OF THIS AGREEMENT, AND SUCH TERMINATION IS WITHIN TWO
YEARS AFTER A "CHANGE IN THE OWNERSHIP OR EFFECTIVE CONTROL", THEN THE
CORPORATION AND THE BANK SHALL BE OBLIGATED, JOINTLY AND SEVERALLY, TO CONTINUE
TO PROVIDE DEITCH WITH THE COMPENSATION AND BENEFITS PROVIDED FOR THREE
(3) YEARS AFTER SUCH TERMINATION (IN LIEU OF OTHER CONTINUATION PAYMENTS
PROVIDED IN THIS AGREEMENT).
SUCH COMPENSATION AND BENEFITS SHALL BE PAID AND
PROVIDED AT THE RATE, TIMES AND INTERVALS AT WHICH SUCH COMPENSATION AND
BENEFITS WERE PAID OR PROVIDED ON THE DATE OF SUCH TERMINATION OF DEITCH'S
EMPLOYMENT.
A CHANGE IN THE OWNERSHIP OR EFFECTIVE CONTROL OF THE CORPORATION
OR THE BANK OCCURS UNDER THE TERMS OF TREASURY REGULATIONS, SECTION
1.409A-3(I)(5).
(I)
LIMITATION ON PAYMENTS.
IF THERE IS A
DETERMINATION, EITHER MADE OR CONFIRMED BY FNB'S OUTSIDE LEGAL COUNSEL, THAT ANY
PAYMENT TO DEITCH PURSUANT TO THIS
8
AGREEMENT OR OTHERWISE WOULD BE SUBJECT TO THE EXCISE TAX IMPOSED BY
SECTION 4999 OF THE CODE OR ANY SIMILAR TAX IMPOSED BY FEDERAL, STATE OR LOCAL
LAW, DEITCH SHALL RECEIVE A PAYMENT SUCH THAT, AFTER PAYMENT OF ALL TAXES ON
SUCH AMOUNT, LEAVES A BALANCE SUFFICIENT TO PAY THE EXCISE OR SIMILAR TAX.
(J)
COMPLIANCE WITH SECTION 409A.
PAYMENTS
MADE PURSUANT TO THIS AGREEMENT THAT ARE SUBJECT TO THE PROVISIONS OF
SECTION 409A OF THE CODE MAY BE MADE ONLY IN COMPLIANCE WITH THAT SECTION.
DEITCH AGREES TO ANY CHANGES IN THE TIMING OF DISTRIBUTIONS OR OTHER PROVISIONS
THAT ARE NECESSARY TO ASSURE COMPLIANCE WITH SECTION 409A.
(K)
RESIGNATION FROM BOARD.
IF DEITCH'S
EMPLOYMENT WITH FNB IS TERMINATED FOR ANY REASON, HE WILL IMMEDIATELY TENDER HIS
RESIGNATION AS DIRECTOR OF THE CORPORATION AND THE BANK TO THE CHAIRMAN OF THE
BOARDS OF THE CORPORATION AND THE BANK.
SUCH RESIGNATION WILL BECOME EFFECTIVE
UPON ACCEPTANCE BY THE BOARD OF DIRECTORS OF THE CORPORATION, EXCEPT THAT IF
DEITCH IS TERMINATED BY FNB FOR CAUSE HIS RESIGNATION SHALL BECOME EFFECTIVE
IMMEDIATELY.
6.
Indemnification
FNB agrees to indemnify Deitch to the maximum extent permitted under applicable
law for any liability incurred by Deitch in his capacity as an officer or
director of FNB.
In such right or rights of indemnification which Deitch shall
have as set forth hereunder or in the By-laws of the Corporation or the Bank as
of the date Deitch's employment hereunder is terminated shall survive such
termination.
FNB shall obtain directors' and officers' liability insurance with
coverage relating to all acts and omissions alleged to have occurred during the
Term of this Agreement.
7.
Expenses and Automobile
Deitch is authorized to incur reasonable expenses for promoting the business of
FNB, including expenses for travel, entertainment and similar items on behalf of
FNB business.
9
FNB shall reimburse Deitch for all such expenses upon the presentation by
Deitch, from time to time, of an itemized account of such expenditures.
In
addition, FNB shall provide Deitch with an automobile for his use during the
Term.
8.
Restrictive Covenant
(A)
DURING THE TERM OF THIS AGREEMENT AND