exv10w9






Exhibit 10.9




NON-COMPETE AGREEMENT




     This non-compete agreement (the “Agreement”) is entered into as of June 8, 2010, by and
between David C. Mathews (“Executive”) and Standard Bank, PaSB (the “Bank”).



     WHEREAS, Executive is a member of the Board of Directors and the Business Development
Coordinator of the Bank; and



     WHEREAS, the Bank recognizes the importance of Executive to the Bank’s operations and wishes
to enter into a non-compete agreement with the Executive to protect the Bank in the event the
Executive terminates his employment with the Bank; and



     WHEREAS, Executive and the Board of Directors of the Bank desire to enter into this Agreement
setting forth the terms and conditions of payments due to Executive in the event the Executive
terminates his employment and the related rights and obligations of each of the parties.



     NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is
hereby agreed as follows:



     1. Consideration for Restrictions on Competition; Non-Solicitation of Clients;
Non-Solicitation of Employees.



     (a) If the Executive satisfies all of the obligations set forth in Section 2 (Restriction on
Competition), Section 3 (Non-Solicitation of Clients) and Section 4 (Non-Solicitation of Employees)
of this Agreement (collectively, the “Post-Termination Obligations”), then the Executive shall be
entitled to receive the following:




     (i) Termination of employment prior to age 64. If the Executive terminates
employment for any reason or if the Bank terminates the Executive’s employment for any
reason prior to attaining age 64, the Executive shall be entitled to receive a total of
$80,000, payable in eight equal quarterly installments.




     (ii) Termination of employment on or after 64 but before age 65. If the
Executive terminates employment for any reason or if the Bank terminates the Executive’s
employment for any reason on or after attaining age 64 but before age 65, the Executive
shall be entitled to receive a total of $40,000, payable in four equal quarterly
installments.




     (iii) Termination of employment on or after age 65. If the Executive
terminates employment for any reason or if the Bank terminates the Executive’s employment
for any reason on or after attaining age 65, the Executive will not be entitled to any
payments under this Agreement.




     (iv) 90 Day Notice Requirement. Notwithstanding the foregoing, the Executive
agrees to provide a written notice to the President and Chief Executive Officer of the Bank
at least 90 days prior to the date the Executive elects to terminate his employment



 









 






     in order
to receive any payments under this Agreement. However, if the Bank terminates the
Executive’s employment, no advance written notice will be required and the Executive will be
entitled to payments provided under this Agreement.




     (v) Timing of Payments. All payments shall be made in equal quarterly
installments. The first installment payment shall be made on the date of the Executive’s
termination of employment, and each subsequent payment shall be made on each three month
anniversary of the date of the Executive’s termination of employment.




     (vi) Compliance with Post-Termination Obligations. If at any time during the
two year period following the Executive’s termination of employment, the Executive fails to
satisfy any of the Post-Termination Obligations, then the remaining payments, if any,
otherwise due under this Agreement shall not be paid.




     (vii) Death. If the Executive dies during the term of this Agreement, this
Agreement shall terminate and all obligations of the Bank hereunder shall terminate and the
Executive’s beneficiary shall not be entitled to any payments.




     (viii) Termination for Cause. If the Bank, acting in good faith and upon
reasonable grounds, determines that Executive has failed to perform his duties or has
violated any of the agreements, covenants, terms or conditions of his employment or has
engaged in conduct which has injured or would injure the business or reputation of the Bank
or otherwise adversely affect its interests, then the Bank may, by furnishing not less than
30 days prior written notice to Executive, terminate the Executive’s employment. During
such 30 day notice period, the Executive will have the opportunity to remedy such matters.
Upon a termination of the Executive’s employment for cause, the Executive will not be
entitled to payments provided under this Agreement. The Post-Termination Obligations of the
Executive will continue notwithstanding a termination for cause.



     2. Restriction on Competition.



     (a) Executive covenants and agrees that during the period of this Agreement and for a period
of two years following the termination thereof for any reason, Executive shall not engage, directly
or indirectly, whether as principal or as agent, officer, director, employee, consultant,
shareholder, or otherwise, alone or in association with any other person, corporation or other
entity, in any Competing Business. For purposes of this Agreement, the term “Competing Business”
shall mean any person, corporation or other enterprise located within one-hundred (100) air miles
of any Bank office, which sells or attempts to sell any products or services which are the same as
or similar to the products and services sold by the Bank. The restriction on competition set forth
in this Section 2 shall not apply in the event the Bank terminates the Executive’s employment
without cause.



