EXHIBIT 10.2
AGREEMENT
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Agreement made this 16 day of December 1998, between IRWIN BANK & TRUST
CO. with its principal office in Irwin, Pennsylvania ("Irwin"), and J. CURT
GARDNER, an individual of Westmoreland County, Pennsylvania ("Gardner").
PREAMBLE
Gardner has been employed by Irwin for 36 years. Gardner has most
recently served as president of Irwin. Gardner has announced his retirement, and
Irwin has accepted same effective December 31, 1998. Therefore, the parties
hereto, intending to be legally bound hereby, agree as follows:
AGREEMENT
1. GARDNER's RETIREMENT.
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The employment relationship between Gardner and Irwin shall
terminate and be of no further force or effect on December 31, 1998 with
Gardner's retirement from Irwin. Thereafter, Gardner will cease accruing time or
credit (vesting or otherwise) with respect to any type of Irwin related
retirement plan.
2. FUTURE PAYMENTS.
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Irwin will pay Gardner the total sum of $100,000. These
payments will be paid on a monthly basis commencing with the effective date of
this Agreement with the first $2,000.00 payment due December 31, 1998 or within
ten (10) days thereafter and shall continue uninterrupted for a period of fifty
(50) consecutive months. Irwin will withhold appropriate federal, state and
local income taxes from these payments.
3. MEDICAL INSURANCE COVERAGE.
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Irwin will provide Gardner and his wife with hospital and
major medical insurance coverage in accordance with the terms of such plans in
effect as of the execution date of this Agreement. Irwin shall provide this
coverage until Gardner and his spouse attain age 65.
4. EXPENSES.
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Irwin shall pay or reimburse Gardner or cause Gardner to be
paid or reimbursed, upon presentment of suitable vouchers, for all reasonable
business and travel expenses which may be incurred or paid by Gardner hereunder
so long as Gardner has obtained prior approval from the president of Irwin for
said expenses. Gardner shall comply with such restrictions and shall keep such
records as Irwin may deem necessary to meet the requirements of the Internal
Revenue Code and regulations promulgated thereunder.
5. DIRECTORSHIPS.
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(a) Gardner agrees to continue to serve as a director of
Irwin for as long as Gardner is permitted under Irwin's by-Laws.
(b) Gardner agrees to serve and/or to accept election and to
serve as a director of IBT Bancorp, Inc. ("IBTBI") for so long as he is
permitted under the By-Laws of IBTBI, if elected by the shareholders or
directors of IBTBI.
(c) As compensation for services rendered by Gardner as a
director of Irwin or IBTBI, Gardner shall be paid in accordance with the
director compensation schedule in effect at those institutions.
(d) During the term of this Agreement, Irwin will provide
Gardner with an office which shall be in the third floor office of Irwin's
offices in Irwin, Pennsylvania.
6. GARDNER'S DEATH.
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In the event Gardner dies during the term of this Agreement,
Irwin shall continue to pay the balance of the payments due him as set forth in
2 to this wife, if living, otherwise to his estate, as well as continuing to pay
the hospital and major medical insurance coverage for Gardner's wife until she
attains age 65.
7. AMENDMENT OR ALTERATION.
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No amendment or altercation of the terms of this Agreement
shall be valid unless made in writing and signed by both of the parties hereto.
8. GOVERNING LAW.
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This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania applicable to agreements made and to be performed
therein.
9. SEVERITY.
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The holding of any provision of this Agreement to be invalid
or unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect.
10. NOTICES.
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Any notices required or permitted to be given hereunder shall
be sufficient if in writing, and if delivered by hand or courier, or sent by
certified mail, return receipt requested, to the addresses set forth below or
such other addresses as either party may from time to time designate in writing
to the other, and shall be deemed given as of the date of the delivery or at the
expiration of three days in the event of a mailing.
Irwin Bank & Trust J. Curt Gardner
309 main Street 631 Turnpike Road
Irwin, PA 15642 North Huntingdon, PA 15642
11. WAIVER OR BREACH.
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It is agreed that a waiver by either party of a breach of any
provision of this Agreement shall not operate, or be construed, as a waiver of
any subsequent breach by that same party.
12. ENTIRE AGREEMENT AND BINDING EFFECT.
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This Agreement contains the entire agreement of the parties
with respect to the subject matter hereof, supersedes all prior agreements, both
written and oral, between the parties with respect to the subject matter hereof,
and shall be binding upon and inure to the benefit or the parties hereto and
their respective legal representatives, heirs, distributors, successors and
assigns.
13. FURTHER ASSURANCES.
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The parties agree to execute and deliver all such future
documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Agreement.
14. HEADINGS.
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The Section headings appearing in this Agreement are for the
purposes of each reference and shall not be considered a part of this Agreement
or in any way modify, demand or affect its provisions.