Exhibit 10.20
CONSULTING AGREEMENT
THIS AGREEMENT (hereinafter the "Agreement") is entered into this 17th
day of July, 2003 by and between Waypoint Financial Corp. with its principal
office located in Harrisburg, Pennsylvania (hereinafter the "Company") and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (hereinafter the "Consultant" or "▇▇▇▇▇").
WHEREAS, ▇▇▇▇▇ retired as Vice Chairman of the Company on May 22,
2003; and
WHEREAS, the management of the Company desires that they be able to
call upon the experience and knowledge of ▇▇▇▇▇ for consultation services,
special projects and advice; and
WHEREAS, Consultant is willing to render such services and advice as a
consultant to the Company on the terms and subject to the conditions hereinafter
set forth in this Agreement: and
WHEREAS, Company desires that Consultant in consideration of the
compensation herein provided bind himself to not compete with Company or any
successor during the term hereof.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties hereto
intending to be legally bound agree as follows:
ARTICLE I
CONSULTING AGREEMENT
1. Effective Date/Term of Consulting Agreement. For purposes of this
Agreement, Effective Date shall mean May 23, 2003, provided that the Agreement
and General Release, executed by the parties, a copy of which is attached hereto
as Exhibit "A", becomes an effective and fully enforceable agreement as
described in Section 5(f) of such Agreement and General Release. Commencing on
the Effective Date, ▇▇▇▇▇ shall be retained by the Company to provide advice and
consulting services until October 17, 2005 (the "Consulting Term"). At the
expiration of the Consulting Term, the provisions of this Article I shall cease
to be of further force and effect and the parties hereto shall have no further
obligations under Article I hereof.
2. Position and Responsibilities During the Consulting Term. During the
Consulting Term, Consultant agrees to serve as a consultant to the Company and
to render such advice and services to the Company and at such times as are
mutually acceptable to Consultant and the Company. Consultant agrees to serve on
the Board of Directors of the Company and the Executive Committee but shall
resign as Vice-
Chairman of the Board, Vice-Chairman of the Executive Committee and as an
employee of the Company, effective as of May 22, 2003. Consultant's obligation
to render such advice and services to the Company shall be subject to his
reasonable availability with due allowance for any other commitments that he may
have.
3. Compensation During the Consulting Term. The Company shall pay
Consultant compensation for his consulting services during the Consulting Term
in monthly installments of $43,650.00 payable in advance, or more frequent
installments of a proportionate fraction of said amount at the option of the
Company. Additionally, the condition imposed by the Board of Directors
conditioning 15,000 non-qualified stock options granted to ▇▇▇▇▇ incident to his
termination of employee status will be removed upon the execution and final
effectiveness of this Agreement and the Agreement and General Release.
4. Expenses and Other Facilities During the Consulting Term.
Consultant shall be provided the following during the Consulting
Term:
(a) $2,100.00 per month for administrative support services,
including reimbursement for amounts already paid for
such services from May 22, 2003 to the effective date
described under Section 5(f) of the Agreement and
General Release;
(b) $1,250.00 per month for maintenance of a suitable office
outside of the Company and Bank premises, including
reimbursement for amounts already paid for a suitable
office from May 22, 2003 to the effective date described
under Section 5(f) of the Agreement and General Release;
(c) In addition to the above expense allowances, Company
will reimburse Consultant for reasonable and necessary
expenses related to specific, pre-approved assignments
at the direction of the CEO. Expenses not the subject of
such pre-approved assignments and expense limitations
shall be the sole responsibility of Consultant to be
paid out of the $2,100.00 per month general allowance
for administrative support set forth above; and
(d) Company will provide Consultant a Company owned or
leased 2004 Escalade for his use until 10/17/05 or, if
the anticipated Escalade is not in service, an
automobile allowance for an equivalent automobile.
