THAT LEESPORT, THE BANK OR
ANY AFFILIATED COMPANY OF EITHER WOULD BE REQUIRED TO PERFORM IT IF NO SUCH
SUCCESSION HAD TAKEN PLACE.
FAILURE BY LEESPORT TO OBTAIN SUCH ASSUMPTION AND
AGREEMENT PRIOR TO THE EFFECTIVENESS OF
6
ANY SUCH SUCCESSION SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT UNDER
SECTION 2(A)(VI).
AS USED IN THIS AGREEMENT, "LEESPORT" AND THE "BANK" MEAN
LEESPORT AND THE BANK AS HEREINBEFORE DEFINED AND ANY SUCCESSOR TO THE BUSINESS
AND/OR ASSETS OF LEESPORT AND/OR THE BANK AS AFORESAID WHICH ASSUMES AND AGREES
TO PERFORM THIS AGREEMENT BY OPERATION OF LAW, OR OTHERWISE.
(B)
BINDING EFFECT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY THE EMPLOYEE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS,
ADMINISTRATORS, HEIRS, DISTRIBUTEES, DEVISEES, AND LEGATEES.
IF THE EMPLOYEE
SHOULD DIE WHILE ANY AMOUNT IS PAYABLE TO THE EMPLOYEE UNDER THIS AGREEMENT IF
THE EMPLOYEE HAD CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED
HEREIN, WILL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO THE
EMPLOYEE'S SURVIVING SPOUSE OR, IF THERE IS NO SUCH PERSON, TO THE EMPLOYEE'S
ESTATE.
10.
CONTINUATION OF CERTAIN PROVISIONS.
ANY TERMINATION OF THE EMPLOYEE'S
EMPLOYMENT UNDER THIS AGREEMENT OR OF THIS AGREEMENT WILL NOT AFFECT THE BENEFIT
PROVISIONS OF SECTION 3 OR 4, WHICH WILL, IF RELEVANT, SURVIVE ANY SUCH
TERMINATION AND REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS.
11.
OTHER RIGHTS.
EXCEPT AS PROVIDED IN SECTIONS 3(C) AND 18, NOTHING HEREIN
SHALL BE CONSTRUED AS LIMITING, RESTRICTING OR ELIMINATING ANY RIGHTS THE
EMPLOYEE MAY HAVE UNDER ANY PLAN, CONTRACT OR ARRANGEMENT TO WHICH THE EMPLOYEE
IS A PARTY OR IN WHICH THE EMPLOYEE IS A VESTED PARTICIPANT; PROVIDED, HOWEVER,
THAT ANY TERMINATION PAYMENTS REQUIRED HEREUNDER WILL BE IN LIEU OF ANY
SEVERANCE BENEFITS TO WHICH THE EMPLOYEE MAY BE ENTITLED UNDER A SEVERANCE PLAN
OR ARRANGEMENT OF LEESPORT, THE BANK, AN AFFILIATE OF EITHER, OR AN ENTITY WHICH
IS THE SUCCESSOR OF ANY OF THEM OR AN AFFILIATE THEREOF; AND PROVIDED FURTHER,
THAT IF THE BENEFITS UNDER ANY SUCH PLAN OR ARRANGEMENT MAY NOT LEGALLY BE
ELIMINATED, THEN THE PAYMENTS HEREUNDER WILL BE CORRESPONDINGLY REDUCED IN SUCH
EQUITABLE MANNER AS THE BOARD OF DIRECTORS OF LEESPORT MAY DETERMINE.
12.
NO MITIGATION OR OFFSET.
THE EMPLOYEE SHALL NOT BE REQUIRED TO MITIGATE
THE AMOUNT OF ANY PAYMENT OR BENEFIT PROVIDED FOR IN THIS AGREEMENT BY SEEKING
EMPLOYMENT OR OTHERWISE; NOR SHALL ANY AMOUNTS OR BENEFITS PAYABLE OR PROVIDED
HEREUNDER BE REDUCED IN THE EVENT THE EMPLOYEE DOES SECURE EMPLOYMENT.
13.
VALIDITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISIONS OF THIS
AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
OF THIS AGREEMENT, WHICH WILL REMAIN IN FULL FORCE AND EFFECT.
14.
APPLICABLE LAW.
EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW, THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.
15.
NUMBER.
WORDS USED HEREIN