Exhibit
10.2


SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT


THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, made as of the 2nd day
of July 2007, among LEESPORT FINANCIAL CORP. (“Bancorp”), a Pennsylvania
business corporation having a place of business at 1240 Broadcasting Road,
Wyomissing, Pennsylvania, ESSICK & BARR, LLC (“E&B”), a
Pennsylvania limited liability company having a place of business at
108 South Fifth Street, Reading, Pennsylvania, and CHARLES J. HOPKINS
(“Executive”), an adult individual.


BACKGROUND:


1.             Bancorp, E&B, and
Executive are presently parties to an employment agreement, dated
September 17, 1998, as amended by First Amendment to Employment Agreement,
dated as of January 2002 (collectively, the “Employment Agreement”), a copy of
which is attached as Exhibit “A,” pursuant to which Executive is serving
as President and Chief Executive Officer of E&B.


2.             Leesport and E&B
are undertaking a reorganization of Leesport’s insurance operations, commencing
July 1, 2007, which reorganization will result in, among other things, a
consolidation of the operations and names of E&B’s existing insurance
divisions or groups, including consolidation of the Boothby Division and
elimination of the names “The Boothby Group” or “The Boothby Division” in 2008.


3.             In connection with
the reorganization of the insurance operations, Company, E&B, and Employee
mutually desire to further amend the Employment Agreement on the terms and
conditions set forth herein.


AGREEMENT:


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


1.             Amendment to Duties of Employee Section.  Section 2 of the Employment Agreement is
hereby amended and restated in its entirety to read as follows:


“2. Duties of Employee.  Executive shall perform and discharge well
and faithfully such duties as an executive officer of E&B as may be
assigned to Executive from time to time by the Board of Directors of
E&B.  Executive shall be employed as
President and Chief Executive Officer of E&B, and shall hold such other
titles as an officer of E&B as may be given to him from time to time by the
Board of Directors of E&B. Notwithstanding the foregoing, upon the
consolidation of the insurance operations of E&B and the elimination of the
Boothby Division, (i) Executive shall become, without further action on the
part of E&B or the E&B Board, a Vice Chairman of E&B and (ii)
Executive shall no longer serve as President and Chief Executive Officer of
E&B.  Executive shall devote his full
time, attention and energies to the business of E&B during the Employment
Period (as defined in Section 3 of this



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Agreement); provided, however, that this
Section 2 shall not be construed as preventing Executive from
(a) investing Executive’s personal assets in enterprises that do not
compete with Leesport, Bank or E&B or (b) being involved in any other
activity with the prior approval of the Board of Directors of E&B.  During the Employment Period, Executive shall
report to the Chief Executive Officer of Bancorp.”


2.             Amendment to Annual Base Salary Section.
 Section 4(a) of the Employment Agreement
is hereby amended and restated in its entirety as follows:


“(a)  Annual
Base Salary.  For services performed
by Executive under this Agreement, effective July 1, 2007, E&B shall pay
Executive an annualized Annual Base Salary in the aggregate during the
Employment Period at the rate of Four Hundred Eighteen Thousand ($418,000)
Dollars per year, payable at the same times as salaries are payable to other
executive employees of E&B.  E&B
may, from time to time, increase Executive’s Annual Base Salary, and any and
all such increases shall be deemed to constitute amendments to this
Section 4(a) to reflect the increased amounts, effective as of the
date established for such increases by the Board of Directors of E&B or any
committee of such Board in the resolutions authorizing such increases.”


3.             Amendment to Commission Section.  Section 4(b) of the Employment Agreement is
hereby amended and restated in its entirety as follows:


“(b)  Commission.  Effective July 1, 2007, Executive shall no
longer receive scheduled commission payments for any insurance products or
services sold by E&B after such date.”


4.             Addition of Sentence to Bonus Section.  The following sentence is hereby added as a
new final sentence to Section 4(c) of the Employment Agreement:


“Executive shall also be eligible to participate in
accordance with their terms in any commercial referral plan in effect from time
to time for employees of Leesport and its affiliates and in any corporate bonus
plan or program maintained from time to time for employees of Leesport and its
affiliates.”


5.             Addition of Referral Fee Section.  A new Section 4(h) is hereby added to the
Employment Agreement to read as follows:


“(h)  Referral Fees on Personal Lines Products.  Executive shall receive a referral fee with
respect to sales of personal lines insurance products by another employee of
E&B as a result of a referral from Executive in an amount equal to twenty
percent (20%) of the total commission revenue received by E&B during the first
twelve (12) months of the applicable policy. 
Referral fees



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shall
be payable under this Section 4(h) only to the extent that such referrals
generate more than $5,000 in revenue per year. 
Such referral fees shall be paid in accordance with the procedures
established therefor by E&B applicable to its commission salesperson
employees.”


