Exhibit 10.10
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT ("Agreement") made as of the 5th day of February, 2004, by and
among Leesport Financial Corp., a Pennsylvania business corporation
("Leesport"), Leesport Bank, a Pennsylvania banking institution (the "Bank"),
and Jenette L. Eck, an adult individual (the "Employee").
W I T N E S S E T H:
WHEREAS, the Employee will initially be serving as Vice President of Shareholder
Relations and Corporate Secretary of Leesport and Corporate Secretary of the
Bank; and
WHEREAS, Leesport and the Bank consider the continued services of the Employee
to be in the best interest of Leesport, the Bank, their affiliated companies and
the shareholders of Leesport; and
WHEREAS, Leesport and the Bank desire to induce the Employee to remain in the
employ of the Employee's then employer (whether it be Leesport or any company
affiliated with Leesport (the "Employer")) on an impartial and objective basis
in the event of a proposed transaction pursuant to which a Change in Control (as
defined in Section 2(c)) will occur, if completed.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as follows:
1.
TERM OF AGREEMENT AND RELATED MATTERS.
(A)
IN GENERAL.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE TERM OF THIS
AGREEMENT WILL BE FOR A PERIOD COMMENCING ON THE DATE OF THIS AGREEMENT AND
ENDING ON DECEMBER 31, 2006; PROVIDED, HOWEVER, THAT THIS AGREEMENT WILL
AUTOMATICALLY BE RENEWED ON JANUARY 1, 2007 AND ON JANUARY 1 OF EACH SUBSEQUENT
YEAR (EACH AN "ANNUAL RENEWAL DATE") FOR A PERIOD OF ONE (1) ADDITIONAL YEAR
FROM THE APPLICABLE ANNUAL RENEWAL DATE UNLESS EITHER THE EMPLOYEE OR THE
EMPLOYER GIVES WRITTEN NOTICE OF NONRENEWAL OF THIS AGREEMENT TO THE OTHER AT
LEAST NINETY (90) DAYS PRIOR TO AN ANNUAL RENEWAL DATE (IN WHICH CASE THIS
AGREEMENT WILL EXPIRE ON THE ANNUAL RENEWAL DATE IMMEDIATELY FOLLOWING SUCH
NOTICE).
(B)
TERMINATION FOR CAUSE.
NOTWITHSTANDING THE PROVISIONS OF SECTION 1(A),
THIS AGREEMENT WILL TERMINATE AUTOMATICALLY UPON TERMINATION FOR CAUSE OF THE
EMPLOYEE'S EMPLOYMENT BY THE EMPLOYER.
AS USED IN THIS AGREEMENT, THE TERM
"TERMINATION FOR CAUSE" MEANS:
(I)
PRIOR TO THE PUBLIC ANNOUNCEMENT OF A TRANSACTION INVOLVING AN ACTUAL OR
POTENTIAL CHANGE IN CONTROL, TERMINATION FOR ANY REASON; AND
(II)
CONCURRENT WITH OR FOLLOWING THE PUBLIC ANNOUNCEMENT OF A TRANSACTION
INVOLVING AN ACTUAL OR POTENTIAL CHANGE IN CONTROL, TERMINATION FOLLOWING: (A)
EXCEPT IF ATTRIBUTABLE TO PHYSICAL OR MENTAL ILLNESS OR INJURY, THE WILLFUL
FAILURE OF THE
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EMPLOYEE TO MATERIALLY PERFORM THE EMPLOYEE'S DUTIES, BUT ONLY AFTER WRITTEN
DEMAND SPECIFICALLY IDENTIFYING THE BASIS FOR THE EMPLOYEE'S ALLEGED
NON-PERFORMANCE AND THE EMPLOYEE'S CONTINUED FAILURE TO PERFORM THEREAFTER, AND,
IF THE TERMINATION IS BEFORE THE ACTUAL OCCURRENCE OF A CHANGE IN CONTROL, ONLY
AFTER A VOTE OF AT LEAST TWO-THIRDS OF LEESPORT'S DIRECTORS THEN IN OFFICE;
(B) A WILLFUL MATERIAL VIOLATION BY THE EMPLOYEE OF ANY APPLICABLE CODE OF
CONDUCT OR SIMILAR POLICY APPLICABLE TO EMPLOYEES OF THE EMPLOYER; (C) THE
CONVICTION OF THE EMPLOYEE OF, OR PLEA OF NOLO CONTENDERE