torchioemploymentagreeme






                             NORTHWEST BANK                      AND NORTHWEST BANCSHARES, INC.                          EMPLOYMENT AGREEMENT                                      FOR                                 Louis J. Torchio         This Agreement is made effective as of the 7th day of April, 2020 (“Effective Date”) by  and between (i) Northwest Bank (the “Bank”), a Pennsylvania-chartered stock savings bank and  Northwest Bancshares,  Inc.,  a  Maryland  corporation  (the  “Company”),  each  with  its  principal  administrative office at 100 Liberty Street, Warren, Pennsylvania 16365, (all collectively referred  to as “Employer”) and (ii) Louis J. Torchio (the “Executive”).         WHEREAS, the Employer and the Executive entered into a change in control agreement  dated January 1, 2018 (“Prior Agreement”), pursuant to which the Executive was employed as an  officer of the Employer; and         WHEREAS, the Employer believes it is in the best interests of the Employer to enter into  a  new  employment  agreement  (the  “Agreement”),  which  replaces  the Prior Agreement  in  its  entirety and                WHEREAS, the parties hereto desire to set forth the terms of the revised Agreement and  the continuing employment relationship of the Employer and the Executive.           NOW, THEREFORE, in consideration of the mutual covenants herein contained, and  upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:   1.    POSITION AND RESPONSIBILITIES         During the period of his employment hereunder, the Executive agrees to serve as Senior  Executive Vice President of Retail Lending.   During said period, Executive also agrees to serve,  if elected, as an officer and director of any subsidiary or affiliate of the Employer.    2.    TERMS AND DUTIES               (a) The period of the Executive’s employment under this Agreement shall begin as  of the Effective Date and shall continue for twenty-four (24) month periods as set forth herein.   Commencing on November 1, 2020 (“Anniversary Date”) and continuing on each Anniversary  Date thereafter, this Agreement shall renew for an additional twelve (12) months such that the  remaining term shall be twenty-four (24) months from the applicable November 1, unless written  notice of non-renewal (“Non-Renewal Notice”) is provided to the Executive at least thirty (30)  days and not more than sixty (60) days prior to any such Anniversary Date, that this Agreement  shall not be renewed. If a Non-Renewal Notice is given, the Agreement shall expire twelve (12)  months  following  the Anniversary  Date.   Prior  to  each  notice  period  for  non-renewal,  the  disinterested members of the Compensation Committee of the Board of Directors of the Company  (“Committee”) will conduct a comprehensive performance evaluation and review of the Executive  for purposes of determining whether to extend the Agreement, and the results thereof shall be  included in the minutes of the Committee’s meeting.  The failure of the disinterested members of  the Committee to take the actions set forth herein before any Anniversary Date will result in the  automatic non-renewal of this Agreement.  If the Committee fails to inform the Executive of its    {Clients/1059/00214170.DOC/2 }       





 