     (b) Executive agrees that if, within a period of two years following termination of
Executive’s employment with the Bank, Executive enters into an independent contractor, consulting,
or other similar relationship with any Competing Business, or any affiliate of any Competing
Business, the Executive has irreparably harmed the Bank and as a result the Bank



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will be entitled
to pursue all legal and equitable remedies from a court of competent jurisdiction, including
seeking a preliminary and/or permanent injunction barring such engagement.



     3. Non-Solicitation of Clients.



     (a) Executive covenants and agrees that during the period of this Agreement and for a period
of two years following the termination thereof for any reason whatsoever, Executive shall not,
directly or indirectly, except as authorized by the President and Chief Executive Officer of the
Bank, solicit, accept or engage in any employment, independent contract, consulting, or other
similar relationship with any Client (as defined below) of the Bank, or any affiliate of any Client
which would involve the Executive in providing banking services. For purposes of this Agreement,
the term “Client” shall mean any person or entity for which Bank provides banking services during
the time that the Executive was employed by the Bank and/or any person or entity to which Bank has
an outstanding proposal to provide banking services for or is in active negotiations with regarding
such services.



     (b) Executive agrees that if, within the period of two years following termination of this
Agreement with the Bank, Executive enters into an employment, independent contractor, consulting,
or other similar relationship with any Client of the Bank, or any affiliate of any Client for the
purpose of rendering banking services in violation of Section 3(a), the Executive agrees in light
of the irreparable harm caused to the Bank as a result of any such engagement of the Executive by
any Client of the Bank, or affiliate of any Client for the purpose of rendering such services, the
Bank may pursue all legal and equitable remedies from a court of competent jurisdiction, including
seeking preliminary and/or permanent injunction barring such engagement of the Executive.



     4. Non-Solicitation of Employees. Executive agrees that, during this Agreement with
the Bank and for two years following termination thereof for any reason whatsoever, including,
without limitation, termination by the Bank for cause or without cause, Executive shall not,
directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the
Bank to leave the Bank for any reason whatsoever or hire or cause to be hired any employee of the
Bank.



     5. No Attachment; Binding on Successors.



     (a) Except as required by law, no right to receive a payment under this Agreement shall be
subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, and
of no effect.



     (b) This Agreement shall be binding upon, and inure to the benefit of, Executive and the Bank
and their respective successors and assigns.



     6. Amendment and Termination. This Agreement may not be modified or amended except by
an instrument in writing signed by the parties hereto. This Agreement may be terminated by either
the Bank or the Executive upon at least 90 day written notice to the other.



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     7. Required Provisions.



     (a) Notwithstanding anything herein contained to the contrary, any payments to Executive by
the Bank, whether 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
the regulations promulgated thereunder in 12 C.F.R. Part 359.



     (b) Notwithstanding anything in this Agreement to the contrary, no payment shall be made under
this Agreement unless the Executive’s termination of employment qualifies as a “Separation from
Service” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the
regulations thereunder.



     (c) Notwithstanding anything in this Agreement to the contrary, in the event Executive is a
“Specified Employee,” as defined in Code Section 409A and the regulations thereunder, to the extent
required under Code Section 409A, no payment shall be made to Executive prior to the first day of
the seventh month following the Separation from Service. If payments are delayed due to this
Section 7(c), the first payment made (on the first day of the seventh month) will include all
missed payments.



     8. Severability. If, for any reason, any provision of this Agreement, or any part of
any provision, is held invalid, such invalidity shall not affect any other provision of this
Agreement or any part of such provision not held so invalid, and each such other provision and part
thereof shall to the full extent consistent with law continue in full force and effect.



     9. Headings for Reference Only. The headings of sections and paragraphs herein are
included solely for convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.



     10. Governing Law. This Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania but only to the extent not superseded by federal law.



     11. Entire Agreement. This Agreement represents the entire agreement of the parties
and supersedes any prior agreements.



[Signatures on following page]






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     IN WITNESS WHEREOF, the Bank and Executive have signed this Agreement on the date first above
written.



	 	 	 	 	 
	 	STANDARD BANK, PASB

 	 
	 	By:  	/s/ Timothy K. Zimmerman
 	 
	 	 	President and Chief Executive Officer 	 
	 	 	 	 
	 
	 	EXECUTIVE

 	 
	 	/s/ David C. Mathews
 	 
	 	David C. Mathews 	 
	 	 	 
	 




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