ex10_11.htm


    
      

    

    
      Exhibit
10.11

    

    
      


    

    
      Embassy
Bank For the Lehigh Valley

    

    
      P.O.
Box 20405

    

    
      Lehigh Valley,
PA 18002-0405

    

    
      


    

    
      


    

    
      January
1, 2006

    

    
      


    

    
      


    

    
      Ms.
Judith A. Hunsicker

    

    
      328 West
Street

    

    
      Bethlehem,
PA 18018

    

    
      


    

    
      Dear
Judith:

    

    
      


    

    
      This will
set forth our understandings concerning your continued employment as Chief
Operating Officer, Chief Financial Officer, Secretary and Treasurer of Embassy
Bank, This Agreement shall supercede and replace all prior agreements and
understandings concerning the terms of your employment.

    

    
      


    

    
      1.           
  You are retained by the Board of Directors as Chief Operating
Officer, Chief Financial Officer, Secretary and Treasuer of the Bank. You will
be responsible for all operational, business and financial matters affecting the
Bank under the direction of David M. Lobach, Jr., the CEO, and the Board of
Directors.

    

    
      


    

    
      2.             
Your compensation will be as follows:

    

    
      


    

    
      (a)    
  A base annual salary of $165,000 during 2006.

    

    
      


    

    
      (b)    
  You will receive an annual bonus as determined by the Board of
Directors annually.

    

    
      


    

    
      (c)    
  After
2006,  you  will  receive  salary and
bonus increases as approved by the Board of Directors. For 2007, it is
contemplated that the increase will be in the area of 10% to 15%. Your future
bonuses will be limited to a maximum of 30% of salary.

    

    
      


    

    
      (d)    
  You may elect to defer a portion of your compensation prior to the
commencement of any year pursuant to any Deferred Compensation Plan adopted by
the Bank.

    

    
      


    

    
      (e)    
  You will participate in the 401(k) plan, health, disability, group
life insurance and any other employee benefit plans established by the Bank on
the same basis as other full-time employees of the Bank.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      


    

    
      
        
          	
                  Embassy
      Bank For the Lehigh Valley

                	
                   2

                	
                  January
      1, 2006

                


        

      

    

    
      


    

    
      (f)     
 You will receive five weeks of paid vacation per year.

    

    
      


    

    
      (g)  
    You will be reimbursed for all ordinary and necessary
business expenses incurred by you on behalf of the Bank.

    

    
      


    

    
      (h)      
You will receive stock options during each year of you. employment by the Bank
as awarded by the Board of Directors. At a minimum you shall receive annually
options to purchase that number of shares determined by dividing 30% of your
salary by the current market value of the Common Stock on the date the options
are granted. The option exercise price will be the fair market value of the
stock on the date the options are granted. These options will have a term of
nine (9) years from the date of grant. All of the options will be qualified
stock options which will be issued pursuant to the qualified stock option plan
adopted by the Bank.

    

    
      


    

    
      (i)        You
will receive a SERP benefit upon your retirement subject to the terms of the
existing SERP arrangements in place at that time.

    

    
      


    

    
      3.             The
term of your employment shall be perpetual until you attain age 70, unless
earlier terminated by you or the Bank in accordance with the provisions set
forth below. At age 70 and thereafter, your employment will be on such terms as
mutually agreed.

    

    
      


    

    
      The Bank
shall have the right to terminate your employment prior to your attaining age 70
and pay no further compensation:

    

    
      


    

    
      (a)  
   Upon thirty (30) days prior written notice for
"cause".    For purposes of this Agreement, "cause" is
defined as theft, fraud or dishonesty in connection with your duties, your
willful failure to follow the lawful and reasonable directives of the Board or
your willful and persistent failure to perform your duties as Chief Operating
Officer, Chief Financial Officer, Secretary and Treasurer.