determination regarding the renewal or non-renewal of this Agreement, the Executive may request,  in writing, the results of the Committee’s action (or non-action) and the Committee Board shall,  within thirty (30) days of the receipt of such request, provide a written response to the Executive.   Reference  herein  to  the  term  of  this  Agreement shall  refer  to  both  such  initial  term  and  such  extended terms.                (b) During the period of his employment hereunder, except for periods of absence  occasioned  by  illness,  reasonable  vacation  periods,  and  reasonable  leaves  of  absence, the  Executive  shall  faithfully  perform  his  duties  hereunder,  to  the  best  of  his  abilities,  including  activities and services related to the organization, operation and management of the Employer.   3.    COMPENSATION AND REIMBURSEMENT               (a) The compensation specified under this Agreement shall constitute the salary  and benefits paid for the duties described in Section 1. The Employer shall pay the Executive as  compensation a salary of not less than $350,000 per year (“Base Salary”). Such Base Salary shall  be payable biweekly. During the period of this Agreement, the Executive’s Base Salary shall be  reviewed at least annually. Such review shall be conducted by the Committee, and the Committee  may increase, but not decrease, the Executive’s Base Salary other than pursuant to an employer- wide reduction of compensation of all officers of the Employer and not in excess of the average  percentage of the employer-wide reduction (any increase in Base Salary shall become the “Base  Salary” for purposes of this Agreement). In addition to the Base Salary provided in this Section  3(a),  the  Employer  shall  provide the Executive  with  all  such  other  benefits  as  are  provided  uniformly to executive officers of the Employer.               (b) The  Employer  will  provide the Executive  with  employee  benefit  plans,  arrangements  and  perquisites  substantially  equivalent  to  those  in  which the Executive  was  participating or otherwise deriving benefit from immediately prior to the beginning of the term of  this Agreement, and the Employer will not, without the Executive’s prior written consent, make  any  changes  to  such  plans,  arrangements  or  perquisites  which  would  adversely  affect the  Executive’s  rights  or  benefits  thereunder,  unless  any  such  change  is  broad-based  and  affects  substantially  all  executive  officers  of  the  Employer.  Without  limiting  the  generality  of  the  foregoing  provisions  of  this  Subsection  (b), the Executive  will  be  entitled  to  participate  in  or  receive benefits under any employee benefit plans including but not limited to the retirement plan,  401(k) plan, supplemental pension plan, disability plans, medical and dental coverage or any other  employee benefit plan or arrangement made available by the Employer in the future to its senior  executives and key management employees, subject to and on a basis consistent with the terms,  conditions and  overall  administration  of  such  plans  and  arrangements. The Executive  will  be  entitled to incentive compensation and bonuses as provided in any plan of the Employer in which  the Executive is  eligible to  participate. Nothing  paid  to  the Executive under any such plan or  arrangement will be deemed to be in lieu of other compensation to which the Executive is entitled  under this Agreement.               (c) In addition to the Base Salary provided for by paragraph (a) of this Section 3,  the Employer shall pay or reimburse the Executive for all reasonable travel and other reasonable  expenses  incurred  by the Executive  performing  his  obligations  under  this  Agreement, upon  substantiation  of  such  expenses  in  accordance  with  applicable  policies  and  procedures  of the  Employer.  All reimbursements pursuant to this Section shall be paid promptly by the Employer  and in any event no later than sixty (60) days following the date on which the expense was incurred.                                          2      





 






The Employer may provide such additional compensation in such form and such amounts as the  Committee may from time to time determine.               (d) Compensation and reimbursement to be paid pursuant to paragraphs (a), (b) and  (c) of this Section 3 shall be paid by the Bank and the Company, respectively, on a pro rata basis,  based upon the amount of service the Executive devotes to the Bank and Company, respectively.               (e) To  the  extent  not  specifically  set  forth  in  this  Section  3,  any  compensation  payable or provided under this Section 3 shall be paid or provided no later than two and one-half  (2.5) months  after  the  calendar  year  in  which  such  compensation  is  no  longer  subject  to  a  substantial risk of forfeiture within the meaning of Treasury Regulation Section 1.409A-1(d).   4.    PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION               (a) The provisions of this Section shall apply upon the occurrence of an Event of  Termination (as herein defined) during the Executive’s term of employment under this Agreement.  As used in this Agreement, an “Event of Termination” shall mean and include any one or more of  the following:                     (i)   the  termination  by  the  Employer  of the Executive’s  full-time  employment hereunder for any reason other than (A) Disability as defined in Section 5 below, or  (B) Termination for Just Cause as defined in Section 6 hereof; or                     (ii)  the Executive’s resignation from the Employer’s employ, upon any  of the following (“Good Reason”):                     (A) reduction in the Executive’s Base Salary or a reduction in the benefits              and perquisites to the Executive from those being provided as of the Effective Date              of this Agreement, provided however that a reduction in benefits or perquisites that              is broad based and affects substantially all executives of the Employer shall not be              deemed an Event of Termination hereunder unless such reduction in benefits or              perquisites occurs coincident with or following a Change in Control,                     (B) change  in the Executive’s  function,  duties,  or  responsibilities,  which              change would cause the Executive’s position to become one of lesser responsibility,              importance, or scope from the position described in Section 1, above,                     (C) a relocation of the Executive’s principal place of employment by more              than thirty (30) miles from its location as of the Effective Date of this Agreement,              or                     (D) liquidation  or  dissolution  of  the  Bank  or  Company  other  than              liquidations or dissolutions that are caused by reorganizations that do not affect the              status of the Executive, or                     (E) breach of this Agreement by the Bank or the Company.               Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E)  above, the Executive  shall  have  the  right  to  elect  to  terminate  his  employment  under  this  Agreement by resignation upon not less than thirty (30) days prior written notice given within a                                         3      