Consultant shall return the Company owned or leased
automobile to the Company at the termination of the
Consulting Term. Vehicle operating expenses for other
than pre-approved assignments by the CEO will be
Consultant's sole responsibility and covered and
subsumed within the $2,100.00 per month administrative
support allowance set forth above. No new
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or substitute vehicle is or will be authorized without
the specific approval of the CEO.
(e) Company will reimburse Consultant for Country Club of
York, Lafayette Club and Rotary Club minimum monthly
dues and capital and other assessments as they presently
exist but not new assessments. Any expenses or use above
the minimum monthly dues including capital or other
special assessments shall be the sole responsibility of
Consultant except as specifically pre-approved by the
CEO associated with specifically approved assignments.
(f) In conjunction with Consultant's retirement as an
employee, the Company has transferred to Consultant his
existing personal office furnishings and equipment which
provision and obligation of Company has been carried out
in full and no further obligation of Company to
Consultant exists or remains to be satisfied in this
regard
(g) Consultant will be reimbursed for his and his spouse's
reasonable and necessary travel, lodging and related
costs and expenses in attending the meeting of the
Pennsylvania Association of Community Bankers convention
in Ft. Lauderdale, Florida in September 2003 so that he
may receive a lifetime achievement award that will be
presented to him at that meeting.
5. Status of Consultant and Taxes.
(a) Status of Consultant. During the Consulting Term,
Consultant's status with the Company shall be that of
an independent contractor, and as such, Consultant
shall have no express or implied authority to act as
an agent of the Company, except as so directed by the
Chief Executive Officer and he shall not represent to
the contrary to any person. Consultant shall only
consult, render advice and perform such tasks as
specified by the Chief Executive Officer of the
Company. He shall not direct the work of any employee
of the Company, or make any management decisions, or
undertake to commit the Company to any course of
action in relation to third persons. The Company
shall specify the assignments to be undertaken by
Consultant and may control and direct him in that
regard.
(b) Taxes. It is understood that the consulting fees paid
to Consultant hereunder in respect of services
rendered during the Consulting Term shall constitute
revenue to Consultant. To the extent consistent with
applicable law, the Company will not withhold any
amounts therefrom as federal income tax withholding
from wages
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or as employee contributions under the Federal Insurance
Contributions Act or any other state or federal laws.
Consultant shall be solely responsible for the withholding
and/or payment of any federal, state or local income or
payroll taxes.
ARTICLE II
BENEFITS
1. Payments Under Other Agreements. Consultant's status as an
independent contractor to the Company shall not entitle him to participate in
any benefit plans or programs maintained by the Company, nor shall it preclude
Consultant from receiving any benefits or payments to which he is entitled under
any employee plan, program, or agreement maintained or entered into by the
Company as a result of his employment by the Company prior to the execution of
this Agreement. Consultant shall be paid a pro-rata bonus for 2003 of $57,715.77
upon the execution hereof and the Agreement and General Release and its becoming
final and the parties agree that he will participate on a pro-rated basis in the
Long Term Incentive Plan through May 22, 2003 pursuant to its terms with his
resignation treated as retirement under the Plan. To the extent any pay out is
authorized under the Plan ▇▇. ▇▇▇▇▇ will be paid his pro-rated share. A copy of
the Long Term Incentive Plan is set forth on Exhibit "B".
2. Continuation of Benefits. Notwithstanding any provision of Article
II, Paragraph 1 of this Agreement to the contrary, Company shall provide
Consultant with continued medical coverage or coordinated Medicare supplemental
coverage, if applicable, coverage substantially equivalent to coverage
maintained by the Company for Consultant prior to the Effective Date. Such
coverage and payments made pursuant thereto shall continue through October 2006
for Consultant and Company will provide coverage for Consultant's spouse ▇▇▇▇▇
▇▇▇▇▇ until she reaches age 65.
3. Key Man Life Insurance. ▇▇. ▇▇▇▇▇ will receive the benefits under
all of his York Financial Key Man Life Insurance contract arrangements and York
Financial or Waypoint Deferred Compensation benefit arrangements and SERP Plans.
