MEDICAL INSURANCE CONTINUATION AGREEMENT
THIS AGREEMENT is entered into this 21st day of February 2006,
("Effective Date") by and between Irwin Bank and Trust Company, Irwin,
Pennsylvania (the "Bank") and Charles G. Urtin (the "Executive").
WITNESSETH
WHEREAS, the Executive has heretofore been employed by the Bank as the
President and Chief Executive Officer and is experienced in all phases of the
business of the Bank; and
WHEREAS, the Bank desires to be ensured of the Executive's continued
active participation in the business of the Bank; and
WHEREAS, in order to induce the Executive to remain in the employ of
the Bank and in consideration of the Executive's agreeing to remain in the
employ of the Bank, the parties desire to enter into this Medical Insurance
Continuation Agreement ("Agreement") between the Bank and the Executive;
NOW THEREFORE, in consideration of the covenants and the mutual
agreements herein contained, the parties hereby agree as follows:
1. Participation in Medical Plans and Insurance Policies. If the
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Executive's employment is terminated by the Bank for any reason prior to the
date that the Executive shall attain age 65, the Executive and the Executive's
dependent family shall be eligible to participate in medical and dental
insurance plans sponsored by the Bank or IBT Bancorp, Inc. ("Parent") and any
successor thereto, with the cost of such premiums paid by the Bank until such
time that the Executive and the Executive's spouse shall be eligible for
coverage under the Federal Medicare System or any successor program.
2. Regulatory Exclusions.
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Notwithstanding anything herein to the contrary, any payments made to
the Executive pursuant to the Agreement, or otherwise, shall be subject to and
conditioned upon compliance with 12 USC ss.1828(k) and any regulations
promulgated thereunder.
3. Successors and Assigns.
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(a) This Agreement shall inure to the benefit of and be binding
upon any corporate or other successor of the Bank or Parent which shall acquire,
directly or indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the Bank or Parent.
(b) Since the Bank is contracting for the unique and personal
skills of the Executive, the Executive shall be precluded from assigning or
delegating his rights or duties hereunder without first obtaining the written
consent of the Bank.
4. Amendment; Waiver. No provisions of this Agreement may be
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modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing, signed by the Executive and such officer or officers as
may be specifically designated by the Board of Directors of the Bank to sign on
its behalf. No waiver by any party hereto at any time of any breach by any other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
5. Governing Law. The validity, interpretation, construction and
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performance of this Agreement shall be governed by the laws of the United States
where applicable and otherwise by the substantive laws of the Commonwealth of
Pennsylvania.
6. Nature of Obligations. Nothing contained herein shall create
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or require the Bank to create a trust of any kind to fund any benefits which may
be payable hereunder, and to the extent that the Executive acquires a right to
receive benefits from the Bank hereunder, such right shall be no greater than
the right of any unsecured general creditor of the Bank.
7. Headings. The section headings contained in this Agreement are
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for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
8. Severability. The provisions of this Agreement shall be deemed
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severable and the invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of the other
provisions of this Agreement, which shall remain in full force and effect.
9. Arbitration. Any controversy or claim arising out of or
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relating to this Agreement, or the breach thereof, shall be settled exclusively
by arbitration in accordance with the rules then in effect of the district
office of the American Arbitration Association ("AAA") nearest to the home
office of the Bank, and judgment upon the award rendered may be entered in any
court having jurisdiction thereof, except to the extent that the parties may
otherwise reach a mutual settlement of such issue. The provisions of this
Section 9 shall survive the expiration of this Agreement.
10. Entire Agreement. This Agreement together with any
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understanding or modifications thereof as agreed to in writing by the parties,
shall constitute the entire agreement between the parties hereto. This Agreement
shall supersede any prior employment agreements and/or change in control
severance agreements between the Executive and the Bank.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first hereinabove written.
Irwin Bank and Trust Company
ATTEST: By: /s/Robert Rebich, Jr.
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Robert Rebich, Jr.
Chairman
/s/Robert A. Bowell
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Secretary
WITNESS:
/s/Margaret P. O'Neal /s/Charles G. Urtin
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Charles G. Urtin