6.             Amendment to Change in Control Payment
Section.  Sections 6(a)(i), 6(a)(ii),
and 6(a)(iii) of the Employment Agreement are hereby amended and restated in
their entirety as follows:


“(i)  E&B shall make (or cause to be made) a
lump sum cash payment to Executive no later than thirty (30) days following the
date of such termination in an amount equal to and no greater than two (2)
times the Executive’s Annual Base Salary, as defined in Section
4(a) hereof, in effect on the date of termination of employment.


(ii)  Notwithstanding the preceding Section
6(a)(i), in the event that the payment described in Section 6(a)(i), when added
to all other amounts or benefits provided to or on behalf of Executive in
connection with his termination of employment, would result in the reduction of
tax deductions under Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”), such sum shall be reduced (retroactively, if necessary)
to the extent necessary to avoid such reduction.  Upon written notice to Executive, together
with calculations of E&B’s independent auditors, Executive shall remit to
E&B the amount of the reduction plus such interest as may be necessary to
avoid the reduction of such tax deductions.


(iii)  [Intentionally Omitted.]”


7.             Amendment to Termination of Employment
Following Change in Control Section. 
Section 5(a) of the Employment Agreement is hereby amended and restated
in its entirety to read as follows


“5.   Termination of Employment Following Change
in Control.


(a)  If a Change in Control (as defined in Section
5(b) of this Agreement) shall occur and if thereafter at any time during the
term of this Agreement there shall be:


(i)  any involuntary termination of Executive’s
employment (other than for the reasons set forth in Section 3(b) or 3(d) of
this Agreement);


(ii)  any reduction in Executive’s title,
responsibilities, including reporting responsibilities, or authority, including
such title,



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responsibilities or
authority as such title, responsibilities or authority may be increased from
time to time during the term of this Agreement;


(iii)  the assignment to Executive of duties
inconsistent with Executive’s office on the date of the Change in Control or as
the same may be increased from time to time after the Change in Control;


(iv)  any reassignment of Executive to a location
greater than fifty (50) miles from the location of Executive’s office on the
date of the Change in Control;


(v)  any reduction in Executive’s Annual Base
Salary in effect on the date of the Change in Control or as the same may be
increased from time to time after the Change in Control;


(vi)  any failure to continue Executive’s
participation in any of E&B’s commission compensation or bonus plans in
which Executive participated at the time of the Change in Control or any change
or amendment to any provisions of any of such plans which would materially
decrease the potential benefits to Executive under any of such plans;


(vii)  any failure to provide Executive with
benefits at least as favorable as those enjoyed by Executive under any of
E&B’s retirement or pension, life insurance, medical, health and accident,
disability or other employee plans in which Executive participated at the time
of the Change in Control, or the taking of any action that would materially
reduce any of such benefits in effect at the time of the Change in Control;


(viii)  any requirement that Executive travel in
performance of his duties on behalf of E&B for a significantly greater
period of time during any year than was required of Executive during the year
preceding the year in which the Change in Control occurred; or


(ix)  any sustained pattern of interruption or
disruption of Executive for matters substantially unrelated to Executive’s
discharge of Executive’s duties on behalf of E&B.


then, at the option of
Executive, exercisable by Executive within ninety (90) days of the occurrence
of any of the foregoing events, Executive may resign from employment with
E&B (or, if involuntarily terminated, give notice of intention to collect
benefits under this Agreement) if Executive (i) delivers a notice in writing
(the “Notice of Termination”) to Bank and E&B and (ii) Bank or



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E&B fails to cure the
condition giving rise to such right to terminate within 30 days of receipt of
such Notice of Termination.  In the event
of termination by Executive as a result of any of the foregoing events, such
termination shall be effective no more than 60 days after the end of the 30-day
cure period described above and the provisions of Section 6 of this
Agreement shall apply.”


8.             Addition of New Provision to Rights in
Event of Termination of Employment Absent Change in Control Section.  The following provision is hereby added as a
new provision to Section 7 of the Employment Agreement:


“(e)         Severance benefits paid
pursuant to Section 7(a) above, to the extent of payments made from the date of
termination of the Executive’s employment through March 15th of the calendar
year following such termination, are intended to constitute separate payments
for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus
payable pursuant to the “short-term deferral” rule set forth in Section
1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are
made following said March 15th, they are intended to constitute separate
payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations
made upon an involuntary termination from service and payable pursuant to
Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent
permitted by said provision. Notwithstanding the foregoing, if Bank or E&B
determines that any other payments hereunder fail to satisfy the distribution
requirement of Section 409A(a)(2)(A) of the Code, the payment of such benefit
shall be delayed to the minimum extent necessary so that such payments are not
subject to the provisions of Section 409A(a)(1) of the Code.”


9.             Ratification of Agreement.  Except as otherwise provided in this Second
Amendment to Employment Agreement, all terms and conditions of the Employment
Agreement remain in full force and effect, and nothing contained in this Second
Amendment to Employment Agreement shall be deemed to alter or amend any
provision of the Employment Agreement except as specifically provided
herein.  References in the Employment
Agreement to the “Agreement” shall be deemed to be references to the Employment
Agreement as amended hereby.