 






reasonable period of time not to exceed ninety (90) days after the initial event giving rise to said  right to elect.  Notwithstanding the preceding sentence, in the event of a continuing breach of this  Agreement  by  the  Bank  or  the  Company, the Executive,  after  giving  due  notice  within  the  prescribed time frame of an initial event specified above, shall not waive any of his rights solely  under this Agreement and this Section 4 by virtue of the fact that the Executive has submitted his  resignation but has remained in the employment of the Bank or the Company and is engaged in  good faith discussions to resolve any occurrence of an event described in clauses (ii) (A), (B), (C),  (D) or (E) above.  The Employer shall have at least thirty (30) days to remedy any condition set  forth in clause (ii) (A) through (E), provided, however, that the Employer shall be entitled to waive  such period and make an immediate payment hereunder.                        (iii) The Executive’s involuntary  termination  of  employment  without  Just Cause or voluntary resignation for Good Reason as described above from the Employer’s  employ on the effective date of, or within twenty-four (24) months following, a Change in Control  during the term of this Agreement. For these purposes, a Change in Control of the Bank or the  Company shall mean a change in control of a nature that:                      (A)   would be required to be reported in response to Item 5.01 of the              current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13              or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or                     (B)   results in a Change in Control of the Bank or the Company within              the meaning of the Home Owners’ Loan Act, as amended, and applicable rules and              regulations  promulgated  thereunder,  as  in  effect  at  the  time  of  the  Change  in              Control (collectively, the “HOLA”); or                     (C)   without limitation such a Change in Control shall be deemed to have              occurred at such time as                         (a)  any “person” (as the term is used in Sections 13(d) and 14(d) of                            the  Exchange  Act), is  or  becomes  the  “beneficial  owner”  (as                            defined  in Rule  13d-3  under  the  Exchange  Act),  directly  or                            indirectly,  of  securities  of  the  Company  representing  25%  or                            more of the combined voting power of Company’s outstanding                            securities except for any securities purchased by the Company or                            Bank for any Company or Bank stock benefit plan; or                         (b)  individuals  who  constitute  the  Board of  Directors on  the  date                            hereof (the “Incumbent Board”) cease for any reason to constitute                            at least a majority thereof, provided that any person becoming a                            director  subsequent  to  the  date  hereof  whose  election  was                            approved  by  a  vote  of  at  least  three  quarters  of  the  directors                            comprising  the  Incumbent  Board,  or  whose  nomination  for                            election  by  the  Company’s  stockholders  was  approved  by  the                            same Nominating Committee serving under an Incumbent Board,                            shall be, for purposes of this clause (b), considered as though he                            were a member of the Incumbent Board; or                                           4      





 






