Exhibit 10.7
NORTHWEST SAVINGS BANK
NORTHWEST BANCORP, INC.
SENIOR VICE PRESIDENT
EMPLOYMENT AGREEMENT
This Agreement is made effective as of the ____ day of _____________,
1998 by and between (i) Northwest Savings Bank (the "Bank"), a
Pennsylvania-chartered stock savings bank and Northwest Bancorp, Inc. (the
"Company"), a Pennsylvania-chartered corporation, each with its principal
administrative office at Liberty and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
and (ii) ____________________________ (the "Executive").
WHEREAS, the Bank and the Company desire the continued services of
Executive for the period provided in this Agreement; and
WHEREAS, Executive is willing to continue to serve in the employ of the
Bank and the Company on a full-time basis for said period and agrees not to
compete with the Bank or the Company following any termination of employment,
except upon a Change in Control, as set forth herein..
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:
1. POSITION AND RESPONSIBILITIES
During the period of his employment hereunder, Executive agrees to
serve as ______________________________________________________________________.
During said period, Executive also agrees to serve, if elected, as an officer of
any subsidiary or affiliate of the Bank or the Company.
2. TERMS AND DUTIES
(a) The period of Executive's employment under this Agreement shall
begin as of the date first above written and shall continue for a period of
thirty-six (36) full calendar months thereafter. Commencing on the first
anniversary date of this Agreement, and continuing at each anniversary date
thereafter, the Agreement shall renew for an additional year such that the
remaining term shall be three (3) years unless written notice is provided to
Executive at least ten (10) days and not more than thirty (30) days prior to any
such anniversary date, that this Agreement shall cease at the end of thirty-six
(36) months following such anniversary date. Prior to each notice period for
non-renewal, the disinterested members of the Board of Directors of the Bank
("Board") will conduct a comprehensive performance evaluation and review of the
Executive for purposes of determining whether to extend the Agreement, and the
results thereof shall be included in the minutes of the Board's meeting.
(b) During the period of his employment hereunder, except for periods
of absence occasioned by illness, reasonable vacation periods, and reasonable
leaves of absence, Executive shall faithfully perform his duties hereunder, to
the best of his abilities, including activities and services related to the
organization, operation and management of the Bank and the Company.
3. COMPENSATION AND REIMBURSEMENT
(a) The compensation specified under this Agreement shall constitute
the salary and benefits paid for the duties described in Section 2(b). The Bank
shall pay Executive as compensation a salary of not less than $_______ per year
("Base Salary"). Such Base Salary shall be payable bi-weekly. During the period
of this Agreement, Executive's Base Salary shall be reviewed at least annually;
the first such review will be made no later than _________________. Such review
shall be conducted by a Committee designated by the Board, and the Board may
increase, but not decrease, Executive's Base Salary (any increase in Base Salary
shall become the "Base Salary" for purposes of this Agreement). In addition to
the Base Salary provided in this Section 3(a), the Bank shall provide Executive
with all such other benefits as are provided uniformly to executive officers of
the Bank.
(b) The Bank will provide Executive with employee benefit plans,
arrangements and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement, and the Bank will not, without
Executive's prior written consent, make any changes to such plans, arrangements
or perquisites which would adversely affect Executive's rights or benefits
thereunder unless any such change is broad-based and affects substantially all
executives of the Bank. Without limiting the generality of the foregoing
provisions of this Subsection (b), Executive will be entitled to participate in
or receive benefits under any employee benefit plans including but not limited
to the retirement plan, 401(k) plan, employee stock ownership plan, supplemental
pension plan, health-and-accident plans, medical coverage or any other employee
benefit plan or arrangement made available by the Bank in the future to its
senior executives and key management employees, subject to and on a basis
consistent with the terms, conditions and overall administration of such plans
and arrangements. Executive will be entitled to incentive compensation and
bonuses as provided in any plan of the Bank in which Executive is eligible to
participate (and he shall be entitled to a pro rata distribution under any
incentive compensation or bonus plan as to any year in which a termination of
employment occurs, other than Termination for Cause). Nothing paid to the
Executive under any such plan or arrangement will be deemed to be in lieu of
other compensation to which the Executive is entitled under this Agreement.
(c) In addition to the Base Salary provided for by paragraph (a) of
this Section 3, the Bank shall pay or reimburse Executive for all reasonable
travel and other reasonable expenses incurred by Executive performing his
obligations under this Agreement and may provide such additional compensation in
such form and such amounts as the Board may from time to time determine.