10.           Waiver. No provision of this Second
Amendment to Employment Agreement may be modified, waived, or discharged unless
such waiver, modification, or discharge is agreed to in writing and signed by
Executive and an executive officer specifically designated by the Boards of
Directors of Bancorp and E&B.  No
waiver by any party hereto at any time of any breach by the other party hereto
of, or compliance with, any condition or provision of this Second Amendment to
Employment 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.



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11.           Assignment.  This Second Amendment to Employment Agreement
shall not be assignable by any party, except by Bancorp and E&B to an
affiliate of Bancorp or to any successor in interest to their respective
businesses.


12.           Entire Agreement.  This Second Amendment to Employment Agreement
contains the entire agreement of the parties relating to the subject matter
hereof.


13.           Successors; Binding Agreement.


(a)           This Second Amendment to Employment
Agreement shall inure to the benefit of and be binding on Bancorp and E&B
and any of their successors or permitted assigns.


(b)           This Second Amendment to Employment
Agreement shall inure to the benefit of and be enforceable by Executive and
Executive’s personal or legal representatives, executors, administrators,
heirs, distributees, devisees, and legatees.


14.           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.


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


	
   

  	
  LEESPORT FINANCIAL CORP.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Robert D. Davis

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/ Jenette L.
  Eck

  
	
   

  	
   

  
	
   

  	
  (“Bancorp”)

  
	
   

  	
   

  
	
   

  	
  ESSICK &
  BARR, LLC

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Robert D. Davis

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/
  Jenette L. Eck

  
	
   

  	
   

  
	
   

  	
  (“E&B”)

  
	
   

  	
   

  
	
   

  	
  /s/
  Charles J. Hopkins

  
	
   

  	
  Charles J.
  Hopkins

  
	
   

  	
  (“Executive”)

  
				



 



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EXHIBIT “A”


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, made as of the         
day of January 2002, among FIRST
LEESPORT BANCORP, INC. (“Bancorp”), a Pennsylvania business corporation having a place of business at 1240 Broadcasting Road, Wyomissing,
Pennsylvania, ESSICK & BARR, INC. (“E&B”), a Pennsylvania corporation having a place of
business at 108 South Fifth Street, Reading, Pennsylvania, and CHARLES J. HOPKINS (“Executive”), an adult individual.


BACKGROUND:


1. Bancorp, E&B, and Executive are presently parties to an  employment agreement, dated September 17, 1998
(the “Employment Agreement”), a copy
of which is attached as Exhibit “A.”


2. For ease of administration, Bancorp desires to amend certain of
its outstanding employment
agreements with executive officers, including the Employment Agreement, to provide for a uniform
termination date of December 31 by
extending the existing termination date under the Employment Agreement.


3. Executive has agreed to amend the Employment Agreement to provide
for a termination date of
December 31 by extending the existing term of the Employment Agreement.


AGREEMENT:


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


1. Amendment of Term of Agreement. Section 3(a) of the Employment Agreement
is hereby amended and restated in its entirety to read as follows:


“(a) This Agreement shall be for a period (the
“Employment Period”)  commencing
on the Effective Date set forth in Section 2.02 of the Merger Agreement and ending on December 31,
2006; provided, however, that the
Employment Period shall be automatically extended on January 1, 2003 and on January 1 of each
subsequent year (each an “Annual
Renewal Date”) for a period ending five (5) years from each Annual Renewal Date unless Bancorp or
Executive shall give written notice
of nonrenewal to the other party at least ninety (90) days prior to an Annual Renewal Date, in which
event this Agreement shall terminate
at the end of the then existing Employment Period.”



 A-1
 









2. Ratification of Agreement. Except as otherwise provided in this
First Amendment to Employment
Agreement, all terms and conditions of the Employment Agreement remain in full force and effect, and nothing
contained in this First Amendment
to Employment Agreement shall be deemed to alter or amend any provision of the Employment Agreement
except as specifically provided herein.
References in the Employment Agreement to the “Agreement” shall be deemed to be references to the Agreement as
amended hereby.


3. Waiver. No provision of this First Amendment to Employment  Agreement may be modified, waived, or
discharged unless such waiver, modification,
or discharge is agreed to in writing and signed by Executive and an executive officer specifically designated
by the Boards of Directors of Bancorp
and E&B. No waiver by any party hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this First Amendment to Employment 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.


4. Assignment. This First Amendment to Employment Agreement shall
not be assignable by any party,
except by Bancorp and E&B to an affiliate of Bancorp or to any successor in interest to their respective businesses.


5. Entire Agreement. This First Amendment to Employment Agreement
contains the entire agreement of
the parties relating to the subject matter hereof.


6. Successors; Binding Agreement.


(a) This First Amendment to Employment Agreement shall inure  to the benefit of and be binding on Bancorp
and E&B and any of their successors or permitted assigns.