                     (c)  a  plan  of  reorganization,  merger,  consolidation,  sale  of  all  or                            substantially all the assets of the Bank or the Company or similar                            transaction in which the Bank or Company is not the surviving                            institution occurs; or                         (d)  a  proxy  statement  soliciting  proxies  from  stockholders  of  the                            Company, by someone other than the current management of the                            Company,  seeking  stockholder  approval  of  a  plan  of                            reorganization,  merger  or  consolidation  of  the  Company  or                            similar  transaction  with  one  or  more  corporations  or  financial                            institutions, and as a result of such proxy solicitation, a plan of                            reorganization,  merger  consolidation  or  similar  transaction                            involving the Company is approved by the Company’s Board of                            Directors or the requisite vote of the Company’s stockholders; or                         (e)  a tender offer is made for 25% or more of the voting securities of                            the  Company  and  the  shareholders  owning  beneficially  or  of                            record 25% or more of the outstanding securities of the Company                            have  tendered  or  offered  to  sell  their  shares  pursuant  to  such                            tender offer and such tendered shares have been accepted by the                            tender offeror.               (b)   Upon  the  occurrence  of  an  Event  of  Termination,  on  the  Date  of  Termination, as defined in Section 7, the Employer shall pay Executive, or, in the event of his  subsequent death, his estate, as the case may be, as severance pay or liquidated damages, or both,  a cash lump sum equal to the sum of (i) three (3) times the Executive’s highest rate of base salary  plus (ii) three (3) times the highest rate of cash bonus paid to the Executive during the prior three  (3) years.  Such payment shall be made in a cash lump sum and shall not be reduced in the event  the Executive obtains other employment following an Event of Termination.  All amounts payable  to the Executive shall be paid within thirty (30) days following the Date of Termination or, if the  Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), to  the extent required to avoid penalties under Code Section 409A, on the first business day of the  seventh month following the Date of Termination.                (c)   Upon the occurrence of an Event of Termination, the Employer will cause  to be continued non-taxable medical and dental coverage substantially identical to the coverage  maintained by the Employer for Executive and his eligible dependents prior to his termination.  Such coverage shall continue for thirty-six (36) months from the Date of Termination unless the  Executive  obtains  other  employment  following  termination  of  employment  under  which  substantially similar benefits are provided and in which the Executive and his eligible dependents  are eligible to participate. Notwithstanding anything herein contained to the contrary, if applicable  law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated  employees), or, if participation by the Executive or his eligible dependents is not permitted under  the terms of the applicable health plans, or if providing such benefits would subject the Employer  to  penalties, then the Employer shall pay the Executive a cash  lump sum  payment reasonably  estimated to  be equal  to the value of such non-taxable medical  and dental benefits,  with  such  payment to be made by lump sum within thirty (30) business days of the Date of Termination, or  if later, the date on which the Employer determines that such insurance coverage (or the remainder  of such insurance coverage) cannot be provided for the foregoing reasons.                                         5      





 






            (d)   Notwithstanding the foregoing, the Executive shall not be entitled to any  payments or benefits under this Section 4 unless and until the Executive executes a release of his  claims against the Bank, the Company and any affiliate, and their officers, directors, successors  and assigns, releasing said persons from any and all claims, rights, demands, causes of action,  suits, arbitrations or grievances relating to the employment relationship, including claims under  the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under  tax-qualified plans or other benefit plans in which the Executive is vested, claims for benefits  required by applicable law or claims with respect to obligations set forth in this Agreement that  survive the termination of this Agreement.  In order to comply with the requirements of Code  Section 409A and the ADEA, the release shall be provided to the Executive no later than the date  of his Separation from Service and the Executive shall have no fewer than twenty-one (21) days  to consider the release, and following the Executive’s execution of the release, the Executive shall  have seven (7) days to revoke said release.               (e)   For purposes of Section 4, “Event of Termination” as used herein shall mean  “Separation  from  Service”  as  defined  in  Code  Section  409A  and  the  Treasury  Regulations  promulgated  thereunder, provided,  however,  that  the  Employer  and the Executive  reasonably  anticipate that the level of bona fide services the Executive would perform after termination would  permanently decrease to a level that is less than 50% of the average level of bona fide services  performed (whether as an employee or an independent contractor) over the immediately preceding  36-month period.                 (f)   Notwithstanding the preceding paragraphs of this Section 4, if the aggregate  payments  or  benefits  to  be  made  or  afforded  to the Executive  under  said  paragraphs  (the  “Termination  Benefits”)  would  be  deemed  to  include  an  “excess  parachute  payment”  under  Section 280G of the Code or any successor thereto, such Termination Benefits will be reduced to  an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an  amount equal to the total amount of payments permissible under Section 280G of the Code or any  successor thereto. In the event any change in the Code or regulations thereunder should reduce the  amount of payments permissible under Section 280G of the Code in effect on the date of this  Agreement, then the Termination Benefits to be paid to the Executive shall be determined as if  such change in the Code or regulations had not been made.  The allocation of the reduction required  hereby among Termination Benefits provided by the preceding paragraphs of this Section 4 shall  be determined by the Executive, provided however that if it is determined that such election by the  Executive shall be in violation of Code Section 409A, the allocation of the required reduction shall  be pro-rata.       5.    TERMINATION UPON DISABILITY OR DEATH               (a)   “Disability” or “Disabled” shall be construed to comply with Code Section  409A and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial  gainful activity by reason of any medically determinable physical or mental impairment that can  be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by  reason of any medically determinable physical or mental impairment that can be expected to result  in death, or last for continuous period of not less than 12 months, the Executive is receiving income  replacement benefits for a period of not less than three months under an accident and health plan  covering employees of the Employer; or (iii) the Executive is determined to be totally disabled by  the Social Security Administration.  The Executive shall be entitled to receive benefits under any                                         6      