    

    
      


    

    
      (b)   
   If you become unable to perform substantially all of your
duties due to your permanent disability or death. You will be considered
permanently disabled if you are considered as such under the Bank's disability
benefit plan in which you participate,

    

    
      


    

    
      (c)  
    If you voluntarily resign your employment, except as
provided in paragraph 3(d) below.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

    

    
      
        	
                Embassy
      Bank For the Lehigh Valley

              	
                3

              	
                January
      1, 2006

              


      

    

    
      


    

    
      (d)     
 Upon written notice from the Board of Directors for any other reason
effective five years from the date of the notice. Provided, however that in the
case of (i) any notice of termination under this paragraph 3(d) or (ii) the
election of any person other than David M. Lobach, Jr. or yourself as Chief
Executive Officer of the Bank, if you give written notice of your intent to
resign within six months of either of such events, you shall receive in lieu of
any other compensation due you, an amount equal to five times the base salary
and bonus you are receiving as of the date of such resignation. Such amount
shall be paid in five equal installments, the first to be paid on the effective
date of youR resignation and thereafter on the four successive anniversaries of
such effective date.  In addition, for a period of five years
following such resignation, you shall receive all 401(k) benefits and health
insurance coverages you are receiving as of the date of your
resignation.  You agree to give at least six months prior written
notice of your intent to resign under the provisions of this paragraph
3(d).

    

    
      


    

    
      4.          
  You will cooperate with the Bank by appearing for any required
physical examinations and providing any required medical information so that the
Bank may obtain "key man" life insurance on your life naming the Bank as
beneficiary.

    

    
      


    

    
      5.            
 In consideration of our commitment to you, you agree that for a period of
one year from any termination of your employment, you will not become employed
by or associated with any other bank or group of persons or entities forming a
bank if the new bank or your place of employment is within fifty (50) miles of
the principal office of the Bank at 100 Gateway Plaza.

    

    
      


    

    
      6.             
At the request of either party, all disputes concerning the employment
relationship, except for the non-compete clause contained in Paragraph 5 above, will be settled by
binding arbitration to be held in Bethlehem, Pennsylvania pursuant to the rules
and regulations of the American Arbitration Association.

    

    
      


    

    
      7.          
   We have agreed to a severance pay arrangement in the event the
Bank (or a bank holding company controlling the Bank) is acquired by or merges
into or with another banking institution, bank holding company or any other
entity. In the event such a transaction is consummated during your employment
and results in another entity obtaining control (through stock ownership, board
membership, or otherwise) of the operation and management of the Bank (or a bank
holding company controlling the Bank), the following severance arrangements
shall apply:

    

    
      


    

    
      (a)  
    If within two years of the change in control (i) you
receive notice that your employment is being terminated under paragraph 3(d)
above; or (ii) you voluntarily resign for any reason, you will receive in a
single lump sum, in lieu of any other compensation due you, five times the
annual base salary and minimum bonus you are receiving as of the date of your
termination. In addition, for a period of five years from such termination or
resignation after a change in control you will continue to receive all 401(k)
benefits and health insurance coverages which you are receiving as of the date
of such termination.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      


    

    
      
        	
                Embassy
      Bank For the Lehigh Valley

              	
                4

              	
                January
      1, 2006

              


      

    

    
      


    

    
      8.         
   In the event you die during the payout period of any
termination pay due you under paragraph 3(d) above, any remaining installments
shall be paid to your estate.

    

    
      


    

    
      9.             If
the foregoing correctly sets forth our understandings, please sign and return
one copy of the letter to me.

    

    
      


    

    
      


    

    
      
        
          	 
      	Embassy
      Bank For the Lehigh Valley
	 
      	 	 
      
	 
      	By 	
                  /s/ Elmer Gates

                
	 
      	 	
                  Elmer
      Gates

                
	 
      	 	
                  Chairman
      of the Board

                


        

      

    

    
      


    

    
      


    

    
      
        	
                The
      foregoing is agreed and accepted.

              	 
      
	 
      	 
      
	
                /s/ Judith A. Hunsicker

              	 
      
	
                Judith
      A. Hunsicker

              	 
      


      

    

    
       

    

    
      
        	 
      	
                COMMONWEALTH
      OF PENNSYLVANIA

              


      

    

    
      
        
          
            
              	
                      Notarial
      Seal

                    
	
                      Kristin
      A. Wannisky, Notary Public

                    
	
                      Hanover
      Twp., Northampton County

                    
	
                      My
      Commission Expires Dec. 26,
2009

                    


            

          

        

      

    

    
      
        
          
            	 
      	

                    Member,
      Pennsylvania Association of Notaries

                  
	 	 
	 	 
	 
      	
                    /s/
      Kristin A.
Wannisky