(b) This First Amendment to Employment Agreement shall inure  to the benefit of and be enforceable by
Executive’s personal or legal representatives,
executors, administrators, heirs, distributees, devisees, and legatees.


[THIS SPACE INTENTIONALLY BLANK]



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7. 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.


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


	
  

  	
  FIRST LEESPORT
  BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Raymond H.
  Melcher, Jr.

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/ Jenette L.
  Eck

  
	
   

  	
   

  
	
   

  	
  (“Bancorp”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSICK &
  BARR, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Raymond H.
  Melcher, Jr.

  
	
   

  	
   

  
	
   

  	
  Attest:

  	
  /s/ Jenette L.
  Eck

  
	
   

  	
   

  
	
   

  	
  (“E&B”)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Charles J.
  Hopkins

  
	
   

  	
  Charles J.
  Hopkins

  
	
   

  	
  (“Executive”)

  
				



 



 A-3
 









EXHIBIT A


EMPLOYMENT AGREEMENT


THIS AGREEMENT is made as of the 17th day of September, 1998, among
FIRST LEESPORT BANCORP, INC. (“Bancorp”),
a Pennsylvania business corporation having a place of business at 133 North Centre Avenue, Leesport,
Pennsylvania, ESSICK & BARR,
INC. (“E&B”), a Pennsylvania corporation having a place of business at 108 South Fifth Street, Reading,
Pennsylvania 19612 and CHARLES J. HOPKINS
(“Executive”), an individual residing at 80 Cheltenham Drive, Wyomissing, Pennsylvania 19610.


WITNESSETH:


WHEREAS, Bancorp and E&B have entered into an Agreement and Plan of Reorganization
dated September 17, 1998 (the “Merger Agreement”);


WHEREAS, The First National Bank of Leesport (“Bank”) is a wholly owned
banking subsidiary of Bancorp;


WHEREAS, pursuant to the Merger Agreement, E&B will be a wholly owned
subsidiary of Bancorp on the Effective Date as set forth in Section 2.02 of the
Agreement;


WHEREAS, E&B desires to employ Executive to serve in the capacity of
President and Chief Executive
Officer of E&B on the terms and conditions set forth herein;


WHEREAS, Executive desires to accept employment with E&B on the
terms and conditions set forth
herein.


AGREEMENT:


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


1. Employment. E&B hereby employs Executive and Executive hereby
accepts employment with E&B,
on the terms and conditions set forth in this Agreement. It is expressly agreed that this Agreement will become null
and void, and the parties shall
have no obligation or responsibility to each other, if the Merger Agreement does not become effective.


2. Duties of Employee. Executive shall perform and discharge well
and faithfully such duties as an
executive officer of E&B as may be assigned to Executive from time to time by the Board of
Directors of E&B. Executive shall be employed as President and Chief Executive Officer of E&B, and shall
hold such other titles as may be
given to him from time to time by the Board of Directors of E&B. Executive shall devote his full
time, attention and energies to the business of E&B during the Employment Period (as defined in Section
3 of this Agreement); provided,
however, that this Section 2 shall not be construed as preventing Executive from (a) investing
Executive’s personal assets in enterprises
that do not compete with Bancorp, Bank or E&B or (b) being involved in any other activity with the prior approval
of the Board of Directors of E&B.



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3. Term of Agreement.


(a)                      This Agreement shall be for a five (5) year
period (the “Employment Period”)
beginning on the Effective Date as set
forth in Section 2.02 of the Merger Agreement and ending five (5) years later. The Employment
Period shall be automatically
extended on the first anniversary date of the Effective Date as set forth in the Merger Agreement and on the same date of each
subsequent year (the “Annual
Renewal Date”) for a period ending five (5) years from each Annual Renewal Date unless either party shall give written notice of nonrenewal to the
other party at least ninety (90)
days prior to an Annual Renewal
Date, in which event this Agreement shall terminate at the end of the then existing Employment Period.


(b)                     Notwithstanding the provisions of Section 3(a)
of this Agreement, this Agreement
shall terminate automatically for
Cause (as defined herein) upon written notice from the Board of Directors of E&B to
Executive. As used in this
Agreement, “Cause” shall mean any of the following:


(i)                       Executive’s conviction of or plea of guilty or nolo contendere to a felony, a crime of
falsehood or a crime involving
moral turpitude, or the actual
incarceration of Executive for a period of at least thirty (30) days;


(ii)                   Executive’s failure to follow the good faith lawful instructions of the Board of Directors
of E&B with respect to its
operations following written
notice of such instructions; or


(iii)                Executive’s failure to perform Executive’s
duties to E&B (other than a
failure resulting from Executive’s
incapacity because of physical or mental
illness, as provided in subsection (d) of this Section 3), after notice from E&B or Bancorp and a failure to cure such violation within
ten (10) days of said notice,
unless it is apparent under the
circumstances that Executive is unable to cure such violation, which failure results in injury to Bancorp, Bank or E&B, monetarily
or otherwise.


