Exhibit 10.14


 


CHANGE IN
CONTROL AGREEMENT


 


THIS
AGREEMENT (“Agreement”) made as of the 12th day of December, 2007, by and
among Leesport Financial Corp., a
Pennsylvania business corporation (“Leesport”), Leesport
Bank, a Pennsylvania banking institution (the “Bank”), and Terry Favilla, an adult individual (the “Employee”).


 


W I T N
E S S E T H:


 


WHEREAS,
the Employee will initially be serving as Senior Vice President and
Controller/Treasurer; and


 


WHEREAS,
Leesport and the Bank consider the continued services of the Employee to be in
the best interest of Leesport, the Bank, their affiliated companies and the
shareholders of Leesport; and


 


WHEREAS,
Leesport and the Bank desire to induce the Employee to remain in the employ of
the Employee’s then employer (whether it be Leesport or any company affiliated
with Leesport (the “Employer”)) on an impartial and objective basis in the
event of a proposed transaction pursuant to which a Change in Control (as
defined in Section 2(c)) will occur, if completed.


 


NOW, THEREFORE, the parties hereto, intending to be
legally bound hereby, agree as follows:


 


1.  Term of Agreement and Related Matters.


 


(a)  In General.  Except as otherwise provided herein, the term
of this Agreement will be for a period of three years commencing on the date of
December 12, 2007 and ending on December 12, 2010.


 


(b)  Termination for Cause.  Notwithstanding the provisions of Section 1(a),
this Agreement will terminate automatically upon Termination for Cause of the
Employee’s employment by the Employer.  As
used in this Agreement, the term “Termination for Cause” means:


 


(i)  prior to the public
announcement of a transaction involving an actual or potential Change in
Control, termination for any reason; and


 


(ii) concurrent
with or following the public announcement of a transaction involving an actual
or potential Change in Control, termination following:  (A) except if attributable to physical or
mental illness or injury, the willful failure of the Employee to materially
perform the Employee’s duties, but only after written demand specifically
identifying the basis for the Employee’s alleged non-performance and the
Employee’s continued failure to perform thereafter, and, if the termination is
before the actual occurrence of a Change in Control, only after a vote of at
least two-thirds of Leesport’s directors then in office; (B) a willful
material violation by the Employee of any applicable code of conduct or similar
policy applicable to 


 


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Employees of the Employer; (C) the conviction of the Employee of,
or plea of nolo contendere to, a felony or a crime
of moral turpitude; or (D) the removal or prohibition of the Employee from
being an institution-affiliated party by a final order of an appropriate federal
banking agency pursuant to Section 8(e) of the Federal Deposit
Insurance Act or any other provision of applicable law.


 


If,
following a public announcement involving an actual or potential Change in
Control , a proposed transaction is terminated without completion, this
Agreement shall thereafter be construed as though no such announcement had ever
been made; provided, however, that the rights associated with any termination
of employment during the interim period shall be determined by reference to subsection (ii) above.


 


Notwithstanding
the preceding provisions of this subsection, prior to the public announcement
of a transaction involving an actual or potential Change in Control, a transfer
of the Employee to a new Employer which is Leesport, the Bank or an affiliate
of either shall not be deemed a Termination for Cause and this Agreement shall
continue in force.


 


If the
Employee’s employment is terminated for Cause, the Employee’s rights under this
Agreement shall cease as of the effective date of such termination.


 


(c)  Voluntary Termination,
Retirement, or Death.  Notwithstanding
the provisions of Section 1(a), this Agreement will terminate
automatically upon the voluntary termination of the Employee’s employment
(other than in accordance with Section 2), the Employee’s retirement on or
after age sixty-five (65) or the Employee’s death.  In any such event, the Employee’s rights
under this Agreement shall cease as of the effective date of such termination;
provided, however, that if the Employee dies after a Notice of Termination (as
defined in Section 2(b)) is delivered by the Employee in accordance with
such section, the payments described in Section 3 will nonetheless be made
to the person or persons determined pursuant to Section 9(b).


 


(d)  Disability.  Notwithstanding the provisions of Section 1(a),
this Agreement will terminate automatically upon the termination of the
Employee’s employment by reason of the Employee’s Disability.  In such event, the Employee’s rights under
this Agreement will cease as of the effective date of such termination;
provided, however, that if the Employee becomes disabled after a Notice of
Termination is delivered by the Employee in accordance with Section 2(b),
the Employee will nonetheless be entitled to receive the payments described in Section 3.  As used in this Agreement, the term “Disability”
means incapacitation, by accident, sickness or otherwise, such that the
Employee is rendered unable to perform the essential duties required of the
Employee by the Employee’s then position with the Employer, notwithstanding
reasonable accommodation, for a period of six (6) consecutive months.


