Exhibit 10.11


 


AMENDED AND
RESTATED EMPLOYMENT AGREEMENT


 


THIS AMENDED AND
RESTATED AGREEMENT is made as of the 2nd day of July 2007, among LEESPORT
FINANCIAL CORP. (“Company”), a Pennsylvania business corporation having a place
of business at 1240 Broadcasting Road, Wyomissing, Pennsylvania 19610,
ESSICK & BARR, LLC (“E&B”), a Pennsylvania limited liability
company having a place of business at 108 South Fifth Street, Reading,
Pennsylvania 19612, and MICHAEL HERR (“Employee”), an individual residing at
3304 Pequot Drive, Sinking Spring, Pennsylvania 19608.


 


WITNESSETH:


 


WHEREAS, E&B
is a licensed insurance broker and a wholly-owned subsidiary of Company;


 


WHEREAS, E&B has employed Employee in the capacity of Senior Vice
President of the Commercial Property & Casualty Division of
E&B pursuant to an
employment agreement, dated September 1, 2004 (the “Original Agreement”);


 


WHEREAS, Company 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; and


 


WHEREAS, in connection with the reorganization of the insurance operations,
Company, E&B, and Employee mutually desire to amend and restate the
Original Agreement 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 Employee and Employee
hereby accepts employment with E&B, on the terms and conditions set forth
in this Agreement.  Leesport agrees that,
throughout the Employment Period, Employee, if he so desires, shall be entitled
to serve on the Board of Directors of E&B.


 


2.  Duties of
Employee.  Employee shall perform and
discharge well and faithfully such duties as an officer of E&B as may be
assigned to Employee from time to time by the Board of Directors of
E&B.  Employee shall be employed as a
Senior Vice President of E&B, and effective July 2, 2007, the Chief
Insurance Operating 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.  Employee 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 Employee from (a) investing
Employee’s personal


 


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assets in enterprises
that do not compete with Company or E&B (or any of their affiliates); or (b) being
involved in any other activity with the prior approval of the President or
Board of Directors of E&B.


 


3.  Term of Agreement.


 


(a)          This
Agreement shall be for a period (the “Employment Period”) commencing on July 2,
2007 and ending on December 31, 2010; provided, however, that the
Employment Period shall be automatically extended on January 1, 2011 and
on January 1 of each subsequent year (each an “Annual Renewal Date”) for a
period ending three (3) years from each Annual Renewal Date unless
Company, E&B or Employee 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 Employee.  As used in this Agreement, “Cause” shall mean
any of the following:


 


(i)                       Employee’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
Employee for a period of at least thirty (30) days; or


 


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


 


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


 


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


 


(vi)                conduct
on the part of the Employee which brings public discredit to Company or
E&B; or


 


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


 


(viii)          Employee’s
loss or non-renewal of an insurance license; or


 


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


 


If this Agreement
is terminated for Cause, Employee’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 Employee’s voluntary termination of
employment (other than in accordance with Section 5 of this Agreement),
retirement at Employee’s election, or Employee’s death, and Employee’s rights
under this Agreement shall cease as of the date of such voluntary termination,
retirement at Employee’s election, or death; provided, however, that if Employee
dies after Employee delivers a Notice of Termination (as defined in Section 5(a) of
this Agreement), Employee’s estate shall be absolutely entitled to receive all
of the compensation provided for in, and for the term set forth in Section 6
of this Agreement and the provisions of Section 14(b) of this
Agreement shall apply.


 


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


 


(e)          Employee
agrees that in the event his employment under this Agreement is terminated,
Employee shall resign as a director of E&B and any of its affiliates or
subsidiaries, if he is then serving as a director of any of such entities.


 


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4.  Employment Period
Compensation.


 


(a)          Annual
Base Salary.  For services performed
by Employee under this Agreement, E&B shall pay Employee an annual base
salary (“Annual Base Salary”) in the aggregate during the Employment Period at
the rate of Two Hundred Fifty Thousand Dollars ($250,000) per year, payable at
the same times as salaries are payable to other officer employees of E&B. E&B may, from time to time, increase
Employee’s Annual Base Compensation payable under this Section 4(a), 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 E&B Board or any committee of the E&B Board in the
resolutions authorizing such increase.