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(d) Compensation and reimbursement to be paid pursuant to paragraphs
(a), (b) and (c) of this Section 3 shall be paid by the Bank and the Company,
respectively, on a pro rata basis, based upon the amount of service the
Executive devotes to the Bank and Company, respectively.
4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION
The provisions of this Section shall in all respects be subject to the
terms and conditions stated in Sections 7 and 14.
(a) The provisions of this Section shall apply upon the occurrence of
an Event of Termination (as herein defined) during the Executive's term of
employment under this Agreement. As used in this Agreement, an "Event of
Termination" shall mean and include any one or more of the following:
(i) the termination by the Bank or the Company of Executive's full-time
employment hereunder for any reason other than (A) Disability or Retirement, as
defined in Section 5 below, or (B) Termination for Cause as defined in Section 6
hereof; or
(ii) Executive's resignation from the Bank or the Company's employ,
upon any
(A) reduction in Executive's Base Salary or a reduction in the
benefits and perquisites to the Executive from those being
provided as of the effective date of this Agreement, provided,
however, that a reduction in benefits or perquisites that is
broad based and affects substantially all executives of the
Bank shall not be deemed an Event of Termination hereunder
unless such reduction in benefits or perquisites occurs
coincident with or following a Change in Control,
(B) reduction in Executive's duties, responsibilities or
status with the Bank or the Company, such that there is a
reduction in the Executive's Pay Grade Level in effect on the
date of this Agreement, of more than three levels (for
purposes of this Agreement, "Pay Grade Level" means the level
assigned by the Bank, which level corresponds to a particular
job description, as circulated annually to the executive
officers of the Bank),
(C) a relocation of Executive's principal place of employment
by more than 30 miles from its location as of the effective
date of this Agreement,
(D) liquidation or dissolution of the Bank or the Company
other than liquidations or dissolutions that are caused by
reorganizations that do not affect the status of Executive, or
(E) breach of this Agreement by the Bank or the Company.
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Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or
(E) above, Executive shall have the right to elect to terminate his employment
under this Agreement by resignation upon not less than one hundred and twenty
(120) days prior written notice given within a reasonable period of time not to
exceed twelve calendar months after the initial event giving rise to said right
to elect. Notwithstanding the preceding sentence, in the event of a continuing
breach of this Agreement by the Bank or the Company, the Executive, after giving
due notice within the prescribed time frame of an initial event specified above,
shall not waive any of his rights solely under this Agreement and this Section 4
by virtue of the fact that Executive has submitted his resignation but has
remained in the employment of the Bank or the Company and is engaged in good
faith discussions to resolve any occurrence of an event described in clauses
(ii) (A), (B), (C), (D) or (E) above.
(iii) Executive's voluntary resignation from the Bank and/or Company's
employ on the effective date of, or within two (2) years following, a Change in
Control during the term of this Agreement. For these purposes, a Change in
Control of the Bank or the Company shall mean a change in control of a nature
that: (i) would be required to be reported in response to Item 1(a) of the
current report on Form 8-K, as in effect on the date hereof, pursuant to Section
13 or 15(d) of the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); or (ii)
results in a Change in Control of the Bank or the Company within the meaning of
the Bank Holding Company Act, as amended, and applicable rules and regulations
promulgated thereunder, as in effect at the time of the Change in Control
(collectively, the "BHCA"); or (iii) without limitation such a Change in Control
shall be deemed to have occurred at such time as (a) any "person" (as the term
is used in Sections 13(d) and 14(d) of the Exchange Act) other than the
Company's mutual holding company parent, is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of Company's outstanding securities except for any securities purchased by the
Bank's employee stock ownership plan or trust; or (b) individuals who constitute
the Board on the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof 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 an Incumbent Board, shall be, for
purposes of this clause (b), considered as though he were a member of the
Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the Bank or the Company or similar
transaction in which the Bank or Company is not the surviving institution
occurs; or (d) a proxy statement 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 similar transaction with one or more corporations or financial
institutions, and as a result of such proxy solicitation, a plan of
reorganization, merger consolidation or similar transaction involving the
Company is approved by the Company's Board of Directors or the requisite vote of
the Company's stockholders; or (e) a tender offer is made for 25% or more of the
voting securities of the Company and the shareholders owning beneficially or of
record 25% or more of the outstanding securities of the Company have tendered or
offered to sell their shares pursuant to such tender offer and such tendered
shares have been accepted by the tender offeror.