 


2.  Termination Following a Change in
Control.


 


(a)  Events Giving Right To Terminate
For Good Reason.  If a public
announcement of a transaction involving an actual or potential Change in
Control occurs and, concurrently therewith or during a period of eighteen (18)
months thereafter, an event constituting Good Reason also occurs with respect
to the Employee, the Employee may terminate the Employee’s employment in
accordance with the provisions of Section 2(b) and, thereupon, will
become 


 


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entitled to the payments described in Section 3.  As used in this Agreement, the term “Good
Reason” means any of the following events:


 


(i)    the involuntary termination of the Employee’s
employment, other than an involuntary termination permitted in Sections 1(b) and
(d);


 


(ii)   a material reduction in the Employee’s duties
or responsibilities as the same existed immediately prior to public
announcement of a transaction involving an actual or potential Change in
Control, or as the same may be increased thereafter;


 


(iii)  a reduction in the Employee’s base
compensation below a level that was in effect immediately prior to the public
announcement of an actual or potential Change in Control, or as may be
increased thereafter;


 


(iv)  the failure to provide the Employee with a
total compensation package (salary, welfare and pension benefits, stock options
and a bonus plan evaluated on the basis of bonus potential) reasonably
comparable to the compensation package provided to the Employee immediately
prior to the public announcement of an actual or potential Change in Control,
or as may be increased thereafter;


 


(v)   the reassignment of the Employee to a
principal office which is more than thirty-five (35) miles from the Employee’s
primary residence as of the date of the public announcement of an actual or
potential Change in Control; or


 


(vi)  any material breach of this Agreement by the
Employee’s Employer at the relevant time, coupled with the failure to cure the
same within thirty (30) days after receipt of written notice of such breach
from the Employee.


 


(b)  Notice of Termination.  Upon the occurrence of an event of Good
Reason subject to Section 2(a), the Employee may, within ninety (90) days
of the occurrence of any such event, resign from employment by a notice in
writing (“Notice of Termination”) delivered to Leesport, whereupon the Employee
will become entitled to the payments and benefits described in Section 3.  In the case of a termination described in Section 2(a)(i),
the Employee shall confirm the Employee’s involuntary termination, in writing,
within ninety (90) days of the date of such termination, and such confirmation
will be deemed a Notice of Termination.


 


(c)  Change in Control Defined.  As used in this Agreement, the term “Change in
Control” means any of the following:


 


(i)  any “person” (as such
term is used for purposes of Section 13(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”) as in effect on the date hereof), other than
Leesport, a subsidiary of Leesport, or an employee benefit plan of Leesport or
a subsidiary of Leesport (including a related trust), becomes the beneficial
owner (as determined pursuant to Rule 13d-3 under the Exchange Act),
directly or indirectly of securities of Leesport representing more than 24.9%
of (A) the combined voting power of Leesport’s then outstanding stock and
securities or (B) the aggregate number of shares of Leesport’s then
outstanding common stock;


 


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(ii)   the occurrence of a sale of all or
substantially all of the assets of Leesport or the Bank to an entity which is
not a direct or indirect subsidiary of Leesport;


 


(iii)  the occurrence of a reorganization, merger,
consolidation or similar transaction involving Leesport, unless (A) the
shareholders of Leesport immediately prior to the consummation of any such
transaction initially thereafter own securities representing at least a
majority of the voting power of the surviving or resulting corporation and (B) the
directors of Leesport immediately prior to the consummation of such transaction
initially thereafter represent at least a majority of the directors of the
surviving or resulting corporation;


 


(iv)  a plan of liquidation or dissolution, other
than pursuant to bankruptcy or insolvency, is adopted for Leesport or the Bank;


 


(v)   during any period of two consecutive years,
individuals who, at the beginning of such period, constituted the Board of
Directors of Leesport cease to constitute the majority of such Board (unless
the election of each new director was expressly or by implication approved by a
majority of the Board members who were still in office and who were directors
at the beginning of such period); and


 


(vi)  the occurrence of any other event which is
irrevocably designated as a “change in control” for purposes of this Agreement
by resolution adopted by a majority of the then non-employee directors of
Leesport.


 


Notwithstanding
the foregoing, a Change in Control will not be deemed to have occurred if a
person becomes the beneficial owner, directly or indirectly, of stock and
securities representing more than 24.9% of the combined voting power of
Leesport’s then outstanding stock and securities or the aggregate number of
shares of Leesport’s then outstanding common stock solely as a result of an
acquisition by Leesport of its stock or securities which, by reducing the
number of securities or stock outstanding, increases the proportionate number
of securities or stock beneficially owned by such person; provided, however,
that if a person becomes the beneficial owner of more than 24.9% of the
combined voting power of stock and securities or the aggregate number of shares
of common stock by reason of such acquisition and thereafter becomes the
beneficial owner, directly or indirectly, of any additional voting stock or
securities or common stock (other than by reason of a stock split, stock dividend
or similar transaction), then a Change in Control will thereupon be deemed to
have occurred.