 


(b)         Semi-Annual
Bonus.  For any consecutive six-month
period, commencing with the six-month period beginning on July 1, 2007 and
ending on December 31, 2007, in which Employee is serving as Chief
Insurance Operating Officer of E&B and in which the actual EBITA of E&B
(as defined and determined in accordance with E&B’s customary practices) is
at least 90% of the pre-determined budgeted amount for the applicable six-month
period, Employee shall be entitled to receive a cash bonus expressed as a
percentage of actual EBITA for such six-month period.  For total actual EBITA equal to 90% or more, but
less than 99%, of the pre-determined amount budgeted for the applicable
six-month period, Employee shall receive a cash bonus of 1% of actual EBITA for
such six-month period, and for total actual EBITA equal to 100% or more of the
pre-determined amount budgeted for the applicable six-month period, Employee
shall receive a cash bonus equal to the sum of (i) 1% of the actual amount
of EBITA budgeted for such six-month period plus (ii) 10% of the amount by
which actual EBITA for such six-month period exceeds the amount budgeted for
such six-month period.  Any bonus payable
under this Section 4(b) shall be paid within 60 days of the end of
the applicable six-month period.  An
example of the manner of calculation of the quarterly bonus in accordance with
this Section 4(b) is attached as Exhibit A hereto.


 


(c)          Corporate
Bonus and Referral Programs.  In
addition to the other compensation and benefits payable in accordance with this
Section 4, Employee shall be eligible to participate in accordance with
their terms and 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.


 


(d)         Vacations.  During the term of this Agreement, Employee
shall be entitled to four (4) weeks paid annual vacation in addition to
personal and short-


 


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term absence in accordance with the policies
established for E&B employees.  Employee
shall not, however, be entitled to receive any additional compensation from
E&B for failure to take a vacation, nor shall Employee be able to
accumulate unused vacation time from one year to the next, except to the extent
authorized in writing by the Board of Directors of E&B.


 


(e)          Automobile.  During the term of this Agreement, Employee
shall be entitled to receive a monthly car allowance of Five Hundred Dollars
($500.00) towards all expenses, including lease and insurance payments, fuel
and other operating expenses, of an automobile for use in connection with
Employee’s duties under this Agreement.


 


(f)            Employee
Benefit Plans.  During the term of
this Agreement, Employee shall be entitled to participate in and receive the
benefits of any employee benefit plan available from time to time to employees
of E&B; provided, however, that nothing contained herein shall be construed
as prohibiting Company, E&B or any other subsidiary of Company from
eliminating or limiting a plan or benefit provided that such elimination or
limitation is applicable to employees generally.  Nothing paid to Employee 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 Employee pursuant to Section 4(a) of
this Agreement.


 


(g)         Stock
Options.  Employee shall be eligible
to participate in Company’s stock option plans and programs in effect from time
to time and will be eligible for consideration for grants under such plans on
the same basis as other officers of Company and its subsidiaries.


 


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 Employee’s employment (other than for the reasons
set forth in Section 3(b) or 3(d) of this Agreement);


 


(ii)                    any
reduction in Employee’s 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 Employee of duties
inconsistent with Employee’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;


 


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


 


(v)                   any
reduction in Employee’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 Employee’s participation in any of E&B’s commission
compensation or bonus plans in which Employee 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 Employee under
any of such plans;


 


(vii)             any failure to provide Employee with
benefits at least as favorable as those enjoyed by Employee under any
retirement or pension, life insurance, medical, health and accident, disability
or other employee plans in which Employee 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 Employee 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 Employee during the year
preceding the year in which the Change in Control occurred; or


 


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


 


then, at the
option of Employee, exercisable by Employee within ninety (90) days of the
occurrence of any of the foregoing events, Employee may resign from employment
with E&B (or, if involuntarily terminated, give notice of intention to
collect benefits under this Agreement) if (i) Employee delivers a notice
in writing (the “Notice of Termination”) to Company and E&B and (ii) E&B
or Leesport fails to cure the condition giving rise to such right to terminate
within thirty (30) days of receipt of the 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 sixty (60) days after the end of the 30-day cure period described
above and the provisions of Section 7 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 Company, (B) a sale, exchange,
transfer or other disposition of substantially all of the 


 


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assets of Company, or (C) a purchase by Company of
substantially all of the assets of another entity, unless 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 Company;


 


(ii)                    any
other change in control of Company designated as such by the Board of Directors
of Company similar in effect to any of the foregoing; or


 


(iii)                 the sale, exchange or other
disposition by Company (or an affiliate of Company) of a majority of the voting
stock, or all or substantially all of the assets, of E&B to a person
unrelated to Company (or an affiliate of Company).


