EXHIBIT 10.16
November 10, 1998
Mr. Christopher J. Carey
1418 Jericho Road
Abington, PA 19001
Dear Chris:
I am pleased to confirm the conditions of our employment offer as follows:
1. Annualized Salary: $250,000
2. Bonus (for 1999 performance): $150,000 Guaranteed
3. Stock Option: 40,000, with 5-year vesting schedule, 10-year term. Immediate vesting
if change of control (which is defined as the dissolution or
liquidation of Provident (PFGI) or any merger in which Provident is not
the surviving corporation).
4. Title: Executive Vice President & CFO of PFGI
5. Change of Control: If any change of control occurs, Carey has 30 days after the change of
control to notify the company of his intent to end his employment, and
two years of his base salary and bonus shall be paid to Carey
regardless of if and when other employment is secured. The bonus
payments shall be based on the highest bonus paid to Carey during the
two years preceding the change in control, or the initial guaranteed
bonus of $150,000, whichever amount is greater. Carey will also receive
benefits detailed in 6B below for a two year period.
6. Termination of Employment: A. If Carey's employment is terminated for any reason except for acts
which are illegal, fraudulent, or those, which constitute willful or
gross misconduct or gross dereliction of duty, then he shall be paid a
severance of his then current base salary and bonus for one full year
from the effective date of his termination. The bonus will be the
highest bonus paid to Carey during the two years preceding his
termination, or the initial guaranteed bonus of $150,000, whichever is
greater.
B. Carey will also receive full continuation of health care coverage
for one year from the date of termination. Carey will be provided
outplacement services by PFGI, or its successor, by Manchester Partners
International, at their "Leaders in Transition" program level, or
then-equivalent level of service. PFGI, or its successor will pay the
cost of these outplacement services.
7. Relocation: Coverage as detailed in comprehensive policy (being mailed to your
home).
8. Benefits: All rights and privileges as provided to all Bank employees (feel free
to contact Terry Henley, Senior Vice President, Human Resources, at
(513) 579-2098.
9. Deferred Compensation: Eligible 1/1/99
10. Vacation: 4 weeks
11. Drug Test & Bondability: Offer contingent upon passing the drug exam and bondability.
Chris, I look forward to your joining us as soon as possible. If you agree with the terms of this offer, please sign below
and return a copy to me.
Sincerely,
/s/Robert L. Hoverson
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Robert L. Hoverson
President & Chief Executive Officer
Agreed and accepted:
/s/ Christopher J. Carey
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Christopher J. Carey
Date: November 16, 1998
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