(iv)                Executive’s intentional violation of the provisions
of this Agreement; or


(v)                   dishonesty or gross negligence of the
Executive in the performance of his duties;


(vi)               conduct on the part of the Executive which
brings public discredit to the Bancorp, Bank or EB


(vii)            Executive’s breach of fiduciary duty involving
personal profit; or


(viii)        Executive’s loss or non-renewal of insurance license.



 A-5
 









(ix)                 Executive’s removal or prohibition from being
an institutional-affiliated party by a final order of an appropriate federal
banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act or
by the Pennsylvania Department of Banking Commission pursuant to state law.


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


(c)                      Notwithstanding the provisions of Section 3(a)
of this Agreement, this Agreement
shall terminate automatically upon
Executive’s voluntary termination of employment (other than in accordance with Section 5 of this Agreement), retirement at Executive’s
election, or Executive’s death,
and Executive’s rights under this Agreement
shall cease as of the date of such voluntary termination, retirement at Executive’s election, or death; provided, however, that if Executive
dies after Executive delivers a
Notice of Termination (as defined in
Section 5(a) of this Agreement), the provisions of Section 13(b) of this Agreement shall apply.


(d)                     Notwithstanding the provisions of Section 3(a)
of this Agreement, this Agreement
shall terminate automatically upon
Executive’s disability and Executive’s rights under this Agreement shall cease as of the date of
such termination; provided, however,
that if Executive becomes
disabled after Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement), Executive shall nevertheless be
absolutely entitled to receive
all of the compensation and benefits provided for in, and for the term set forth in, Section 6 of this Agreement. For purposes of this
Agreement, disability shall mean
Executive’s incapacitation by accident,
sickness or otherwise which renders Executive mentally or physically incapable of performing the services required of Executive for the entire
period of six (6) consecutive
months.


(e)                      Executive agrees that in the event his
employment under this Agreement
is terminated, Executive shall resign as a director of E&B and Bancorp, or any affiliate or subsidiary thereof, if he is then serving as a
director of any of such entities.


4. Employment Period Compensation.


(a)                      Salary. For services performed by Executive
under this Agreement, E&B
shall pay Executive an Annual Base Salary in the aggregate during the Employment Period at the rate of Two Hundred Thirty Thousand ($230,000)
Dollars per year, payable at the
same times as salaries are payable
to other executive employees of E&B. E&B may, from time to time, increase Executive’s Annual
Base Salary, and any and all such
increases shall be deemed to
constitute amendments to this Section 4(a) to reflect the increased amounts, effective as of the
date



 A-6
 









established for such increases by the Board of
Directors of E&B or any committee of such Board in the resolutions authorizing
such increases.


(b)                     Commission. Executive shall receive scheduled
commission payments based on the
formula as set forth in Exhibit A hereto.
It is strictly understood and agreed that any commissions earned by Executive shall not be offset by any salary payments received under subsection
(a) of this Section 4. In the
event of termination of Executive for
any reason whatsoever, any commissions earned up to the date of termination will be paid to
Executive on the same commission
schedule. Notwithstanding the foregoing, if it is determined by Bancorp or E&B, in their sole discretion, that there are misrepresentations
or other material defects in an
insurance transaction by Executive
which would disqualify the insurance transaction, the Executive shall forfeit any and all commissions earned on such insurance
transaction.


(c)                      Bonus. For services performed by Executive
under this Agreement, Executive
shall be entitled to receive a bonus
based upon the attainment of certain goals which such goals will be agreed upon annually by the Executive and the Board of Directors of E&B and
Bancorp. The payment of any such
bonuses shall not reduce or otherwise
affect any other obligation of E&B to Executive provided for in this Agreement.


(d)                     Vacations. During the term of this Agreement,
Executive shall be entitled to
paid annual vacation in accordance with
the policies established for senior executives at Bancorp. However, Executive shall not be
entitled to receive any
additional compensation from E&B for failure to take a vacation, nor shall Executive be able to accumulate unused vacation time from one year
to the next, except to the extent
authorized by the Board of Directors
of E&B.


(e)                      Automobile. During the term of this Agreement,
E&B shall provide Executive
with exclusive use of an automobile mutually agreed upon by Bank and E&B. E&B shall be responsible and shall pay for all costs of
insurance coverage, repairs,
maintenance and other operating and incidental expenses, including license, fuel and oil. E&B shall provide Executive with a
replacement automobile at
approximately the time Executive’s automobile
reaches three (3) years of age or 50,000 miles, whichever is first, and approximately every three (3) years or 50,000 miles thereafter, upon the
same terms and conditions.


(f)                        Employee Benefit Plans. During the term of
this Agreement, Executive shall
be entitled to participate in and
receive the benefits of any Employee Benefit Plan currently in effect at E&B, until such
time that the Board of Directors
of E&B authorize a change in such benefits. Nothing paid to Executive under any plan or arrangement presently in effect or made
available in the future shall be
deemed to be in lieu of the salary payable
to Executive pursuant to Section 4(a) hereof.