 


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


 


(a)          Except as provided in Section 6(b) below
(relating to a Board Approved Change in Control), in the event that Employee
delivers a Notice of Termination to Company and E&B, E&B shall make (or
cause to be made) a lump sum cash payment to Employee no later than
thirty (30) days following the date of such termination in an amount equal
to two (2) times Employee’s then Annual Base Salary.


 


(b)         Notwithstanding the provisions of Section 6(a) hereof,
in the event Employee delivers a Notice of Termination to Company and E&B
after the occurence of a Change in Control which was approved in advance by at
least two-thirds (2/3) of the directors of Company then in office who are not
interested in the transaction (a “Board Approved Change in Control”), E&B shall
make (or cause to be made) a lump sum cash payment to Employee no later than
thirty (30) days following the date of such termination in an amount equal
to the the sum of (i) Employee’s then Annual Base Salary and (ii) the
average of the amount(s) paid to him (or otherwise accrued) annually
during the Employment Period as bonuses under Section 4 or otherwise.  The provisions of this Section 6(b) shall
apply only in the event Employee delivers a Notice of Termination after July 1,
2010.  In the event Employee delivers a
Notice of Termination on or before July 1, 2010, the provisions of Section 6(a) shall
apply whehter or not the Change in Control is a Board Approved Change in
Control.


 


(c)          In no event shall the termination payment
otherwise required under this Section be made to the extent it would
trigger a reduction in tax deductions under Code Section 280G.  If Code Section 280G would apply to such
payment when made, the amount of such payment shall be reduced to the maximum
amount that can be paid without triggering the reduction 


 


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in tax deductions.  If Code Section 280G would become
applicable to the termination payment after it is made, Employee shall be
obligated to repay such amount as may be necessary to avoid such application,
determined as provided in the last sentence of Section 7(a) hereof.


 


(d)         Employee
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
Employee as the result of employment by another employer or by reason of
Employee’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 Employee’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 continue to pay (or cause to be paid) Employee’s
Annual Base Salary in effect on the date of termination for the remainder of
the then existing Employment Period, paid at the same intervals as the salary
is payable under Section 4(a) of this Agreement.  Notwithstanding the preceding sentence, in
the event that the payments described in the preceding sentence, when added to
all other amounts or benefits provided to or on behalf of Employee in connection
with his termination of employment, would result in the reduction of tax
deductions under Code Section 280G, such sum will be reduced
(retroactively, if necessary) to the extent necessary to avoid such
reduction.  Upon written notice to
Employee, together with calculations of E&B’s independent auditors,
Employee 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)         Employee
shall not be required to mitigate the amount of any payment provided for in
this Section 7 by seeking other employment or otherwise.  The amount of payment or the benefit provided
for in this Section 7 shall not be reduced by any compensation earned by
Employee as the result of employment by another employer or by reason of
Employee’s receipt of or right to receive any retirement or other benefits
after the date of termination of employment or otherwise.


 


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


 


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(d)        Severance
benefits paid pursuant to Section 7(a) above, to the extent of
payments made from the date of termination of the Employee’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 Company 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.


 


8.               Covenant Not to Compete.


 


(a)         Employee
hereby acknowledges and recognizes the highly competitive nature of the business
of Company and E&B and accordingly agrees that, during and for the
applicable period set forth in Section 8(c) hereof, as applicable,
Employee 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
Company or E&B, or any of their respective affiliates, 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 Employee’s employment, a
branch, office or other facility of Company or E&B, or any of their
respective affiliates, 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 Company or


 


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E&B, or any of their
respective affiliates is engaged during the Employment Period, in the
Non-Competition Area; or


 


(iii)            solicit
any person, firm, corporation, or enterprise who or which at any time during
the Employment Period were customers of Company, E&B or any of their
subsidiaries or affiliates for the purpose of providing them with products or
services competitive with those provided by any of such entities; or


 


(iv)           solicit
or hire any persons who were, at the time of termination of Employee’s
employment or at the time of any such solicitation or proposed hiring,
employees of Company, E&B or any of their subsidiaries or affiliates or
induce any of such employees to terminate their employment relationship with
Company, E&B or any of their subsidiaries or affiliates.