 


(d)  Termination of Proposed Change
in Control Transaction.  If,
following a public announcement described in subsection (a), a proposed
transaction is terminated without completion, this Agreement shall thereafter
be construed as though no such announcement had ever been made; provided,
however, that the rights associated with any termination of employment or the
giving of a Notice of Termination during the interim period shall be determined
without regard to this subsection.


 


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3.  Rights in the Event of Certain
Terminations Following Change in Control. 
In the event the Employee validly and timely delivers a Notice of
Termination to Leesport, the Employee shall be entitled to receive the
following payments and benefits:


 


(a)  Basic
Payments.  The Employee shall be paid
an amount equal to one (1.0) times the sum of (i) the Employee’s highest
annualized base salary paid to the Employee during the year of termination of
employment or the immediately preceding two (2.0) calendar years and (ii) the
highest cash bonus paid to the Employee in or with respect to the year of
termination of employment or the immediately preceding two (2.0) calendar years.  Payments under this Section 3(a) shall
be made monthly in twelve (12) equal installments (without interest) beginning
on the first day of the month immediately following the month in which the
Employee delivers the Notice of Termination and continuing on the first day of
each month thereafter.


 


(b)  Health and Medical Benefits.  For a period of one (1.0) year from the date
of termination of employment, the Employee shall be provided, at no charge,
with a continuation of health and medical benefits no less favorable than the
health and medical benefits in effect on the date of termination of the
Employee’s employment.  To the extent
such benefits cannot be provided under a plan because the Employee is no longer
an employee of the Employer, a dollar amount equal to the after-tax cost
(estimated in good faith by Leesport) of obtaining such benefits, or
substantially similar benefits, shall be paid to the Employee periodically, as
appropriate.


 


(c)  Excise Tax Matters.  Notwithstanding anything in this section or
elsewhere in this Agreement to the contrary, in the event the payments and
benefits payable hereunder to or on behalf of the Employee, when added to all
other amounts and benefits payable to or on behalf of the Employee, would
result in the imposition of an excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended, the amounts and benefits payable
hereunder shall be reduced to such extent as may be necessary to avoid such
imposition.  The Employee shall have the
right, within thirty (30) days of receipt of written notice from Leesport, to
specify which amounts and benefits shall be reduced to satisfy the requirements
of this subsection.  All calculations
required to be made under this subsection will be made by Leesport’s
independent public accountants, subject to the right of the Employee’s
representative to review the same.  The
parties recognize that the actual implementation of the provisions of this
subsection are complex and agree to deal with each other in good faith to
resolve any questions or disagreements arising hereunder.


 


(d)  Primary Obligor.  The obligation to make payments and provide
benefits under this section shall primarily be those of the Employee’s Employer
as of the date of the Employee’s termination of employment.  In the event the Employer is not Leesport or
the Bank, Leesport will cause such Employer to make required payments and
provide required benefits.  To the extent
Leesport fails or is unable to do so, it shall make such payments and provide
such benefits.


 


4.  Legal Expenses.  Leesport will pay (or cause to be paid) to
the Employee all reasonable legal fees and expenses when incurred by the
Employee in seeking to obtain or enforce any right or benefit provided by this
Agreement, provided the Employee acts in good faith with respect to issues
raised.


 


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5.  Notices.  Any notice required or permitted to be given
under this Agreement will, to be effective hereunder, be given to Leesport, in
the case of notices given by the Employee, and will, to be effective hereunder,
be given by Leesport, in the case of notices given to the Employee.  Any such notice will be deemed properly given
if in writing and if mailed by registered or certified mail, postage prepaid
with return receipt requested, to the last known residence address of the
Employee, in the case of notices to the Employee, and to the principal office
of Leesport, in the case of notices to Leesport.


 


6.  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 the Employee and an Employee officer of
Leesport designated for such purpose by the Board of Directors of Leesport.  No waiver by any party hereto at any time of
any breach by another party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party will be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.


 


7.  Assignment.  This Agreement is not assignable by any party
hereto, except by Leesport and the Bank to any successor in interest to the
respective businesses of Leesport and the Bank.


 


8.  Entire Agreement.  This Agreement contains the entire agreement
of the parties relating to the subject matter hereof and, in accordance with
the provisions of Section 18, supersedes any prior agreement of the
parties.


 


9.  Successors; Binding Effect.


 


(a)  Successors.  Leesport will require any successor (whether
direct or indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of Leesport and/or the Bank to
expressly assume and agree to perform this Agreement (or cause it to be
performed) in the same manner and to the same extent that Leesport, the Bank or
any affiliated company of either would be required to perform it if no such
succession had taken place.  Failure by
Leesport to obtain such assumption and agreement prior to the effectiveness of
any such succession shall constitute a material breach of this Agreement under Section 2(a)(vi).  As used in this Agreement, “Leesport” and the
“Bank” mean Leesport and the Bank as hereinbefore defined and any successor to
the business and/or assets of Leesport and/or the Bank as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.


