprietary nature, trade secrets or any other
knowledge or information, except that which is public knowledge, of or relating to the business



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of
the Executive at any time during or after the Executive’s employment with the Employers without the
express prior written consent of the Employers.



     (d) The Executive agrees to return to the Employers either before or immediately upon the
termination of the Executive’s employment with the Employers any and all written information,
materials or equipment which constitutes, contains or relates in any way to proprietary or
confidential information or trade secrets of the Employers, as well as any other documents,
equipment and materials of any kind relating in any way to the business of the Employers which are
or may be in the possession, custody or control of the Executive which are or may be the property
of the Employers whether confidential or not, including any and all copies thereof which may have
been made by or for Executive.



     (e) The Executive agrees that, during the Executive’s term of employment with the Employers
and thereafter, and except as may be required in the performance of the Executive’s duties with the
Employers, the Executive will not utilize for the Executive’s own benefit or that of any third
party and will not use or disclose to any third party the Executive’s knowledge of or any
information concerning the internal organization or business structure of the Employers or the work
assignments or capabilities of any officer and/or employee of the Employers without the express
prior written consent of the Employers.



     11. Noncompetition Agreement. The Executive agrees that:



     (a) During the Executive’s term of employment with the Employers, the Executive will not
compete in any way with the Employers, directly or indirectly, and will not consult with or have
any interest in any business, firm, person, partnership, corporation or other entity, whether as
employee, officer, director, agent, security holder, creditor, consultant or otherwise, which
competes with the Employers, directly or indirectly, in any aspect of the business of the
Employers; provided, however, that this Section 11 shall not be deemed to prevent Executive’s mere
ownership of 5% or less of the capital stock of any publicly held entity.



     (b) During the period of six (6) months following the termination of the Executive’s
employment with the Employers, the Executive, without the express prior written consent of the
Employers, will not consult with, accept employment with or have any interest in any business,
firm, person, partnership, corporation or other entity which competes, directly or indirectly, with
the Employers.



     (c) The Executive acknowledges and agrees that such businesses which compete with the
Employers include, without limitation, those businesses which provide banking and lending services
in the Commonwealth of Pennsylvania.



     (d) The Executive agrees that for six (6) months following the termination of his employment
with the Employers, Executive shall not directly or indirectly solicit or induce, or attempt to
solicit or induce, any employee of the Employers to leave such employ for any reason whatsoever or
directly or indirectly solicit the trade of or trade with any customers of the Employers.



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     (e) For a period of six (6) months following the termination of his employment with the
Employers, Executive agrees to inform any subsequent employer in any competing business and other
entities in any competing business for whom Executive performs services, prior to accepting
Executive’s employment or engagement, of the existence of this Agreement and the restrictions
hereunder and to inform the Employers, upon the acceptance of employment or engagement in any
competing business, of the identity of Executive’s new employer, the nature of such new employer’s
business and Executive’s new position, duties and responsibilities.



     (f) The Executive expressly agrees (i) in the event of a violation of these noncompetition
provisions by the Executive, monetary damages alone will be inadequate to compensate the Employers
and the Employers will be entitled to injunctive relief against the Executive in addition to any
other remedies provided by law or in equity and (ii) that the noncompetition obligations contained
herein shall be extended by the length of time during which the Executive shall have been in breach
thereof.



     12. Severability. If any term, provision, paragraph or section of this Agreement shall be
determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such
determination shall not effect the remaining terms, provisions or paragraphs or sections of this
Agreement which shall continue to be given full force and effect. If any term, provision, paragraph
or section of this Agreement shall be determined by a court of competent jurisdiction to be
unenforceable because of the duration thereof or the geographical area included therein, the
parties hereby expressly agree that the court making such determination shall have the power to
reduce the duration and/or restrict the geographical areas of such term, provision, paragraph or
section and/or to delete such specific works or phrases which the court shall deem necessary to
permit enforcement of such term, provision, paragraph or section in restricted form. Should any
court of competent jurisdiction find any term, provision, paragraph or section of this Agreement
invalid or unenforceable, or enforceable only in restricted form, then any such finding shall apply
only to the jurisdiction of such Court and shall not serve to alter or amend this Agreement in any
other jurisdiction.



     13. Assignability. The Employers may assign this Agreement and their rights and obligations
hereunder in whole, but not in part, to any corporation, bank or other entity with or into which
the Employers may hereafter merge or consolidate or to which the Employers may transfer all or
substantially all of their assets, if in any such case said corporation, bank or other entity shall
by operation of laws 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 and obligations hereunder. The Executive may not assign or
transfer this Agreement or any rights or obligations hereunder.



     14. 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:



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	To the Employers:

	 	Chairman of the Board
	 

	 	Laurel Capital Group, Inc.
	 

	 	2724 Harts Run Road
	 

	 	Allison Park, Pennsylvania 15101
	 
	 	 
	To the Executive:

	 	John A. Howard, Jr.
	 

	 	3259 Hampton Oaks Drive
	 

	 	Allison Park, Pennsylvania 15101






     15. 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, except as set forth below. 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. In addition,
notwithstanding anything in this Agreement to the contrary, the Employers may amend in good faith
any terms of this Agreement, including retroactively, in order to comply with Section 409A of the
Code. In no event shall the Employers be liable for any taxes or interest penalties incurred by
the Executive under Section 409A of the Code.



     16. 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 by the
substantive laws of the Commonwealth of Pennsylvania. Any actions brought with respect to this
Agreement or performance of services hereunder may be brought only in the state or federal courts
of Allegheny County, Pennsylvania and the parties consent to the jurisdiction and venue therein.



     17. Nature of Obligations. 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.



     18. 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.



     19. 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.



     20. 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 Federal Deposit Insurance Act
(12 U.S.C. §1828(k)) and any regulations promulgated thereunder, including 12 C.F.R. Part 359.



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     21. Entire Agreement. This Agreement embodies the entire agreement between the Employers and
the Executive with respect to the matters agreed to herein. All prior agreements between the
Employers and the Executive with respect to the matters agreed to herein are hereby superseded and
shall have no force or effect.



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



	 	         	 	 	 	 	 
	Attest:	 	LAUREL CAPITAL GROUP, INC.  
	 
	 	 	 	 	 	 
	/s/ Edwin R. Maus

	 	By:
	 	/s/ Richard J. Cessar	 	 
	 

	 	 	 	 	 	 
	Edwin R. Maus, President

	 	 	 	Richard J. Cessar	 	 
	 

	 	 	 	Chairman of the Board	 	 
	 
	 	 	 	 	 	 
	Attest:	 	LAUREL SAVINGS BANK
	 
	 	 	 	 	 	 
	/s/ Edwin R. Maus

	 	By:
	 	/s/ Richard J. Cessar	 	 
	 

	 	 	 	 	 	 
	Edwin R. Maus, President

	 	 	 	Richard J. Cessar	 	 
	 

	 	 	 	Chairman of the Board	 	 
	 
	 	 	 	 	 	 
	Witness:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Edwin R. Maus

	 	By:
	 	/s/ John A. Howard, Jr.	 	 
	 

	 	 	 	 	 	 






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