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(b) Upon the occurrence of an Event of Termination, on the Date of
Termination, as defined in Section 7, the Bank or the Company shall pay
Executive, or, in the event of his subsequent death, his beneficiary or
beneficiaries, or his estate, as the case may be, as severance pay or liquidated
damages, or both, a sum equal to three (3) times the highest rate of Base Salary
awarded to the Executive during the prior three years. At the election of the
Executive, which election is to be made on an annual basis during the month of
January, and which election is irrevocable for the year in which made and upon
the occurrence of an Event of Termination, any payments may be made in a lump
sum or paid bi-weekly during the remaining term of this Agreement following the
Executive's termination. In the event that no election is made, payment to the
Executive will be made on a bi-weekly basis during the remaining term of this
Agreement. In the event the Executive obtains other employment following
termination of employment, all payments due under this Agreement that have not
yet been made shall not be reduced and may, at the Executive's request, become
payable in a lump sum as soon as administratively possible.
(c) Upon the occurrence of an Event of Termination, the Bank or the
Company will cause to be continued life, medical and dental coverage
substantially identical to the coverage maintained by the Bank or the Company
for Executive prior to his termination. Such coverage shall continue for 18
months from the Date of Termination unless the Executive obtains other
employment following termination of employment under which substantially similar
benefits are provided and in which the Executive is eligible to participate.
(d) Notwithstanding the preceding paragraphs of this Section 4, if the
aggregate payments or benefits to be made or afforded to Executive under said
paragraphs (the "Termination Benefits") would be deemed to include an "excess
parachute payment" under Section 280G of the Code or any successor thereto, such
Termination Benefits will be reduced to an amount (the "Non-Triggering Amount"),
the value of which is one dollar ($1.00) less than an amount equal to the total
amount of payments permissible under Section 280G of the Code or any successor
thereto. In the event any change in the Code or regulations thereunder should
reduce the amount of payments permissible under Section 280G of the Code in
effect on the date of this Agreement, then the Termination Benefits to be paid
to the Executive shall be determined as if such change in the Code or
regulations had not been made.
5. TERMINATION UPON RETIREMENT, DISABILITY OR DEATH
Termination by the Bank of the Executive based on "Retirement" shall
mean termination in accordance with the Bank's retirement policy or in
accordance with any retirement arrangement established with Executive's consent
with respect to him. Upon termination of Executive upon Retirement, Executive
shall be entitled to all benefits under any retirement plan of the Bank and
other plans to which Executive is a party.
In the event Executive is unable to perform his duties under this
Agreement on a full-time basis for a period of six (6) consecutive months by
reason of illness or other physical or mental disability, the Bank or the
Company may terminate this Agreement, provided that the Bank or the
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Company shall continue to be obligated to pay the Executive his Base Salary for
the remaining term of the Agreement, or one year, whichever is the longer period
of time, and provided further that any amounts actually paid to Executive
pursuant to any disability insurance or other similar such program which the
Bank or the Company has provided or may provide on behalf of its employees or
pursuant to any ▇▇▇▇▇▇▇'▇ or social security disability program shall reduce the
compensation to be paid to the Executive pursuant to this paragraph.
In the event of Executive's death during the term of the Agreement, his
estate, legal representatives or named beneficiaries (as directed by Executive
in writing) shall be paid Executive's Base Salary as defined in Paragraph 3(a)
at the rate in effect at the time Executive's death for a period of one (1) year
from the date of the Executive's death, and the Bank or the Company will
continue to provide life, medical and dental benefits previously provided for
the Executive's family for three (3) years after the Executive's death.
6. TERMINATION FOR CAUSE
The term "Termination for Cause" shall mean termination because of the
Executive's personal dishonesty, willful misconduct, any 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. In determining incompetence, the acts or omissions
shall be measured against standards generally prevailing in the savings
institutions industry. For purposes of this paragraph, no act or failure to act
on the part of Executive shall be considered "willful" unless done, or omitted
to be done, by the Executive not in good faith and without reasonable belief
that the Executive's action or omission was in the best interest of the Bank or
the Company. Notwithstanding the foregoing, Executive shall not be deemed to
have been Terminated for Cause unless and until there shall have been delivered
to him a copy of a resolution duly adopted by the affirmative vote of not less
than three-fourths of the members of the Board at a meeting of the Board called
and held for that purpose (after reasonable notice to Executive and an
opportunity for him, together with counsel, to be heard before the Board),
finding that in the good faith opinion of the Board, Executive was guilty of
conduct justifying Termination for Cause and specifying the particulars thereof
in detail. The Executive shall not have the right to receive compensation or
other benefits for any period after Termination for Cause. Any stock options
granted to Executive under any stock option plan of the Bank, the Company or any
subsidiary or affiliate thereof, that have not yet vested shall become null and
void effective upon Executive's receipt of Notice of Termination for Cause
pursuant to Section 7 hereof, and shall not be exercisable by Executive at any
time subsequent to such Termination for Cause.