ARTICLE III
GENERAL PROVISIONS
1. Other Employment. The Company acknowledges that this Agreement shall
not restrict Consultant in any manner from securing employment or otherwise
owning or managing a business of his choosing on a part-time basis, subject to
(i) such activity not interfering with his ability to provide consulting
services hereto; and (ii) the requirements of Article III paragraphs 2 and 3
below.
2. Confidentiality. Consultant recognizes and acknowledges that by
reason of his relationship as consultant to the Company during and, if
applicable, after the
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expiration of the Consulting Agreement, he will have access to certain
confidential and proprietary information relating to the Company business, which
may include, but is not limited to, trade secrets, trade "know-how", customer
information, supplier information, cost and pricing information, marketing and
sales techniques, strategies and programs, computer programs and software and
financial information (collectively referred to as "Confidential Information").
Consultant acknowledges that such Confidential Information is a valuable and
unique asset of the Company and Consultant covenants that he will not, unless
expressly authorized in writing by the Board, at any time during the course of
this Agreement use any Confidential Information or divulge or disclose any
Confidential Information to any person, firm or corporation except in connection
with the performance of his duties for the Company and in a manner consistent
with the Company policies regarding Confidential Information. Consultant also
covenants that at any time after the termination of this Agreement, he will not,
directly or indirectly, use any Confidential Information or divulge or disclose
any Confidential Information to any person, firm or corporation, unless such
information is in the public domain through no fault of Consultant or except
when required to do so by a court of law, by any governmental agency having
supervisory authority over the business of the Company or by any administrative
or legislative body (including a committee thereof) with apparent jurisdiction
to order him to divulge, disclose or make accessible such information in which
case Consultant will inform the Company in writing promptly of such required
disclosure, but in any event at least two business days prior to disclosure. All
written Confidential Information (including, without limitation, in any computer
or other electronic format) which comes into Consultant's possession during the
course of this Agreement shall remain the property of the Company. Except as
required in the performance of Consultant's duties for the Company, or unless
expressly authorized in writing by the Board, Consultant shall not remove any
written Confidential Information from the Company premises, except in connection
with the performance of his duties for the Company and in a manner consistent
with the Company policies regarding Confidential Information. Upon termination
of this Agreement, Consultant agrees immediately to return to the Company all
written Confidential Information in his possession.
3. Non-Compete Obligation. Consultant agrees that during the Consulting
Term, Consultant shall not, directly or indirectly, engage (as principal,
partner, director, officer, agent, employee, or owner, with or without
compensation) in any line of business that the Company or the Bank is involved
(including, but not limited to, the providing of wholesale banking services,
consumer financial services, retail banking, trust and investment management
services, secured and unsecured loan and financing services, real estate
financing services, asset and investment management and fiduciary services,
insurance services, cash management services, and consumer and commercial credit
card services) within sixty miles of Harrisburg, Pennsylvania.
Consultant shall not entice or solicit, directly or indirectly, any
executives or key management personnel of the Company (or any subsidiary) to
work, in any capacity, with Consultant or any entity with which Consultant has
affiliated during the Consulting Term and for a period of two years thereafter.
Consultant shall also not entice or solicit,
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directly or indirectly, any client or customer of the Company (or any
subsidiary) for any competitor or in any competitive activity during the
Consulting Term and for a period of two (2) years thereafter. Consultant shall
also, during the Consulting Term and for a period of two (2) years thereafter,
not assist in any capacity, except if called as a witness, any third party in
any claims, actions, proceedings or litigation against the Company.
It is further agreed that Consultant's non-competition Agreement and
Non-Solicitation Agreement is assignable by Company and shall be fully
enforceable by assignee whether incident to a merger or acquisition of Company,
regardless or whether or not Company is the surviving entity or whether the sale
is incident to a sale of the stock of the Company or a sale of its assets.
