REPRESENTATIVE TO REVIEW THE SAME.
THE
PARTIES RECOGNIZE THAT THE ACTUAL IMPLEMENTATION OF THE PROVISIONS OF THIS
SUBSECTION ARE COMPLEX
5
AND AGREE TO DEAL WITH EACH OTHER IN GOOD FAITH TO RESOLVE ANY QUESTIONS OR
DISAGREEMENTS ARISING HEREUNDER.
(D)
PRIMARY OBLIGOR.
THE OBLIGATION TO MAKE PAYMENTS AND PROVIDE BENEFITS
UNDER THIS SECTION SHALL PRIMARILY BE THOSE OF THE EMPLOYEE'S EMPLOYER AS OF THE
DATE OF THE EMPLOYEE'S TERMINATION OF EMPLOYMENT.
IN THE EVENT THE EMPLOYER IS
NOT LEESPORT OR THE BANK, LEESPORT WILL CAUSE SUCH EMPLOYER TO MAKE REQUIRED
PAYMENTS AND PROVIDE REQUIRED BENEFITS.
TO THE EXTENT LEESPORT FAILS OR IS
UNABLE TO DO SO, IT SHALL MAKE SUCH PAYMENTS AND PROVIDE SUCH BENEFITS.
4.
LEGAL EXPENSES.
LEESPORT WILL PAY (OR CAUSE TO BE PAID) TO THE EMPLOYEE ALL
REASONABLE LEGAL FEES AND EXPENSES WHEN INCURRED BY THE EMPLOYEE IN SEEKING TO
OBTAIN OR ENFORCE ANY RIGHT OR BENEFIT PROVIDED BY THIS AGREEMENT, PROVIDED THE
EMPLOYEE ACTS IN GOOD FAITH WITH RESPECT TO ISSUES RAISED.
5.
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS AGREEMENT
WILL, TO BE EFFECTIVE HEREUNDER, BE GIVEN TO LEESPORT, IN THE CASE OF NOTICES
GIVEN BY THE EMPLOYEE, AND WILL, TO BE EFFECTIVE HEREUNDER, BE GIVEN BY
LEESPORT, IN THE CASE OF NOTICES GIVEN TO THE EMPLOYEE.
ANY SUCH NOTICE WILL BE
DEEMED PROPERLY GIVEN IF IN WRITING AND IF MAILED BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID WITH RETURN RECEIPT REQUESTED, TO THE LAST KNOWN RESIDENCE
ADDRESS OF THE EMPLOYEE, IN THE CASE OF NOTICES TO THE EMPLOYEE, AND TO THE
PRINCIPAL OFFICE OF LEESPORT, IN THE CASE OF NOTICES TO LEESPORT.
6.
WAIVER.
NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED, WAIVED, OR
DISCHARGED UNLESS SUCH WAIVER, MODIFICATION, OR DISCHARGE IS AGREED TO IN
WRITING AND SIGNED BY THE EMPLOYEE AND AN EMPLOYEE OFFICER OF LEESPORT
DESIGNATED FOR SUCH PURPOSE BY THE BOARD OF DIRECTORS OF LEESPORT.
NO WAIVER BY
ANY PARTY HERETO AT ANY TIME OF ANY BREACH BY ANOTHER PARTY HERETO OF, OR
COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY
SUCH OTHER PARTY WILL BE DEEMED A WAIVER OF SIMILAR OR DISSIMILAR PROVISIONS OR
CONDITIONS AT THE SAME OR AT ANY PRIOR OR SUBSEQUENT TIME.
7.
ASSIGNMENT.
THIS AGREEMENT IS NOT ASSIGNABLE BY ANY PARTY HERETO, EXCEPT BY
LEESPORT AND THE BANK TO ANY SUCCESSOR IN INTEREST TO THE RESPECTIVE BUSINESSES
OF LEESPORT AND THE BANK.
8.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT OF THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND, IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 18, SUPERSEDES ANY PRIOR AGREEMENT OF THE PARTIES.
9.
SUCCESSORS; BINDING EFFECT.
(A)
SUCCESSORS.
LEESPORT WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF LEESPORT AND/OR THE BANK TO
EXPRESSLY ASSUME AND AGREE TO PERFORM THIS AGREEMENT (OR CAUSE IT TO BE
PERFORMED) IN THE SAME MANNER AND TO THE SAME EXTENT