 


(b)  Binding Effect.  This Agreement shall inure to the benefit of
and be enforceable by the Employee’s personal or legal representatives,
executors, administrators, heirs, distributees, devisees, and legatees.  If the Employee should die while any amount
is payable to the Employee under this Agreement if the Employee had continued
to live, all such amounts, unless otherwise provided herein, will be paid in
accordance with the terms of this Agreement to the Employee’s surviving spouse
or, if there is no such person, to the Employee’s estate.


 


10.  Continuation of Certain Provisions.  Any termination of the Employee’s employment
under this Agreement or of this Agreement will not affect the benefit
provisions of Section 3 or 


 


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4, which will, if relevant,
survive any such termination and remain in full force and effect in accordance
with their respective terms.


 


11   Other Rights.  Except as provided in Sections 3(c) and
18, nothing herein shall be construed as limiting, restricting or eliminating
any rights the Employee may have under any plan, contract or arrangement to
which the Employee is a party or in which the Employee is a vested participant;
provided, however, that any termination payments required hereunder will be in
lieu of any severance benefits to which the Employee may be entitled under a severance
plan or arrangement of Leesport, the Bank, an affiliate of either, or an entity
which is the successor of any of them or an affiliate thereof; and provided
further, that if the benefits under any such plan or arrangement may not
legally be eliminated, then the payments hereunder will be correspondingly
reduced in such equitable manner as the Board of Directors of Leesport may
determine.


 


12.  No Mitigation or Offset.  The Employee shall not be required to
mitigate the amount of any payment or benefit provided for in this Agreement by
seeking employment or otherwise; nor shall any amounts or benefits payable or
provided hereunder be reduced in the event the Employee does secure employment.


 


13.  Validity.  The invalidity or unenforceability of any provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which will remain in full force and effect.


 


14.  Applicable Law.  Except to the extent preempted by federal
law, this Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania without regard to its conflicts of law
principles.


 


15.  Number.  Words used herein in the singular shall be
construed as being used in the plural, as the context requires, and vice versa.


 


16.  Headings.  The headings of the sections and subsections
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.


 


17.  References to Entities.  All references to Leesport shall be deemed to
include references to the Bank, or any affiliate of either, as appropriate in
the relevant context, and vice versa; provided, however, that this section
shall not be construed in a manner that results in a determination that a
transaction constitutes a Change in Control unless such transaction is
literally described in the definition of such term.


 


18.  Effective Date; Termination of Prior
Agreements.  This Agreement shall become
effective immediately upon the execution and delivery of the same by the
parties hereto.  Upon the execution and
delivery of this Agreement, any prior agreement relating to the subject matter
hereof will be deemed automatically terminated and be of no further force or
effect.


 


19.  Withholding For Taxes.  All amounts and benefits paid or provided
hereunder shall be subject to withholding for taxes as required by law.


 


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20.  Nonsolicitation of Employees and
Customers.  During the period of time
that any payments and benefits are to be provided to Employee under Section 3,
the Employee shall refrain from directly or indirectly soliciting for
employment or business relationship purposes pertaining to the financial
services business of Leesport or the Bank employees or customers of Leesport,
the Bank or any affiliate of either or any successor to either as of the date
of the Employee’s termination of employment. 
In the event of a breach of this section, the Employee’s right to
payments and benefits under Sections 3 and 4 shall immediately terminate.  Leesport or any successor shall be entitled
to recover any payments or benefits made following the commencement of the
prohibited conduct, but before discovery of the same, and may commence an
action in any court of competent jurisdiction for such additional legal and
equitable relief as it may deem necessary or appropriate to recover damages
incurred by reason of such conduct and to preclude continued violation of this
section.


 


	
   

  	
  LEESPORT
  FINANCIAL CORP.

  
	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robert D.
  Davis

  
	
   

  	
        Robert
  D. Davis

  	
   

  
	
   

  	
        President
  and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest: 

  	
  /s/ Jenette L.
  Eck

  	
    (SEAL)

  
	
   

  	
        Corporate
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LEESPORT
  BANK

  
	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Robert D.
  Davis

  	
   

  
	
   

  	
        Robert
  D. Davis

  	
   

  
	
   

  	
        President
  and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest: 

  	
  /s/ Jenette L.
  Eck

  	
    (SEAL)

  
	
   

  	
        Corporate
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Edward C. Barrett

  	
   

  	
  /s/  Terry Favilla

  	
    (SEAL)

  
	
   

  	
        Terry Favilla

  	
   

  
									



 


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