The foregoing restrictions shall not be construed to prohibit
Consultant from owning less than five percent (5%) of any class of securities of
any corporation in Maryland or Pennsylvania, which is engaged in any of the
foregoing businesses having a class of securities registered pursuant to the
Securities Exchange Act of 1934, provided that such ownership represents a
passive investment and that neither Consultant nor any group of persons
including Consultant in any way, either directly or indirectly, manages or
exercises control of any such corporation, guarantees any of its financial
obligations, otherwise takes part in its business, other than exercising his
rights as a shareholder, or seeks to do any of the foregoing.
4. Enforcement of Obligations. Consultant acknowledges that the
restrictions contained in Sections 2 and 3 of this Article III are reasonable
and necessary to protect the legitimate interests of the Company, that the
Company would not have entered into this Agreement in the absence of such
restrictions, and that any violation of any provision of those Sections will
result in irreparable injury to the Company. Executive further represents and
acknowledges that: (i) he has been advised by the Company to consult his own
legal counsel with respect to this Agreement; and (ii) that he has, prior to
execution of this Agreement, reviewed thoroughly this Agreement with his
counsel. Consultant agrees that the Company shall be entitled to preliminary and
permanent injunctive relief, without the necessity of proving actual damages, as
well as to an equitable accounting of all earnings, profits and other benefits
arising from any violations of Sections 2 and 3 of this Article III, which
rights shall be cumulative and in addition to any other rights or remedies to
which the Company may be entitled. In the event that any of the provisions of
Sections 2 and 3 of this Article III should ever be adjudicated to exceed the
time, geographic, product or service, or other limitations permitted by
applicable law in any jurisdiction, then such provisions shall be deemed
reformed in such jurisdiction to the maximum time, geographic, product or
service, or other limitations permitted by applicable law. Consultant
irrevocably and unconditionally (i) agrees that any suit, action or other legal
proceeding arising out of this Agreement in which any party is seeking in whole
or in part any form of equitable relief, including without limitation, any
action commenced by the Company for preliminary and permanent injunctive relief
and other equitable relief, may be brought in any court of competent
jurisdiction in York County, Pennsylvania; (ii) consents to the non-exclusive
jurisdiction of any court in any such suit, action or proceeding; and (iii)
waives any
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objection which Consultant may have to the laying of venue of any such suit,
action or proceeding in any such court. Consultant also irrevocably and
unconditionally consents to the service of any process, pleadings, notices or
other papers in a manner permitted by the notice provisions of Section 7.
5. Payments upon a Change in Control.
(a) Definitions. For all purposes of this Section 5; the
following terms shall have the meanings specified in
this Section 5(a) unless the context otherwise
clearly requires:
(i) "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms
in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange
Act of 1934, as amended (the "Exchange
Act").
(ii) "Base Compensation" shall mean the
$523,800.00 annualized remuneration to be
received by Consultant in all capacities
with the Company.
(iii) "Beneficial Owner" shall have the meaning
ascribed to such term in Section 13(d)(3) of
the Exchange Act.
