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 HIS/HER TERMINATION OF EMPLOYMENT.
IN THE EVENT THE EMPLOYER IS NOT
PEOPLES FIRST OR THE BANK, PEOPLES FIRST WILL CAUSE SUCH EMPLOYER TO MAKE
REQUIRED PAYMENTS AND PROVIDE REQUIRED BENEFITS.
TO THE EXTENT PEOPLES FIRST
FAILS OR IS UNABLE TO DO SO, IT SHALL MAKE SUCH PAYMENTS AND PROVIDE SUCH
BENEFITS.
4.
LEGAL EXPENSES.
PEOPLES FIRST 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 HE/SHE 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 PEOPLES FIRST,
IN THE CASE OF NOTICES GIVEN BY 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 PEOPLES FIRST, IN THE CASE OF NOTICES TO PEOPLES FIRST.
6
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 PEOPLES
FIRST DESIGNATED FOR SUCH PURPOSE BY THE BOARD OF DIRECTORS OF PEOPLES FIRST.
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 PEOPLES FIRST AND THE BANK TO ANY SUCCESSOR IN INTEREST TO THE
RESPECTIVE BUSINESSES OF PEOPLES FIRST 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.
PEOPLES FIRST 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 PEOPLES FIRST AND/OR THE BANK
TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS AGREEMENT (OR CAUSE IT TO BE
PERFORMED) IN THE SAME MANNER AND TO THE SAME EXTENT THAT PEOPLES FIRST, THE
BANK OR ANY AFFILIATED COMPANY OF EITHER WOULD BE REQUIRED TO PERFORM IT IF NO
SUCH SUCCESSION HAD TAKEN PLACE.
FAILURE BY PEOPLES FIRST TO OBTAIN SUCH
ASSUMPTION AND AGREEMENT PRIOR TO THE EFFECTIVENESS OF ANY SUCH SUCCESSION SHALL
CONSTITUTE A MATERIAL BREACH OF THIS