Exhibit
10.11


 


EMPLOYMENT
AGREEMENT


 


THIS
AGREEMENT is made
as of the            day of June 2008,
among First Perry Bancorp, Inc. (“First Perry”), with principal offices at
101 Lincoln Street, Marysville, Pennsylvania, 17053, HNB Bancorp, Inc. (“HNB”),
with principal offices at 3rd and Market Streets Halifax, PA 17032,
and William Hummel (“Executive”).


 


WITNESSETH:


 


WHEREAS, First Perry and HNB intend to enter
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 a new holding company (“Holding Company”) which is a
Pennsylvania business corporation (the “Consolidation”);


 


WHEREAS, Executive is the Chief Executive Officer
of First Perry;


 


WHEREAS,  as inducement
for First Perry to enter into the Consolidation Agreement, Executive has agreed
to be employed by the Holding Company for a four year period commencing on the
Effective Date (as defined in the Consolidation Agreement) and terminating four
years later;


 


WHEREAS, Executive desires to serve the Holding
Company under the terms and conditions set forth herein;


 


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.                                       Relationship.  On the
effective date of this Agreement, the Holding Company engages Executive and
Executive hereby agrees to serve the Holding Company, under the terms and
conditions set forth in this Agreement.


 


2 .                                    Duties of Executive.  Executive
shall perform and discharge well and faithfully such duties as necessary to
assist the Holding Company with the consolidation of First Perry and HNB and
perform such other reasonable duties and meet such reasonable performance goals
as assigned to him by the Chief Executive Officer of the Holding Company.  The Chief Executive Officer of the Holding
Company shall develop reasonable performance goals for Executive which will be
provided to the Executive on at least an annual basis.


 

















 


3.                                       Term of Agreement. 
This Agreement
shall commence on the Effective Date (as defined in the Consolidation
Agreement) and shall expire four (4) years later (“Term”).  The Effective Date of this Agreement shall be
the Effective Date as defined in the Consolidation Agreement.


 


4.                                       Compensation. 
For his
services under this Agreement, the Holding Company shall pay Executive an
annual salary equal to $40,000, minus applicable withholdings and deductions,
payable at the same times as salaries are payable to other executive employees.


 


5.                                       Benefits.


 


(a)  The Holding
Company shall arrange for Executive to receive health insurance coverage for
the Term of this Agreement.


 


(b)  The Holding
Company shall also provide Executive with a Holding Company or bank owned
vehicle for his use during the term of this Agreement.


 


6.                                       Termination of Employment.


 


(a)  The Holding
Company may terminate Executive’s employment at any time for Cause.  Cause is defined as failing to meet the
mutually agreed upon goals and standards set by the Holding Company or his
removal from office or permanently prohibited from participating in the conduct
of the Holding Company’s affairs by a final order issued by an appropriate
federal banking agency pursuant to Section 8(e) or 8(g) of the
Federal Deposit Insurance Act or by the Comptroller of the Currency pursuant to
national law. In the event Executive’s employment is terminated for Cause, all
obligations of the Holding Company shall terminate.


 


(b)  In the event
Executive’s employment is terminated by the Holding Company for any reason
other than Cause prior to the expiration of this Agreement, then Executive
shall be entitled to his annual salary for the remainder of the Term of this
Agreement.


 


7.                                       Unauthorized Disclosure.  During the
Term, or at any later time, the Executive shall not, without the written
consent of the President or Chief Executive Officer of the Holding Company or a
person authorized thereby, knowingly disclose to any person, other than an
employee of the Holding Company or a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by the Executive of
his duties, any material confidential information obtained while performing
services for the Holding Company with respect to any of the Holding Company’s
services, products, improvements, formulas, designs or styles, processes,
customers, methods of business or any business practices the disclosure of
which could be or will be damaging to the Holding Company; provided, however,
that confidential information shall not include any 


 

















 


information known
generally to the public (other than as a result of unauthorized disclosure by
the Executive or any person with the assistance, consent or direction of the
Executive) or any information of a type not otherwise considered confidential
by persons engaged in the same business or a business similar to that conducted
by the Holding Company; and provided further that nothing contained herein shall
prevent Executive, with or without the consent referenced above, from
participating in or disclosing documents or information in connection with any
judicial or administrative investigation, inquiry or proceeding to the extent
that such participation or disclosure is required under applicable law.


 


8.                                       Work Made for Hire.  Any work performed by the Executive under this
Agreement should be considered a “Work Made for Hire” as the phrase is defined
by the U.S. patent laws and shall be owned by and for the express benefit of
the Holding Company and their subsidiaries and affiliates.  In the event it should be established that
such work does not qualify as a Work Made for Hire, Executive agrees to and
does hereby assign to the Holding Company, and its affiliates and subsidiaries,
all of his rights, title, and/or interest in such work product, including, but
not limited to, all copyrights, patents, trademarks, and propriety rights.


 


9.                                       Return of Company
Property and Documents.  Executive
agrees that, at the time of termination of this Agreement, regardless of the
reason for termination, he will deliver to the Holding Company and their
subsidiaries and affiliates, any and all company property, including, but not
limited to, keys, security codes or passes, mobile telephones, records, data,
notes, reports, proposals, lists, correspondence, specifications, drawings,
blueprints, sketches, software programs, equipment, other documents or
property, or reproductions of any of the aforementioned items developed or
obtained by the Executive during the course of this Agreement.


 


10.                                 Notices.  Except as
otherwise provided in this Agreement, any notice required or permitted to be
given under this Agreement shall be deemed properly given if in writing and if
mailed by registered or certified mail, postage prepaid with return receipt
requested, to Executive’s residence, in the case of notices to Executive, and
to the principal executive offices of the Holding Company, in the case of
notices to the Holding Company.


 


11.                                 Waiver.  No provision
of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by Executive and
the President or Chief Executive Officer of the Holding Company.  No waiver by either party hereto at any time
of any breach by the 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.


 


12.                                 Assignment.  This Agreement
shall not be assignable by any party, except by the Holding Company to any
successor in interest to its respective business.


 

















 


13.                                 Entire Agreement.  This Agreement
supersedes any and all agreements, either oral or in writing, between the
parties regarding Executive’s services and contains all the covenants and
agreements between the parties with respect to his employment by the Holding
Company.  This Agreement does not
supersede the Acknowledgment and Release entered into among First Perry Bancorp, Inc.,
the First National Bank of Marysville, HNB Bancorp, Inc., Halifax National
Bank, and William Hummel.


 


14.                                 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.


 


15.                                 Applicable Law. 
This
Agreement shall be governed by and construed in accordance with the domestic,
internal laws of the Commonwealth of Pennsylvania, without regard to its
conflicts of laws principles.


 


16.                                 Headings.  The section
headings of this Agreement are for convenience only and shall not control or
affect the meaning or construction or limit the scope or intent of any of the
provisions of this Agreement.


 


IN
WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


 


	
  ATTEST:

  	
  HNB BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Kirk D. Fox

  
				



 


 


	
   

  	
  FIRST PERRY BANCORP,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Dorothy A. Taylor

  	
   

  	
  By:

  	
  /s/
  Robert M. Garst

  
				



 


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
  As
  to Both

  	
   

  	
   

  	
  /s/
  William Hummel

  
	
   

  	
   

  	
  William
  Hummel