(iv) "Change of Control" shall mean an event of a
nature that: (i) would be required to be
reported in response to Item 1 of the
current report on Form 8-K, as in effect on
the Effective Date, pursuant to Section 13
or 15(d) of the Exchange Act; or (ii)
results in a Change of Control of the Bank
or the Company within the meaning of the
Home Owners Loan Act, as amended ("HOLA"),
and applicable rules and regulations
promulgated thereunder, as in effect on the
Effective Date, or (iii) without limitation
such a Change of Control shall be deemed to
have occurred at such time as (a) any Person
is or becomes the Beneficial Owner, directly
or indirectly, of 20% or more of the Bank's
or the Company's outstanding securities
except for any securities of the Bank
purchased by the Company in connection with
the conversion of the Company to the stock
form and any securities purchased by the
Bank's employee stock ownership plan and
trust; or (b) individuals who constitute the
Board on the Effective Date (the "Incumbent
Board") cease for any reason to constitute
at least a majority thereof, provided that
any person becoming a director subsequent to
the Effective Date whose election was
approved by a vote of at least
three-quarters of the directors comprising
the Incumbent Board, or whose nomination for
election by the Company's stockholders was
approved by the same Nominating Committee
serving under the Incumbent Board; or (c)
the plan of reorganization, merger,
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consolidation, sale of all or substantially
all of the assets of the Bank or the Company
or similar transaction occurs in which the
Bank or the Company is not the resulting
entity; or (d) a proxy statement shall be
distributed soliciting proxies from
stockholders of the Company, by someone
other than the current management of the
Company, seeking stockholder approval of a
plan of reorganization, merger or
consolidation of the Company or Bank or
similar transaction with one or more
corporations as a result of which the
outstanding shares of the class of
securities then subject to such plan or
transaction are exchanged for or converted
into cash or property or securities not
issued by the Bank or Company; or (e) a
tender offer is made and completed for 20%
or more of the voting securities of the Bank
or Company then outstanding.
(v) "Person" shall have the meaning ascribed to
such term in Section 13(d) and 14(d) of the
Exchange Act.
(vi) "Termination Date" shall mean the date of
receipt of the Notice of Termination
described in Section 5b or any later date
specified therein, as the case may be.
(vii) "Termination following a Change of Control"
shall mean either:
(A) termination of Consultant's
consulting services by the Company
after a Change of Control but prior
to October 17, 2005 for any reason
other than:
(1) Consultant's death or
inability to render
service to the Company due
to continuous illness,
injury or incapacity for a
period of twelve
consecutive months; or
(2) for "cause" as set forth in
Section 6(b) herein.
(B) termination initiated by Consultant
upon one or more of the following
occurrences:
(1) any failure of the
Company to comply with and
satisfy any of the
material terms of this
Agreement;
(2) any requirement that
Consultant undertake
business travel (or
commuting in excess of
fifty miles each way) to
an extent substantially
greater than is reasonable
and anticipated in the
overall context of this
Agreement;
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(3) Consultant determines, in
his sole discretion, after
a period of at least six
months following a Change
of Control that his
working relationship with
the Company has adversely
changed such that he is no
longer capable of
providing amicable and
meaningful consulting
services to the Company.
(b) Notice of Termination. Any
Termination following a Change in
Control shall be communicated to
the other party hereto in
accordance with Section 7(g)
hereof. For purposes of this
Agreement, the notice shall state
the reason for such termination and
the effective date of such
termination.
(c) Severance Compensation Upon
Termination Following a Change of
Control. Subject to the provisions
of Section 6(f), in the event of
Consultant's Termination following
a Change of Control, the Company
shall pay to Consultant, within 15
days after the effective date of
the termination (or as soon as
possible thereafter in the event
that the procedures set forth in
Section 6(f) hereof cannot be
completed within 15 days), an
amount in cash equal to 2.99 times
Consultant's Base Compensation as
set forth in Article III Section
5(a)(ii) above in full satisfaction
of any compensation and benefits
otherwise due under Article I
Sections 3 and 4 and Article II
Section 2.
(d) Other Payments: Stock Options and
Stock. The payment due under
Section 5(c) hereof shall be in
addition to and not in lieu of any
payments or benefits due to
Consultant for his prior services
as an employee of the Company under
Article II, Sections 1 and 3.
Further, all options to purchase
shares of stock of the Company and
all restrictions on shares of stock
of the Company previously granted
to Consultant shall become fully
vested and not subject to any
further conditions and such options
shall be exercisable as provided in
the respective Stock Option
Plan(s), provided, however, that
vesting and exercisability shall be
subject to applicable regulatory
requirements.
(e) Enforcement.