 






short or long-term disability plan maintained by the Employer.  To extent that such benefits are  less than the Executive’s Base Salary, the Employer shall pay the Executive an amount equal to  the difference between such disability plan benefits and the amount of the Executive’s Base Salary  for the longer of (i) the remaining term of this Agreement, or (ii) one year following the termination  of  his  employment  due  to  Disability.   Accordingly,  any  payments  required  hereunder  shall  commence within thirty (30) days from the Date of Termination.               (b)   In the event of the Executive’s death during the term of the Agreement, his  estate shall be paid the Executive’s Base Salary as defined in Paragraph 3(a) at the rate in effect at  the time the Executive’s death in accordance with its regular payroll practice for a period of one  (1)  year  from  the  date  of  the  Executive’s  death,  and  the  Employer  will  continue  to  provide  nontaxable  medical  and  dental  benefits  previously  provided  for  the  Executive’s eligible  dependents for  three  (3)  years  after  the  Executive’s  death. Notwithstanding  anything  herein  contained  to  the  contrary,  if  applicable  law  (including,  but  not  limited  to,  laws  prohibiting  discriminating in favor of highly compensated employees), or, if participation by the Executive’s  eligible dependents is not permitted under the terms of the applicable health plans, or if providing  such benefits would subject the Employer to penalties, then the Employer shall pay the Executive’s  surviving spouse or surviving eligible dependents a cash lump sum payment reasonably estimated  to be equal to the value of such non-taxable medical and dental benefits, with such payment to be  made by lump sum within thirty (30) business days of the Executive’s death, or if later, the date  on  which  the Employer determines  that  such insurance  coverage  (or  the  remainder  of  such  insurance coverage) cannot be provided for the foregoing reasons.   6.    TERMINATION FOR CAUSE         “Termination for Just Cause” shall mean termination because of the Executive’s personal  dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional  failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic  violations or similar offenses) or final cease-and-desist order, or material breach of any provision  of this Agreement. In determining incompetence, the acts or omissions shall be measured against  standards generally prevailing in the savings institutions industry. For purposes of this paragraph,  no act or failure to act on the part of the Executive shall be considered “willful” unless done, or  omitted to  be done, by the Executive not  in  good faith  and without reasonable belief that the  Executive’s action or omission was in the best interest of the Employer.          Notwithstanding the foregoing, the Executive shall not be deemed to have been Terminated  for Just Cause unless and until there shall have been delivered to him a copy of a resolution duly  adopted by the affirmative vote of not less than three-fourths of the members of the Committee  at  a meeting of the Committee  called and held for that purpose (after reasonable notice to Executive  and an opportunity for him, together with counsel, to be heard before the Committee), finding that  in  the  good  faith  opinion  of  the Committee, the Executive  was  guilty  of  conduct  justifying  Termination for Just Cause and specifying the particulars thereof in detail. The Executive shall not  have the right to receive compensation or other benefits for any period after Termination for Just  Cause. Any stock benefits granted to the Executive under any stock benefit plan of the Employer  or any subsidiary or affiliate thereof, that have not yet vested shall become null and void effective  upon the Executive’s receipt of Notice of Termination for Just Cause pursuant to Section 7 hereof,  and shall not be exercisable by the Executive at any time subsequent to such Termination for Just  Cause.                                         7      





 






