November 5, 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. Target Bonus (for 1999 performance): $150,000
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 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 (see above definition)
over the next 2 years, base salary and target
bonus guaranteed for the 2-year period
following the effective date of change of
control.
6. Termination of Employment: If for other than acts which were
illegal, willfully negligent, dishonest,
fraudulent, or were gross misconduct,
the balance of base salary and target
bonus payable through the following
1-year period.
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
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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