(i) In the event that Company
shall fail or refuse to
make payment of any
amounts due Consultant
under Sections 5(c) and
(d) within the respective
time periods provided
therein, the Company shall
pay to Consultant, in
addition to the payment of
any other sums provided in
this Agreement, interest,
compounded monthly, on any
amount remaining unpaid
from the date payment is
required under Sections
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5(c) and (d), as
appropriate, until paid to
Consultant, at the rate
from time to time
specified in The Wall
Street Journal as the
"prime rate" plus 2%, each
change in such rate to
take effect on the
effective date of the
change in such prime rate.
(ii) It is the intent of the
parties that Consultant
not be required to incur
any expenses associated
with the enforcement of
his rights under this
Section 5 by arbitration,
litigation or other legal
action because the cost
and expense thereof would
substantially detract from
the benefits intended to
be extended to Consultant
hereunder. Accordingly,
the Company shall pay
Consultant on demand the
amount necessary to
reimburse Consultant in
full for all expenses
(including all reasonable
attorneys' fees and legal
expenses) incurred by
Consultant in enforcing
any of the obligations of
the Company under this
Section 5 or any other
obligation of the Company
under this Agreement.
(f) Certain Reductions in Payments.
(i) If the aggregate payments
or benefits to be made or
afforded to Consultant
pursuant to this Agreement
(and any other plans,
programs and arrangements
maintained by the Company)
(the "Termination
Benefits") would
constitute "excess
parachute payments" within
the meaning of Section
280G of the Internal
Revenue Code of 1986, as
amended (the "Code") or
any successor thereto,
such Termination Benefits
shall be reduced to an
amount (the
"Non-Triggering Amount"),
the value of which is one
dollar ($1.00) less than
an amount equal to three
times Consultant's "Base
Amount", determined in
accordance with Code
Section 280G, so as to not
trigger the loss of
deduction provisions under
Section 280G of the
Internal Revenue Code and
the excise tax provisions
of Section 4999 of the
Internal Revenue Code. The
allocation of the
reduction required hereby
among the Termination
Benefits shall be
determined by Consultant.
Notwithstanding the
foregoing, if after
application of the
preceding sentences of
this subsection (f), it is
determined that the
Consultant received an
excess parachute payment
despite the reduction of
the Consultant's
Termination Benefits, the
excess of such Termination
Benefits paid to the
Consultant over 2.99 times
the Consultant's "Base
Amount", as defined in
Section 280G of the Code,
shall be treated as a loan
to Consultant, and
Consultant shall be
required to repay such
amount to the Bank or the
Company, or the successor
of the
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Bank or the Company,
within thirty days of the
date of such
determination, with
interest at the prime rate
plus two-percent as set
forth from time to time in
The Wall Street Journal.
(ii) All determinations to be
made under this Section 5
shall be made by the
Company's independent
public accountant (the
"Accounting Firm") within
10 days following the date
of Consultant's
Termination following a
Change of Control, which
firm shall provide its
determinations and any
supporting calculations
both to the Company and
Consultant within 10 days
of its determination date.
Any such determination by
the Accounting Firm shall
be binding upon the
Company and Consultant.
Within five days after the
Accounting Firm's
determination, the Company
shall pay (or cause to be
paid) or distribute (or
cause to be distributed)
to or for the benefit of
Consultant such amounts as
are then due to Consultant
under this Agreement.
(iii) In the event that
upon any audit of the
Termination Benefits by
the Internal Revenue
Service, or by a state or
local taxing authority, a
change is finally
determined to be required
in the amount of excise
taxes paid by Consultant,
appropriate adjustments
shall be made under this
Agreement such that the
net amount which is
payable to Consultant
after taking into account
the provisions of Section
4999 of the Code shall
reflect the intent of the
parties as expressed in
subsection (i) above, in
the manner determined by
the Accounting Firm.
(iv) All of the fees and
expenses of the Accounting
Firm in performing the
determinations referred to
in subsections (ii) and
(iii) above shall be borne
solely by the Company.
