exv10w3



 







Exhibit
10.3




AMENDED AND RESTATED

CHANGE IN CONTROL SEVERANCE AGREEMENT




     THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is effective the 20th day of
July 2006, between Laurel Savings Bank (the “Bank”), a Pennsylvania-chartered savings bank and
wholly owned subsidiary of Laurel Capital Group, Inc. (the “Corporation”), and Robert A. Stephens
(the “Executive”).



INTRODUCTION




     The Bank and the Executive previously entered into a certain Change in Control Severance
Agreement effective as of July 1, 2003 (the “Prior Agreement”). This Agreement amends and restates
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.



WITNESSETH




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



     WHEREAS, in order to induce the Executive to remain in the employ of the Bank and in
consideration of the Executive’s agreeing to remain in the employ of the Bank, the parties desire
to specify the severance benefits which shall be due the Executive in the event that his employment
with the Bank 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 Corporation, the Bank or any subsidiary of either entity 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) 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 Bank and/or the Corporation.




     (c) 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.



     (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, 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. “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.



     (g) 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 assignment
by the Bank to the Executive of any duties which are materially inconsistent
with the Executive’s positions, duties, responsibilities and status with the
Bank immediately prior to a Change in Control of the Corporation, 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 of the
Corporation 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 Bank in the Executive’s base salary as in effect immediately prior to the
date of the Change
in Control of the Corporation or as the same may be increased




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	 	 	 	from time to
time thereafter or a reduction in the package of fringe benefits provided to
the Executive, taken as a whole;
	 
	 	(iii)	 	The principal executive office of the Bank is relocated more
than fifty (50) miles from its location as of the date hereof or, without the
Executive’s express written consent, the Bank requires the Executive to be
based anywhere other than an area in which the Bank’s principal executive
office is located, except for required travel on business of the Bank to an
extent substantially consistent with the Executive’s business travel
obligations immediately preceding the Change in Control of the Corporation;
	 
	 	(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 (i) below; or
	 
	 	(v)	 	The failure by the Bank to obtain the assumption of and
agreement to perform this Agreement by any successor as contemplated in Section
7 hereof.





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



     (i) Notice of Termination. Any purported termination of the Executive’s employment by the
Bank 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 Bank’s termination of Executive’s employment for Cause; and (iv) is given in the manner
specified in Section 8 hereof.



     (j) Retirement. Termination by the Bank’s of the Executive’s employment based on “Retirement”
shall mean voluntary termination by the Employee in accordance with the Bank’s or the Corporation’s
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 the two (2) year period subsequent to a Change in Control of the Corporation by
(i) the Bank for other than Cause, Disability, Retirement or the Executive’s death (ii) the
Executive for Good Reason or (iii) the Executive for any reason within the first sixty (60) days
following the one year anniversary of the Change in Control of the Corporation, then the Bank
shall:



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     (a) pay to the Executive, in twenty-four (24) equal monthly installments beginning with the
first business day of the month following the Date of Termination, a cash severance amount equal to
two (2) times the Executive’s Annual Compensation; and



     (b) maintain and provide for a period ending at the earlier of (i) twelve (12) months from 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
insurance, disability insurance and other employee benefit plans, programs and arrangements offered
by the Employers in which the Executive was entitled to participate immediately prior to the Date
of Termination (excluding (x) any additional contributions under any of the Bank’s or the
Corporation’s qualified defined contribution or defined benefit plans, (y) stock option plans or
restricted stock plans of the Corporation and (z) cash incentive compensation included in Annual
Compensation), 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 either (A) 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 or (A) a cash payment equal to the then current
monthly cost of benefits multiplied by the number of whole months remaining in the period during
which benefits are required to be provided under the terms of this subparagraph (b); provided
further, however, that if the provision of any of the benefits covered by this Section 2(b) would
trigger the 20% tax and interest penalties under Section 409A of the Code, then the benefit(s) that
would trigger such tax and interest penalties shall not be provided (collectively, the “Excluded
Benefits”), and in lieu of the Excluded Benefits the Bank shall pay to the Executive, in a lump sum
within 10 business days after such determination, a cash amount equal to the cost to the Bank (or
its successor) of providing the Excluded Benefits.