7.    NOTICE               (a)   Any purported termination by the Bank, the Company, or by the Executive  shall be communicated by Notice of Termination to the other party hereto. For purposes of this  Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific  termination provision in this Agreement relied upon and shall set forth in reasonable detail the  facts and circumstances claimed to provide a basis for termination of the Executive’s employment  under the provision so indicated.               (b)   “Date of Termination” shall mean (A) if the Executive’s employment is  terminated for Disability, thirty (30) days after a Notice of Termination is given (provided that he  shall not have returned to the performance of his duties on a full-time basis during such thirty (30)  day period), (B) if his employment is terminated due to the occurrence of an Event of Termination  set  forth  under Section  4,  thirty  (30)  days  after  a  Notice  of  Termination  is  given  unless  the  Employer  waives  its  right  to  cure  and  agrees  to  the  Event  of  Termination,  and  (C)  if  his  employment is terminated for any other reason, the date specified in the Notice of Termination  (which, in the case of a Termination for Just Cause, shall not be less than thirty (30) days from the  date such Notice of Termination is given).               (c)   If, within thirty (30) days after any Notice of Termination is given, the party  receiving such Notice of Termination notifies the other party that a dispute exists concerning the  termination, except upon the voluntary termination by the Executive in which case the Date of  Termination shall be the date specified in the Notice, the Date of Termination shall be the date on  which the dispute is finally determined, either by mutual written agreement of the parties, by a  binding  arbitration  award,  or  by  a  final  judgment,  order  or  decree  of  a  court  of  competent  jurisdiction (the time for appeal having expired and no appeal having been perfected) and provided  further that the Date of Termination shall be extended by a notice of dispute only if such notice is  given in good faith and the party giving such notice pursues the resolution of such dispute with  reasonable  diligence.  Notwithstanding  the  pendency  of  any  such  dispute,  the  Employer  will  continue to pay the Executive his full compensation in effect when the notice giving rise to the  dispute was given (including, but not limited to, Base Salary) and continue the Executive as a  participant in all compensation, benefit and insurance plans in which he was participating when  the  notice  of  dispute  was  given,  until  the  dispute  is  finally  resolved  in  accordance  with  this  Agreement, provided such dispute is resolved within the term of this Agreement. If such dispute  is not resolved within the term of the Agreement, the Employer shall not be obligated, upon final  resolution of such dispute, to pay the Executive compensation and other payments accruing beyond  the term of the Agreement. Amounts paid under this Section shall be offset against or reduce any  other amounts due under this Agreement.   8.    POST-TERMINATION OBLIGATIONS               (a)   All payments and benefits to the Executive under this Agreement shall be  subject to Executive’s compliance with paragraph (b) of this Section 8 during the term of this  Agreement and for two (2) full years after the expiration or termination hereof.               (b)   Executive  shall,  upon  reasonable  notice,  furnish  such  information  and  assistance to the Employer as may reasonably be required by the Employer in connection with any  litigation in which it or any of its subsidiaries or affiliates is, or may become, a party.                                         8      





 