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(g)                     1999 Stock Options. Bancorp agrees to prepare
and submit to its shareholders,
in connection with its 1999 Annual Meeting
of Shareholders, a stock option plan providing for the grant of stock options to key employees of Bank and E&B. Executive shall be granted stock
options to purchase such number
of whole shares of the Common Stock of Bancorp equal to the quotient of (x) $700,000 divided by (y) the Closing Market Price of the Common
Stock of Bancorp as defined in
Section 2.01(d) of the Merger Agreement,
effective upon the date of shareholder approval of such plan, at an exercise price equal to the fair market value of such shares on the date
of grant. Such options shall be
subject to a five (5) year vesting provision,
with 1/5 of the total number of options vesting on the first annual anniversary of your employment with Bank and E&B and an
additional 1/5 of the total
number of options vesting on each subsequent annual anniversary date thereafter. Such options will provide for a term of ten years.
Notwithstanding the foregoing, in
the event of a Change in Control as defined in Section 5(b) of this Agreement, the stock options will automatically become fully
vested.


5. Termination of Employment Following Change in Control.


(a)                      If a Change in Control (as defined in Section
5(b) of this Agreement) shall occur and if thereafter at any time during the
term of this Agreement there shall be:


(i)                       any involuntary termination of Executive’s employment
(other than for the reasons set forth in Section 3(b) or 3(d) of this
Agreement);


(ii)                   any reduction in Executive’s title, responsibilities,
including reporting responsibilities, or authority, including such title,
responsibilities or authority as such title, responsibilities or authority may
be increased from time to time during the term of this Agreement;


(iii)                the assignment to Executive of duties
inconsistent with Executive’s office on the date of the Change in Control or as
the same may be increased from time to time after the Change in Control;


(iv)                 any reassignment of Executive to a location greater
than fifty (50) miles from the location of Executive’s office on the date of
the Change in Control;


(v)                    any reduction in Executive’s Annual Base
Salary in effect on the date of the Change in Control or as the same may be
increased from time to time after the Change in Control;


(vi)                any failure to continue Executive’s
participation in any of E&B’s commission compensation or bonus plans in
which Executive



 A-8
 









participated at the time of
the Change in Control or any change or amendment to any provisions of any of
such plans which would materially decrease the potential benefits to Executive
under any of such plans;


(vii)            any failure to provide Executive with benefits
at least as favorable as those enjoyed by Executive under any of E&B’s
retirement or pension, life insurance, medical, health and accident, disability
or other employee plans in which Executive participated at the time of the
Change in Control, or the taking of any action that would materially reduce any
of such benefits in effect at the time of the Change in Control;


(viii)        any requirement that Executive travel in performance of his duties on behalf of E&B for a significantly greater period of time during
any year than was required of
Executive during the year
preceding the year in which the Change in Control occurred; or


(ix)                 any sustained pattern of interruption or disruption
of Executive for matters substantially unrelated to Executive’s discharge of
Executive’s duties on behalf of E&B.


then,
at the option of Executive, exercisable by Executive within one hundred  twenty (120) days of the occurrence of any of
the foregoing events, Executive may
resign from employment with E&B (or, if involuntarily terminated, give notice of intention to collect benefits
under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Bank and E&B and
the provisions of Section 6 of
this Agreement shall apply.


(b)                     As used in this Agreement, “Change in Control”
shall mean the occurrence of any of the following:


(i)                       (A) a merger, consolidation or division
involving Bancorp, (B) a sale,
exchange, transfer or other disposition
of substantially all of the assets of Bancorp, or (C) a purchase by Bancorp of substantially all of the assets of another entity, unless (x) such merger, consolidation,
division, sale, exchange,
transfer, purchase or disposition is
approved in advance by seventy percent (70%) or more of the members of the Board of Directors of Bancorp who are not interested in the
transaction and (y) a majority of
the members of the Board of Directors
of the legal entity resulting from or existing after any such transaction and of the Board of Directors of such entity’s parent corporation, if any, are former members
of the Board of Directors of
Bancorp; or


(ii)                   any other change in control of Bancorp similar
in effect to any of the foregoing.



 A-9
 









6. Rights in Event of Termination of Employment Following Change in Control.


(a)                      In the event that Executive delivers a Notice
of Termination (as defined in
Section 5(a) of this Agreement)
to Bancorp and E&B, Executive shall be absolutely entitled to receive the compensation and benefits set forth below:


(i)                       If, at the time of termination of Executive’s employment, a “Tax Change” (as defined
in Section 6(a)(iii) of this
Agreement) has also occurred, E&B
shall make, in the aggregate, a lump sum cash payment to Executive no later than thirty (30) days following the date of such termination in
an amount equal to and no greater
than two [2.0] times the
Executive’s Annual Base Salary, as defined
in subsection (a) of Section 4, in effect on the date of termination of employment.