7. NOTICE
(a) Any purported termination by the Bank, the Company or by the
Executive shall be communicated by Notice of Termination to the other party
hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a
written notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
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circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated.
(b) "Date of Termination" shall mean (A) if Executive's employment is
terminated for Disability, thirty (30) days after a Notice of Termination is
given (provided that he shall not have returned to the performance of his duties
on a full-time basis during such thirty (30) day period), and (B) if his
employment is terminated for any other reason, the date specified in the Notice
of Termination (which, in the case of a Termination for Cause, shall not be less
than thirty (30) days from the date such Notice of Termination is given).
(c) If, within thirty (30) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other party
that a dispute exists concerning the termination, except upon the voluntary
termination by the Executive in which case the Date of Termination shall be the
date specified in the Notice, the Date of Termination shall be the date on which
the dispute is finally determined, either by mutual written agreement of the
parties, by a binding arbitration award, or by a final judgment, order or decree
of a court of competent jurisdiction (the time for appeal having expired and no
appeal having been perfected) and provided further that the Date of Termination
shall be extended by a notice of dispute only if such notice is given in good
faith and the party giving such notice pursues the resolution of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Bank or the Company will continue to pay Executive his full compensation in
effect when the notice giving rise to the dispute was given (including, but not
limited to, Base Salary) and continue Executive as a participant in all
compensation, benefit and insurance plans in which he was participating when the
notice of dispute was given, until the dispute is finally resolved in accordance
with this Agreement, provided such dispute is resolved within the term of this
Agreement. If such dispute is not resolved within the term of the Agreement, the
Bank shall not be obligated, upon final resolution of such dispute, to pay
Executive compensation and other payments accruing beyond the term of the
Agreement. Amounts paid under this Section shall be offset against or reduce any
other amounts due under this Agreement.
8. POST-TERMINATION OBLIGATIONS
(a) All payments and benefits to Executive under this Agreement shall
be subject to Executive's compliance with paragraph (b) of this Section 8 during
the term of this Agreement and for two (2) full years after the expiration or
termination hereof.
(b) Executive shall, upon reasonable notice, furnish such information
and assistance to the Bank or the Company as may reasonably be required by the
Bank or the Company in connection with any litigation in which it or any of its
subsidiaries or affiliates is, or may become, a party.
9. NON-COMPETITION
(a) Upon any termination of Executive's employment (whether voluntary
or involuntary), other than a termination (whether voluntary or involuntary) in
connection with a Change in Control, Executive agrees not to compete with the
Bank and the Company for a period of two (2) years
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following such termination within one hundred (100) miles of any existing branch
of the Bank, the Bank's subsidiaries, or any subsidiary of the Company, or
within one hundred (100) miles of any office for which the Bank, the Bank's
subsidiaries, the Company or a bank subsidiary of the Company has filed an
application for regulatory approval, determined as of the effective date of such
termination, except as agreed to pursuant to a resolution duly adopted by the
Board. Executive agrees that during such period and within said cities, towns
and counties, Executive shall not work for or advise, consult or otherwise serve
with, directly or indirectly, any entity whose business materially competes with
the depository, lending or other business activities of the Bank or the Company.
The parties hereto, recognizing that irreparable injury will result to the Bank
or the Company, its business and property in the event of Executive's breach of
this Subsection 9(a) agree that in the event of any such breach by Executive,
the Bank and the Company will be entitled, in addition to any other remedies and
damages available, to an injunction to restrain the violation hereof by
Executive, Executive's partners, agents, servants, employers, employees and all
persons acting for or with Executive. Executive represents and admits that
Executive's experience and capabilities are such that Executive can obtain
employment in a business engaged in other lines and/or of a different nature
than the Bank or the Company, and that the enforcement of a remedy by way of
injunction will not prevent Executive from earning a livelihood. Nothing herein
will be construed as prohibiting the Bank or the Company from pursuing any other
remedies available to the Bank or the Company for such breach or threatened
breach, including the recovery of damages from Executive.