9.    NON-COMPETITION               (a)   Upon any termination (whether voluntary or involuntary) of the Executive’s  employment, other than a termination (whether voluntary or involuntary) in connection with a  Change in Control, the Executive agrees not to compete with the Bank and the Company for a  period  of  one  (1)  year  following  such  termination  within fifty  (50) miles of the  Executive’s  principal place of employment. The Executive agrees that during such period, the Executive shall  not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose  business materially competes with the depository, lending or other business activities of the Bank  and/or the Company within fifty (50) miles of the Executive’s principal place of employment. The  parties hereto, recognizing that irreparable injury will result to the Bank and/or the Company, its  business and property in the event of the Executive’s breach of this Subsection 9(a) agree that in  the event of any such breach by the Executive, the Bank and/or the Company will be entitled, in  addition to any other remedies and damages available, to an injunction to restrain the violation  hereof by the Executive. The Executive represents and admits that the Executive’s experience and  capabilities are such that the Executive can obtain employment in a business engaged in other lines  and/or of a different nature than the Bank and/or the Company, and that the enforcement of a  remedy by way of injunction will not prevent the Executive from earning a livelihood. Nothing  herein will be construed as prohibiting the Bank and/or the Company from pursuing any other  remedies available to the Bank and/or the Company for such breach or threatened breach, including  the recovery of damages from the Executive.         (b)   The Executive recognizes and acknowledges that the knowledge of the business  activities and plans for business activities of the Bank, the Company and affiliates thereof, as it  may exist from time to time, is a valuable, special and unique asset of the business of the Bank  and the Company. The Executive will not, during or after the term of his employment, disclose  any knowledge of the past, present, planned or considered business activities of the Bank, the  Company or affiliates thereof to any person, firm, corporation, or other entity for any reason or  purpose whatsoever (except for such disclosure as may be required to be provided to any federal  banking agency with jurisdiction over, the Bank, the Company or the Executive).  Notwithstanding the foregoing, the Executive may disclose any knowledge of banking, financial  and/or economic principles, concepts or ideas which are not solely and exclusively derived from  the business plans and activities of the Bank or the Company, and the Executive may disclose  any information regarding the Bank or the Company which is otherwise publicly available. In the  event of a breach or threatened breach by the Executive of the provisions of this Section 9, the  Bank and/or the Company will be entitled to an injunction restraining the Executive from  disclosing, in whole or in part, the knowledge of the past, present, planned or considered  business activities of the Bank, the Company or affiliates thereof, or from rendering any services  to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has  been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting  the Bank or the Company from pursuing any other remedies available to the Bank or the  Company for such breach or threatened breach, including the recovery of damages from the  Executive. Notwithstanding the foregoing, the parties hereto agree that nothing contained in this  Agreement limits Executive’s ability to (i) respond to lawful subpoenas in any litigation,  arbitration  or administrative proceeding, (ii) provide truthful testimony in any litigation,  arbitration or administrative proceeding, or (iii) file a charge or complaint with the Equal  Employment Opportunity Commission, the Securities and Exchange Commission, the Federal  Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any  other federal, state or local governmental agency or commission that has jurisdiction over the                                         9      





 






Bank or any parent, subsidiary or affiliate of the Bank (the “Government Agencies”). Executive  further understands that this Agreement does not limit Executive’s ability to communicate with  any Government Agencies or otherwise participate in any investigation or proceeding that may  be conducted by any Government Agency, including providing documents or other information,  without notice to the Bank. In addition, pursuant to the Defend Trade Secrets Act of 2016,  Executive understands that an individual may not be held criminally or civilly liable under any  federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in  confidence to a federal, state or local government official, either directly or indirectly, or to an  attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law;  or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other  proceeding.  Further, an individual who files a lawsuit for retaliation by an employer for  reporting a suspected violation of law may disclose the employer's trade secrets to the attorney  and use the trade secret information in the court proceeding if the individual (y) files any  document containing the trade secret under seal; and (z) does not disclose the trade secret, except  pursuant to court order.   10.   SOURCE OF PAYMENTS         All  payments  provided in  this  Agreement shall  be timely paid  in  cash,  check or direct  deposit  from  the  general  funds  of  the  Bank.  The  Company,  however,  guarantee  payment  and  provision of all amounts and benefits due hereunder to the Executive and, if such amounts and  benefits due from the Bank are not timely paid or provided by the Bank, such amounts and benefits  shall be paid or provided by the Company.   11.   EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS         This  Agreement  contains  the  entire  understanding  between  the  parties  hereto  and  supersedes any prior employment agreement between the Bank, the Company or any predecessor  of the Bank or Company and the Executive, except that this Agreement shall not affect or operate  to reduce any benefit or compensation inuring to the Executive of a kind elsewhere provided. No  provision of this Agreement shall be interpreted to mean that Executive is subject to receiving  fewer benefits than those available to him without reference to this Agreement.   12.   NO ATTACHMENT               (a)   Except  as  required  by  law,  no  right  to  receive  payments  under  this  Agreement  shall  be  subject  to  anticipation,  commutation,  alienation,  sale,  assignment,  encumbrance,  charge,  pledge,  or  hypothecation,  or  to  execution,  attachment,  levy,  or  similar  process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any  such action shall be null, void, and of no effect.               (b)   This Agreement shall be binding upon, and inure to the benefit of, Executive  and the Bank and the Company and their respective successors and assigns.      13.   MODIFICATION AND WAIVER               (a)   This Agreement may not be modified or amended except by an instrument  in writing signed by the parties hereto.                                         10      





 