(ii)                   If, at the time of termination of Executive’s employment, a “Tax Change” has not
occurred, E&B shall make a
lump sum cash payment to Executive no later than thirty (30) days following the date of such termination in an amount equal to and no greater than two [2.0] times the
Executive’s Annual Base Salary,
as defined in subsection (a) of
Section 4, in effect on the date of termination of employment.


(iii)                For purposes of this Agreement, “Tax Change”
means a change (A) in the
ownership or effective control of
Bancorp or (B) in the ownership of a substantial portion of the assets of Bancorp, determined pursuant to regulations promulgated under Section 280G of the Code. Such
term also means any similar
change with respect to Bank or E&B
or an affiliate, to the extent provided in such regulations.


(iv)                To the extent benefits become payable under Section 6(a)(i) or Section 6(a)(ii) by
reason of Executive’s termination
of employment on or after his
attainment of age 621/2, the following amount, if less than the amount calculated under the relevant section, shall be paid within thirty
(30) days of such termination in
lieu of the amount otherwise
payable.


(v)                    Notwithstanding the foregoing, if any portion
of the payment due pursuant to
this Section 6 is found to
violate any of the proscriptions in Section 359 of the Federal Deposit Insurance Corporation Rules and Regulations, then
E&B shall not be obligated to
make such payment found to be violated.



 A-10
 









 


	
  If Termination Occurs

  	
   

  	
  Percentage of Annual Base

  Salary Payable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after 62
  1/2 but before age 63

  	
   

  	
  200

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after 63
  but before age 63 1/2

  	
   

  	
  200

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after age
  63 1/2 but before age 64

  	
   

  	
  150

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after 64
  but before age 64 1/2

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after age
  64 1/2 but before age 65

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  On or after age 65

  	
   

  	
  0

  	
  %

  



 


For
purposes of this paragraph, the term “Annual Base Salary” shall mean the Executive’s
annual salary, as defined in subsection (a) of Section 4, in effect on the date
of termination of employment.


(b)                     Executive shall not be required to mitigate
the amount of any payment
provided for in this Section 6 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 6
shall not be reduced by any
compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the
date of termination of employment
or otherwise.


7. Rights in Event of Termination of Employment Absent Change in Control.


(a)                      In the event that Executive’s employment is involuntarily terminated by E&B
without Cause and no Change in
Control shall have occurred at the date of such termination, E&B shall pay (or cause to be paid), in the aggregate, to Executive in cash, in an
amount equal to the Executive’s
Annual Base Salary in effect on the
date of termination for the remainder of the then existing Employment Term, paid at the same
intervals as the salary is
payable under Subsection (a) of Section 4. Notwithstanding the preceding sentence, in the event that the payment described in the preceding
sentence, when added to all other
amounts or benefits provided to or
on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code
Section 4999, such sum would be
retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with
calculations of E&B’s
independent auditors, Executive shall remit to E&B the amount of the reduction plus such interest as may be necessary to avoid the imposition of
such excise tax.


(b)                     Executive shall not be required to mitigate
the amount of any payment provided for in this Section 7 by seeking other
employment or



 A-11
 









otherwise. The amount of payment or the
benefit provided  for in
this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to
receive any retirement or other
benefits after the date of termination
of employment or otherwise.


(c)                      To the extent benefits become payable under
this Section 7 by reason of
termination of Executive’s employment on or after his attainment of age 621/2 , the amounts set forth in Section 6(a)(iv), if less than the
amounts payable under this
Section 7, shall be paid within thirty
(30) days of such termination in lieu of the amount otherwise payable under this Section 7.


(d)                     The amounts payable pursuant to this Section 7
shall constitute Executive’s sole and exclusive remedy in the event of
involuntary termination of Executive’s employment by E&B in the absence of
a Change in Control.


8. Covenant Not to Compete.


(a)                      Executive hereby acknowledges and recognizes
the highly competitive nature of the business of Bancorp, Bank and E&B and
accordingly agrees that, during and for the applicable period set forth in
Section 8(c) hereof, Executive shall not:


(i)                       be engaged, directly or indirectly, either for
his own account or as agent,
consultant, employee, partner,
officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or
otherwise of any person, firm,
corporation or enterprise engaged
in (1) the banking (including bank holding company) or financial services industry, or (2) the insurance agency or brokerage industry, or
(3) any other activity in which
Bancorp, Bank or E&B or any
of its subsidiaries is engaged during the Employment Period, in any county in which, at any time during the Employment Period or at the
date of termination of the
Executive’s employment, a branch,
office or other facility of Bancorp, Bank or E&B or any of its subsidiaries is located, or in any county contiguous to such a county, including contiguous counties located
outside of the Commonwealth of
Pennsylvania (the “Non-Competition
Area”); or


(ii)                   provide financial or other assistance to any person, firm, corporation, or enterprise
engaged in (1) the banking
(including bank holding company)
or financial services industry, or (2) the insurance agency or brokerage industry, or (3) any other activity in which Bank or E&B or
any of their subsidiaries are
engaged during the Employment
Period, in the Non-Competition Area; or



 A-12
 









(iii)                solicit current and former customers of
Bancorp, Bank or E&B in the Non-Competition Area.