(b) Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Bank, the Company
and affiliates thereof, as it may exist from time to time, is a valuable,
special and unique asset of the business of the Bank and the Company. Executive
will not, during or after the term of his employment, disclose any knowledge of
the past, present, planned or considered business activities of the Bank, the
Company or affiliates thereof to any person, firm, corporation, or other entity
for any reason or purpose whatsoever (except for such disclosure as may be
required to be provided to any federal banking agency with jurisdiction over the
Bank, the Company or the Executive). Notwithstanding the foregoing, Executive
may disclose any knowledge of banking, financial and/or economic principles,
concepts or ideas which are not solely and exclusively derived from the business
plans and activities of the Bank or the Company, and Executive may disclose any
information regarding the Bank or the Company which is otherwise publicly
available. In the event of a breach or threatened breach by the Executive of the
provisions of this Section 9, the Bank and/or the Company will be entitled to an
injunction restraining Executive from disclosing, in whole or in part, the
knowledge of the past, present, planned or considered business activities of the
Bank, the Company or affiliates thereof, or from rendering any services to any
person, firm, corporation, other entity to whom such knowledge, in whole or in
part, has been disclosed or is threatened to be disclosed. Nothing herein will
be construed as prohibiting the Bank or the Company from pursuing any other
remedies available to the Bank or the Company for such breach or threatened
breach, including the recovery of damages from Executive.
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10. SOURCE OF PAYMENTS
All payments provided in this Agreement shall be timely paid in cash,
check or direct deposit from the general funds of the Bank. The Company,
however, guarantees payment and provision of all amounts and benefits due
hereunder to Executive and, if such amounts and benefits due from the Bank are
not timely paid or provided by the Bank, such amounts and benefits shall be paid
or provided by the Company.
11. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS
This Agreement contains the entire understanding between the parties
hereto and supersedes any prior employment agreement between the Bank, the
Company or any predecessor of the Bank or Company and Executive, except that
this Agreement shall not affect or operate to reduce any benefit or compensation
inuring to the Executive of a kind elsewhere provided. No provision of this
Agreement shall be interpreted to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this Agreement.
12. NO ATTACHMENT
(a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of,
Executive and the Bank and their respective successors and assigns.
13. MODIFICATION AND WAIVER
(a) This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto.
(b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.
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14. SEVERABILITY
If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall, to the full extent consistent with
law, continue in full force and effect.
15. HEADINGS FOR REFERENCE ONLY
The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
16. GOVERNING LAW
This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania but only to the extent not superseded by federal law.
17. ARBITRATION
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by the employee within one
hundred (100) miles from the location of the Bank, in accordance with the rules
of the American Arbitration Association then in effect. Judgment may be entered
on the arbitrator's award in any court having jurisdiction; provided, however,
that Executive shall be entitled to seek specific performance of his right to be
paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.
18. PAYMENT OF LEGAL FEES
All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of interpretation relating to this Agreement shall be paid
or reimbursed by the Bank or the Company, provided that the dispute or
interpretation has been settled by Executive and the Bank or the Company or
resolved in the Executive's favor.
19. INDEMNIFICATION
The Bank shall provide Executive (including his heirs, executors and
administrators) with coverage under a standard directors' and officers'
liability insurance policy at its expense, and shall indemnify Executive (and
his heirs, executors and administrators) to the fullest extent permitted under
applicable law against all expenses and liabilities reasonably incurred by him
in connection with or arising out of any action, suit or proceeding in which he
may be involved by reason of his having been a director or officer of the Bank
or the Company (whether or not he continues to be a
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director or officer at the time of incurring such expenses or liabilities), such
expenses and liabilities to include, but not be limited to, judgments, court
costs and attorneys' fees and the cost of reasonable settlements (such
settlements must be approved by the Board of Directors of the Bank). If such
action, suit or proceeding is brought against Executive in his capacity as an
officer or director of the Bank or the Company, however, such indemnification
shall not extend to matters as to which Executive is finally adjudged to be
liable for willful misconduct in the performance of his duties.
20. SUCCESSOR TO THE BANK
The Bank and the Company shall require any successor or assignee,
whether direct or indirect, by purchase, merger, consolidation or otherwise, to
all or substantially all the business or assets of the Bank or the Company,
expressly and unconditionally to assume and agree to perform the Bank and/or
Company's obligations under this Agreement, in the same manner and to the same
extent that the Bank and/or Company would be required to perform if no such
succession or assignment had taken place.
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SIGNATURES
IN WITNESS WHEREOF, the Bank and the Company have caused this Agreement
to be executed and their seals to be affixed hereunto by their duly authorized
officers, and Executive has signed this Agreement, on the day and date first
above written.
ATTEST: NORTHWEST SAVINGS BANK
By:
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ATTEST: NORTHWEST BANCORP, INC.
By:
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WITNESS: EXECUTIVE:
By:
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