            (b)   No  term  or  condition of  this  Agreement  shall  be  deemed  to  have  been  waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement,  except by written instrument of the party charged with such waiver or estoppel. No such written  waiver  shall be  deemed  a  continuing  waiver  unless  specifically  stated  therein,  and  each  such  waiver shall operate only as to the specific term or condition waived and shall not constitute a  waiver of such term or condition for the future as to any act other than that specifically waived.   14.   SEVERABILITY         If, for any reason, any provision of this Agreement, or any part of any provision, is held  invalid, such invalidity shall not affect any other provision of this Agreement or any part of such  Provision not held so invalid, and each such other provision and part thereof shall, to the full extent  consistent with law, continue in full force and effect.   15.   HEADINGS FOR REFERENCE ONLY         The headings of sections and paragraphs herein  are included solely for convenience of  reference  and shall  not  control  the  meaning  or  interpretation  of  any  of  the  provisions  of  this  Agreement.   16.   GOVERNING LAW         This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania but  only to the extent not superseded by federal law.   17.   REQUIRED PROVISIONS         Notwithstanding anything herein contained to the contrary, any payments to the Executive  by the Bank, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon  their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. § 1828(k),  and the regulations promulgated thereunder in 12 C.F.R. Part 359.   18.   ARBITRATION         Any dispute or controversy arising under or in connection with this Agreement shall be  settled exclusively by arbitration, conducted before a panel of three arbitrators sitting in a location  selected  by  the  employee  within  one  hundred  (100)  miles  from  the  location  of  the  Bank,  in  accordance with the rules of the American Arbitration Association then in effect. Judgment may  be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the  Executive shall be entitled to seek specific performance of his right to be paid until the Date of  termination during the pendency of any dispute or controversy arising under or in connection with  this Agreement.            19.   PAYMENT OF LEGAL FEES         All reasonable legal fees paid or incurred by Executive pursuant to any dispute or question  of  interpretation  relating  to  this  Agreement  shall  be  paid  or  reimbursed  by  the  Bank  or  the  Company, provided that the dispute or interpretation has been settled by Executive and the Bank                                         11      





 






or Company or resolved in the Executive’s favor, and that such reimbursement shall occur, upon  substantiation  of  such  expenses  in  accordance  with  applicable  policies  and  procedures  of the  Employer.  All reimbursements pursuant to this Section shall be paid promptly by the Employer  and in any event no later than sixty (60) days following the date on which the expense was incurred.     20.   INDEMNIFICATION         The  Employer  shall  provide the Executive  (including  his  heirs,  executors  and  administrators) with coverage under a standard directors’ and officers’ liability insurance policy  at its expense, and shall indemnify the Executive (and his heirs, executors and administrators) to  the fullest extent permitted under applicable law against all expenses and liabilities reasonably  incurred by him in connection with or arising out of any action, suit or proceeding in which he  may be involved by reason of his having been a director or officer of the Employer (whether or  not he continues to be a director or officer at the time of incurring such expenses or liabilities),  such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’  fees and the cost of reasonable settlements (such settlements must be approved by the Board of  Directors or Trustees of the Employer). If such action, suit or proceeding is brought against the  Executive in his capacity as an officer or director of the Employer, however, such indemnification  shall not extend to matters as to which the Executive is finally adjudged to be liable for willful  misconduct in the performance of his duties.   21.   SUCCESSOR TO THE BANK         The  Bank  and the Company  shall require  any successor or  assignee,  whether direct  or  indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or  assets of the Bank or the Company, expressly and unconditionally to assume and agree to perform  the Bank and/or Company’s obligations under this Agreement, in the same manner and to the same  extent that the Bank and/or the Company would be required to perform if no such succession or  assignment had taken place.                                                                     12      





 






                                         SIGNATURES         IN WITNESS WHEREOF, the Bank and the Company have caused this Agreement to  be executed by their duly authorized officers, and the Executive has signed this Agreement, on the  dates set forth below.                                            NORTHWEST BANK      April 7, 2020                       By: /s/ Ronald J. Seiffert            Date                                           NORTHWEST BANCSHARES, INC.      April 7, 2020                       By: /s/ Ronald J. Seiffert            Date                                           EXECUTIVE      April 7, 2020                       By: /s/ Louis J. Torchio                    Date                                   Louis J. Torchio                                                13