6. Termination. This Contract shall terminate
upon the occurrence of any one of the
following events:
(a) Death. This Agreement shall
terminate in the event of
Consultant's death. In such event,
the Company shall pay to
Consultant's executors, legal
representatives or administrators,
as applicable, an amount equal to
the lesser of Consultant's
compensation payable through
October 17, 2005, or Consultant's
compensation, on a monthly basis,
at the rate in effect at the time
of Consultant's death for a period
of one (1) year from the date of
Consultant's death. In addition,
(i) Consultant's estate shall be
entitled to receive any other
amounts earned, accrued or owing
but not yet paid under Article I,
Section 3 above and (ii) any other
benefits in accordance with the
terms of any applicable plans and
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programs of the Company, and
Consultant's spouse shall be
entitled to the health coverage
described in Section 2 until she
attains age 65. Otherwise, the
Company shall have no further
liability or obligation under this
Agreement to his executors, legal
representatives, administrators,
heirs or assigns or any other
person claiming under or through
him.
(b) Cause. The Company may terminate
the Agreement at any time, for
"cause" upon 30 days' written
notice, in which event all payments
under this Agreement shall cease,
except for consulting payments
earned by Consultant up to the date
of termination, and any other
vested benefits to which Consultant
is entitled by applicable law, in
accordance with the terms of any
applicable plans and programs of
the Company. For purposes of this
Agreement, termination for cause
shall include termination because
of Consultant's personal
dishonesty, incompetence, willful
misconduct, breach of fiduciary
duty involving personal profit,
intentional failure to perform
stated duties, willful violation of
any law, rule, or regulation (other
than traffic violations or similar
offenses) or final cease-and-desist
order or material breach of any
provision of this Agreement. For
purposes of this Agreement, an act
or omission on the part of
Consultant shall be deemed
"willful" only if it was not due
primarily to an error in judgment
or negligence and was done by
Consultant not in good faith and
without reasonable belief that the
act or omission was in the best
interests of the Company.
7. Miscellaneous.
(a) Governing Law. This Agreement shall
be governed by and construed in
accordance with the laws of the
Commonwealth of Pennsylvania.
(b) Entire Agreement/Amendments. Except
for the Agreement and General
Release described in Section 7(i)
below, this Agreement contains the
entire understanding of the parties
hereto and renders null and void
and of no force or effect any prior
written or oral agreements between
the parties, including but not
limited to the Employment Agreement
dated October 17, 2000. This
Agreement may not be altered,
modified, or amended except by
written instrument signed by the
parties hereto.
(c) No Waiver. The failure of a party
to insist upon strict adherence to
any term of this Agreement on any
occasion shall not be considered a
waiver of such party's rights or
deprive such party of
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the right thereafter to insist upon strict
adherence to that term or any other term of
this Agreement.
(d) Severability. In the Event that any one or
more of the provisions of this Agreement
shall be or become invalid, illegal or
unenforceable in any respect, the validity,
legality or enforceability of the remaining
provisions of this Agreement shall not be
affected thereby.
(e) Assignment. This Agreement shall not be
assignable by the Consultant.
(f) Binding Agreement. This Agreement shall
inure to the benefit of and be binding upon
the parties.
(g) Notice. For the purpose of this Agreement,
notices and all other communications shall
be in writing and shall be deemed to have
been given when delivered or mailed by
United States registered mail, return
receipt requested, postage prepaid,
addressed to the respective addressees set
forth on the execution page of this
Agreement, or to such other address as
either party may have furnished to the other
in writing in accordance herewith, except
that notice of change of address shall be
effective only upon receipt.
(h) Counterparts. This Agreement may be signed
in counterparts, each of which shall be an
original, with the same effect as if the
signatures thereto and hereto were upon the
same instrument.
(i) Release. The parties hereto have
contemporaneously entered into an Agreement
and General Release attached hereto as
Exhibit A the consideration for which, in
part, is the consideration set forth in this
Consulting Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement effective as of the day and year first above written.
Attest: WAYPOINT FINANCIAL CORP.
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_____________________________ By: __________________________
Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO
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