exv10w15



 





EXHIBIT 10.15




EMPLOYMENT AGREEMENT




     This Employment Agreement is made as of the 29th day of May, 2002 by and
between FIRST FEDERAL SAVINGS BANK, a banking institution organized under the
laws of the United States (the “Bank”) and RICHARD B. BOYER (“Boyer”).



WITNESSETH




     WHEREAS, contemporaneously herewith, the Bank’s subsidiary, FedFirst
Exchange Corporation, is acquiring from Boyer a majority of the outstanding
shares of the capital stock of Exchange Underwriters, Inc., a Pennsylvania
corporation (the “Company”) pursuant to a Stock Purchase Agreement dated May
29, 2002 (the “Purchase Agreement”); and



     WHEREAS, as a condition of the closing under the Purchase Agreement, Boyer
shall become an employee of the Bank, for the purposes of rendering services on
behalf of the Company as its Chief Operating Officer, pursuant to an Employment
Agreement of even date herewith between the Company and Boyer (the “Company
Employment Agreement”); and



     WHEREAS, the parties wish to set forth their agreement concerning Boyer’s
employment by the Bank.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and in further consideration of the facts set forth above, and intending to be
legally bound hereby, the parties agree as follows:



Section 1. Employment.




     The Bank shall employ Boyer, and Boyer accepts employment by the Bank, on
the terms and conditions contained in this Agreement, for a period commencing
as of the date hereof and continuing until termination of the Company
Employment Agreement.



Section 2. Duties.




     Boyer’s duties on behalf of the Bank shall be to operate the Company as
its Chief Operating Officer, pursuant to the Company Employment Agreement.
Boyer shall hold the title of Vice President of the Bank, but shall devote his
full working time to performing services on the Company’s behalf. The Bank
agrees to make Boyer available to the Company at all times to perform such
services as related to his position as the Company’s Chief Operating Officer.



Section 3. Compensation and Benefits.




     Contributions by the Bank to the Bank’s supplemental executive retirement
plan, as described in section 4 below, shall constitute the Bank’s total
participation in Boyer’s compensation and benefits. Compensation and benefits
to be provided to Boyer by the Company



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are described in the Company Employment
Agreement.



Section 4. SERP Payments.




     In connection with Boyer’s employment by the Bank, the Bank is adopting a
supplemental executive retirement plan (“SERP”) for Boyer’s benefit, to which
the Bank will make contributions during the term of Boyer’s employment. The
parties agree that the level of the Bank’s contributions to the SERP (the “Bank
Contributions”) will be reduced in the event that the Company, for any reason,
ceases to receive commissions (“Coveralls Commissions”) from the Coveralls
Account (as defined in the Company Employment Agreement) at any time during the
initial sixty (60) months of the Employment Period (also defined in the Company
Employment Agreement). The amount of the reduction (expressed as a percentage)
shall be determined as follows:



          (i) At such time as the Company ceases to receive Coveralls Commissions
(the “Coveralls Account Termination Date”), the Bank shall determine the
percentage of the Company’s total commission revenues represented by the
Coveralls Commissions during the twelve (12)-month period preceding the
Coveralls Account Termination Date. Such determination shall be made by
dividing the Coveralls Commissions received by the Company during the twelve
(12) calendar months preceding the Coveralls Account Termination Date, by the
Company’s total commission revenues during the same period.



          (ii) The result obtained in (i) above shall be divided by sixty (60).



          (iii) The result obtained in (ii) above shall be multiplied by the number
of calendar months remaining in the first sixty (60) months of the Employment
Period (including the month in which the Coveralls Account Termination Date
occurs).



          (iv) The result obtained in (iii) above shall be the percentage reduction
in the Bank Contributions to the SERP.



          By way of illustration of the foregoing, if the Company loses the
Coveralls Account in the 25th month of the Employment Period, and if the
Coveralls Commissions accounted for 40% of the Company’s total revenues from
commissions during months 12 through 24, then the Bank Contributions to the
SERP shall be reduced by 24%, determined as follows:



	 	 	 
	o

	 	40% ÷ 60 =
2/3%
	o

	 	2/3% x 36 = 24%







Section 5. Disputes.




     Any controversy or claim arising out of or relating to this Agreement, or
the breach hereof, shall be settled by a single arbitrator in arbitration with
the American Arbitration Association conducted in Pittsburgh, Pennsylvania. in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award



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rendered by the arbitrator may be
entered in any court having jurisdiction thereof. The arbitrator’s decision
shall be in writing and shall be final and nonappealable. The arbitrator’s
authority shall include the ability to render equitable types of relief and, in
such event, any aforesaid court may enter an order enjoining and/or compelling
such actions as found by the arbitrator. Each party shall bear its own expenses
in connection with the arbitration proceeding, and the cost of the arbitration
shall be equally shared by the parties.



Section 6. Survival.




     The parties acknowledge that certain of the provisions of this Agreement
have continued applicability despite the termination of Boyer’s employment
hereunder. Therefore, the parties agree that the termination of Boyer’s
employment shall not terminate this Agreement as it pertains to any liability
or other obligation which shall have accrued hereunder up to and including the
date of termination, and the parties shall carry out and be bound by any
provisions hereof which contemplate performance by them subsequent to such
termination.



Section 7. Entire Agreement.




     This Agreement shall constitute the entire agreement between the Bank and
Boyer with respect to Boyer’s employment by the Bank, and supersedes all prior
agreements, if any, whether written or oral, between them, relating thereto.
This Agreement may be amended or altered only by the written agreement of the
Bank and Boyer.



Section 8. Notice.




     Any notice to be given hereunder shall be deemed given when personally
delivered to the party to receive such notice, or when mailed, postage prepaid,
by registered or certified mail, or by express delivery service, if to the Bank
at P. O. Box 369, Donner at Sixth, Monessen, Pennsylvania 15062, Attention:
President, and if to Boyer, to his residence address appearing on the books of
the Bank. Such addresses may be changed by notice in writing to the other party
as aforesaid.



Section 9. Binding Effect.




     This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, the successors and assigns of the Bank, and the heirs and
personal representatives of Boyer, but neither this
Agreement nor any of the rights hereunder shall be assignable or delegable
by Boyer.



Section 10. Severability.




     Each provision of this Agreement is severable from the others, and if any
provision hereof shall be to any extent unenforceable, it and the other
provisions hereof shall continue to be enforceable to the full extent
allowable.



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Section 11. Interpretation.




     This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed the day and year first above written.



	 	 	 	 	 
	ATTEST:	 	FIRST FEDERAL SAVINGS BANK
	 
	 	 	 	 
	Illegible

	 	By:
	 	/s/Peter. D. Griffith
	


	 	 	 	

	

	 	 	 	Peter D. Griffith, President
	 
	 	 	 	 
	WITNESS:	 	BOYER:
	 
	 	 	 	 
	/s/Marilyn Faysor	 	/s/Richard B. Boyer
	
	 	

	 	 	Richard B. Boyer








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