 


(b)        It
is expressly understood and agreed that, although Employee and Company and
E&B consider the restrictions contained in Section 8(a) hereof
reasonable for the purpose of preserving for Company and E&B and their
respective affiliates their goodwill 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 Employee, 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. It is further expressly agreed and understood that, in the event of
a judicial determination that any restriction contained in Section 8(a) hereof
is invalid at a time when Company or E&B is required to make continuing
payments under this Agreement, the obligation to make such continuing payments
shall cease and be of no further force or effect as of the date of such
determination.


 


(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
Employee’s employment terminates in accordance with the provisions of Section 3(a) hereof
following delivery of a notice of nonrenewal by Company or E&B, the ending
date of the then existing Employment Period;


 


(ii)               if
Employee’s employment terminates in accordance with the provisions of Section 3(a) hereof
following delivery of a notice of nonrenewal by Employee, the first anniversary
date of the effective date of termination of employment;


 


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(iii)            if
the Employee’s employment terminates in accordance with the provisions of Section 3(b) hereof
(relating to termination for Cause), the second anniversary date of the
effective date of termination of employment;


 


(iv)           if
Employee voluntarily terminates his employment in accordance with the provisions
of Section 6 hereof following a Change in Control (which is not a Board Approved Change in Control),
the effective date of termination of employment;


 


(v)              if Employee voluntarily terminates his
employment in accordance with the provisions of Section 6 hereof following
a Board Approved Change in Control, the first anniversary date of the effective
date of termination of employment; provided, however, that in the event
Employee volutarily terminates his employment in accordance with the provisions
of Section 6 by delivery of a Notice of Termination prior to July 1,
2010, the provisions of this Section 8 shall terminate on the effective
date of termination of employment whether or not the Change in Control is a
Board Approved Change in Control;


 


(vi)           if Employee’s
employment is involuntarily terminated in accordance with the provisions of Section 3(d) or
Section 7, the date of the final payment made in accordance with Section 7;
or


 


(vii)        if
Employee voluntarily terminates his employment other than under the circumstances
described in (ii), (iv), (v) (vi) above, the second anniversary date
of the effective date of termination of employment.


 


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


 


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Employee’s
residence, in the case of notices to Employee, and to the principal executive
offices of Company and E&B, in the case of notices to Company 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 Employee and an Employee 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 Company
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)         Company
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 Company and E&B to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
Company and E&B would be required to perform it if no such succession had
taken place. Failure by Company 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 6 of this Agreement
shall apply. As used in this Agreement, “Company” and “E&B” shall mean
Company 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 Employee’s
personal or legal representatives, executors, administrators, heirs,
distributees, devisees and legatees. If Employee should die after a Notice of
Termination is delivered by Employee, or following termination of Employee’s
employment without Cause, and any amounts would be payable to Employee under
this Agreement if Employee had continued to live, all such amounts shall be
paid in accordance with the terms of this Agreement to Employee’s devisee,
legatee, or other designee, or, if there is no such designee, to Employee’s
estate.


 


15.         Damages for Breach of Contract. In the event of a breach of this Agreement by
either Company, E&B or Employee 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


 


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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.


 


 


	
   

  	
  LEESPORT
  FINANCIAL CORP.

  
	
   

  	
   

  
	
   

  	
  By

  	
         /s/
  Robert D. Davis

  
	
   

  	
   

  
	
   

  	
  “Company”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSICK &
  BARR, LLC

  
	
   

  	
   

  
	
   

  	
  By

  	
         /s/
  Robert D. Davis

  
	
   

  	
   

  
	
   

  	
  “E&B”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael Herr

  
	
   

  	
  Michael Herr

  
	
   

  	
  “Employee”

  



 


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EXHIBIT
A


 


ILLUSTRATIVE
EXAMPLE OF SEMI-ANNUAL BONUS


 


	
  When the actual E&B EBITA
  is X% of

  budget for applicable 6-month period

  	
   

  	
  Then Bonus is X% of EBITA for
  such

  period

  
	
   

  	
   

  	
   

  
	
  90-99%

  	
   

  	
  1%

  
	
  100% and above

  	
   

  	
  10% of
  incremental EBITA

  
	
   

  	
   

  	
   

  
	
  Example:

  	
   

  	
   

  
	
  Semi-Annual EBITA Goal

  	
   

  	
  $1,500,000

  
	
  Actual EBITA for semi-annual period

  	
   

  	
  $1,650,000 or
  110% of goal

  
	
   

  	
   

  	
   

  
	
  Semi-Annual bonus

  	
   

  	
  1% x $1,500,000
  = $15,000

  
	
   

  	
   

  	
  10%x $150,000=
  $15,000

  



 


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