(b)                     It is expressly understood and agreed that,
although Executive and Bancorp,
Bank and E&B consider the restrictions
contained in Section 8(a) hereof reasonable for the purpose of preserving for Bancorp, Bank and E&B and their subsidiaries their good will and
other proprietary rights, if a
final judicial determination is made
by a court having jurisdiction that the time or territory or any other restriction contained in Section 8(a) hereof is an unreasonable or otherwise unenforceable restriction against
Executive, the provisions of
Section 8(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other
extent as such court may
judicially determine or indicate to be reasonable.


(c)                      The provisions of this Section 8 shall be
applicable commencing on the date of this Agreement and ending on one of the
following dates, as applicable:


(i)                       if Executive’s employment terminates in
accordance with the provisions of
Section 3 (other than Section
3(b) relating to termination for Cause), the same date as the ending date of the then existing Employment Period;


(ii)                   if Executive’s employment terminates in
accordance with the provisions of
Section 3(b) of this Agreement
(relating to termination for Cause), the second anniversary date of the effective date of termination of employment; or


(iii)                if the Executive voluntarily terminates his employment in accordance with the
provisions of Section 5 hereof,
the second anniversary date of the
effective date of termination of employment.


(iv)                If the Executive’s employment is involuntarily terminated in accordance with the
provisions of Section 7, the same
date as the ending date of the then
existing Employment Period.


9. Unauthorized Disclosure. During the term of his employment  hereunder, or at any later time, the Executive
shall not, without the written consent
of the Board of Directors of the Bancorp, Bank and E&B or a person authorized thereby, knowingly disclose to any
person, other than an employee of the
Bancorp and E&B or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance
by the Executive of his duties as an
executive of E&B, any material confidential information obtained by him
while in the employ of E&B
with respect to any of Bancorp’s, Bank’s and E&B’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 Bancorp, Bank
or EB provided, however, that confidential
information shall not include any information known generally to the



 A-13
 









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 of a business similar to
that conducted by Bancorp, Bank or E&B
or any information that must be disclosed as required by law.


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 Bancorp and E&B, in the case of notices to
Bancorp and E&B.


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 an executive officer specifically
designated by the Board of
Directors of E&B. 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 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 Bancorp, Bank and
E&B to any successor in interest to their respective businesses.


13. Entire Agreement. This Agreement contains the entire agreement of
the parties relating to the subject matter of this Agreement.


14. Successors, Binding Agreement.


(a)                      Bancorp, Bank and E&B will require any
successor (whether direct or
indirect, by purchase, merger, consolidation,
or otherwise) to all or substantially all of the businesses and/or assets of Bancorp, Bank and E&B to expressly assume and agree to perform this
Agreement in the same manner and
to the same extent that Bancorp, Bank
and E&B would be required to perform it if no such succession had taken place. Failure by Bancorp
and E&B to obtain such
assumption and agreement prior to the effectiveness of any such succession shall constitute a breach of this Agreement and the provisions of
Section 3 of this Agreement shall
apply. As used in this Agreement,
“Bancorp”, “Bank” and “E&B” shall mean Bancorp, Bank and E&B as defined previously and any successor to their respective businesses
and/or assets as aforesaid which
assumes and agrees to perform this Agreement
by operation of law or otherwise.


(b)                     This Agreement shall inure to the benefit of
and be enforceable by Executive’s
personal or legal representatives,
executors, administrators, heirs, distributees,
devisees and legatees. If Executive should die after a Notice of Termination is delivered by Executive, or following termination of
Executive’s employment without
Cause, and any amounts would be payable
to Executive under this Agreement if Cause, and any amounts would be payable to Executive under this Agreement



 A-14
 









if Executive had continued to live, all such
amounts  shall be paid in
accordance with the terms of this Agreement
to Executive’s devisee, legatee, or other designee, or, if there is no such designee, to Executive’s estate.


15. Damages for Breach of Contract. In the event of a breach of this
Agreement by either the Bancorp,
E&B or Executive resulting in damages to another party to this Agreement, that party may recover from the party
breaching the Agreement only
those damages as set forth herein. In the event any dispute arises regarding this Agreement, each party
shall bear its own attorney’s fees and
costs.


16. 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.


17. 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.


18. 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:

  	
   

  	
  FIRST LEESPORT BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Jenette L.
  Eck

  	
   

  	
  By

  	
  /s/ Raymond H. Melcher,
  Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Bancorp”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ESSICK & BARR, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Michael D.
  Hughes

  	
   

  	
  By

  	
  /s/ Charles J. Hopkins

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “E&B”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Charles J.
  Hopkins

  
	
   

  	
   

  	
  Charles J.
  Hopkins

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Executive”

  



 



 A-15