     3. Limitation of Benefits under Certain Circumstances. If the payments and benefits due
Executive pursuant to Section 2 hereof, either alone or together with other payments and benefits
which the Executive has the right to receive from the Bank or the Corporation, would constitute a
“parachute payment” under Section 280G of the Code, the payments and benefits payable by the Bank
or Corporation pursuant to Section 2 hereof shall be reduced by the amount, if any, which is the
minimum necessary to result in no portion of the payments and benefits payable by the Bank or the
Corporation under Section 2 being non-deductible to the Bank and the Corporation pursuant to
Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If
the payments and benefits under Section 2 are required to be reduced, any costs assigned to fringe
benefits which are not provided for the full twelve (12) months because the Executive obtains
subsequent employment shall be reduced first. If the Executive receives fringe benefits for the
full 12-month period specified in Section 2(b) above, then any remaining cash severance to be
provided in the 24 monthly installments specified in Section 2(a) above shall be reduced by the
minimum amount necessary so that the present value of all of the payments and benefits are less
than three (3) times the Executive’s “base amount” under Section 280G, starting by reducing the
last scheduled installment in whole or in part, then
the next to last scheduled installment, et cetera. The determination of any



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reduction in the
payments and benefits to be made pursuant to Section 2 shall be based upon the opinion of
independent counsel selected by the Bank and paid by the Bank. Such counsel 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. Nothing
contained herein shall result in a reduction of any payments or benefits to which the Executive may
be entitled upon termination of employment under any circumstances other than as specified in this
Section 3, 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, 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 Bank
pursuant to employee benefits plans of the Bank or the Corporation or otherwise.



     5. Withholding. All payments required to be made by the Bank hereunder to the Executive
shall be subject to the withholding of such amounts, if any, relating to tax and other payroll
deductions as the Bank may reasonably determine should be withheld pursuant to any applicable law
or regulation.



     6. 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. 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.



     7. Assignability. The Bank may assign this Agreement and its rights and obligations
hereunder in whole, but not in part, to any corporation, bank or other entity with or into which
the Bank or the Corporation may hereafter merge or consolidate or to which the Bank or the
Corporation 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 Bank 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.



     8. 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



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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 Bank:
	 	President
	 	 
	 

	 	 	 	Laurel Savings Bank.	 	 
	 

	 	 	 	2724 Harts Run Road	 	 
	 

	 	 	 	Allison Park, Pennsylvania 15101	 	 
	 
	 	 	 	 	 	 
	 

	 	To the Executive:
	 	Robert A. Stephens	 	 
	 

	 	 	 	At the address last appearing	 	 
	 

	 	 	 	On the records of the Bank	 	 






     9. 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 Board of Directors of the Bank to
sign on its 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 Bank 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 Corporation or the Bank be liable for any taxes or interest penalties
incurred by the Executive under Section 409A of the Code.



     10. 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.



     11. Nature of Employment and Obligations.



     (a) Nothing contained herein shall be deemed to create other than a terminable at will
employment relationship between the Bank and the Executive, and the Bank 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 Bank 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 Bank hereunder, such right shall be no greater than the right of
any unsecured general creditor of the Bank.



     12. Term of Agreement. The term of this Agreement shall be for two (2) years, commencing as
of July 1, 2003 (the “Effective Date”). Commencing on the first anniversary of the Effective Date,
the term of this Agreement shall extend for an additional year on each annual



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anniversary of the
Effective Date of this Agreement until such time as the Board of Trustees of the Bank or the
Executive give notice in accordance with the terms of Section 8 hereof of its or his election,
respectively, not to extend the term of this Agreement. As a consequence, subsequent to the first
anniversary of the Effective Date, the remaining term of this Agreement will be between one (1) two
and two (2) years. Such written notice of the election not to extend must be given not less than
thirty (30) days prior to any such anniversary date. If any party gives timely notice that the
term will not be extended as of any annual anniversary date, then this Agreement shall terminate at
the conclusion of its remaining term. References herein to the term of this Agreement shall refer
both to the initial term and successive terms.




     13. 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.



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



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



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



	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	LAUREL SAVINGS BANK:	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ John A. Howard

	 	 	 	By:
	 	/s/ Edwin R. Maus	 	 
	 

	 	 	 	 	 	 	 	 
	John A. Howard, Jr., Secretary

	 	 	 	 	 	Edwin R. Maus	 	 
	 

	 	 	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	Witness:	 	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ John A. Howard

	 	 	 	By:
	 	Robert A. Stephens	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Robert A. Stephens	 	 







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