EXHIBIT 10.4
SUPPLEMENTAL EXECUTIVE BENEFIT AND
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CHANGE IN CONTROL AGREEMENT
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AGREEMENT made the 10th day of December, 1986 by and between UNITAS
NATIONAL BANK, a bank organized under the laws of the Commonwealth of
Pennsylvania and having its principal place of business in Huntingdon,
Pennsylvania (hereinafter referred to as the "Bank") and ROBERT C. WILLIAMS,
an individual residing at 511 Eleventh Street, Huntingdon, Pennsylvania
(hereinafter referred to as the "Executive").
WHEREAS, the Executive is employed by the Bank; and
WHEREAS, the Bank and the Executive desire to enter into an Agreement
whereby the Bank will agree to make certain payments to the Executive or his
beneficiary upon termination under specific conditions in order to induce the
Executive to remain employed by the Bank.
NOW, THEREFORE, in consideration of the continuing employment of the
Executive by the Bank and intending to be legally bound hereby, the Executive
and the Bank agree as follows:
SECTION I: Termination Pursuant to a Change in Control
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(A) Definition: Termination Pursuant to a Change in Control
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If the Executive's employment with the Bank is terminated by
the Bank or him upon the occurrence of the following events, it shall be
pursuant to a change in control.
(i) a merger, consolidation, acquisition,
reorganization, sale of all or substantially all
of the assets or other similar event, or a
"significant stock acquisition" of the Bank or the
Corporation wherein, and as a direct or indirect
result thereof, the nature and scope of the
Executive duties or his responsibilities with the
Bank or the surviving or acquiring person are
reduced to a level significantly below that which
he had enjoyed immediately prior to such event, or
his current base salary is reduced; or
(ii) a merger, consolidation, acquisition,
reorganization, sale of all or substantially all
of the assets or other similar event, or a
"significant stock acquisition" of the Bank or the
Corporation which is preceded by the Bank
terminating Executive's employment with the Bank
without cause prior to the occurrence of such
event, but after agreements in anticipation of the
event have been executed.
For purposes of the Agreement, a "significant stock acquisition"
of the Bank shall have occurred, if at any
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time during the Executive's employment with the Bank more than 35% of the votes
attributed to either the Bank's or the Corporation's outstanding equity
securities shall be acquired by any corporation, person or group. "Group" shall
mean persons who act in concert as described in Section 13(d) (2) of the
Securities Exchange Act of 1934, as amended.
For purposes of this Section, "Corporation" shall refer to United
National Bancorporation, a Pennsylvania corporation.
(B) Compensation Upon Termination Pursuant to a Change
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in Control
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If the Executive's employment is terminated pursuant to a change
in control, the Bank shall make monthly payments to the Executive or the
Executive's Beneficiary for his services prior to the change in control in an
amount equal to his last full regular monthly compensation, commencing on the
first day of the first month following the change in control date and continuing
through the thirty-sixth (36th) month following the date of the change in
control.
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SECTION II: Miscellaneous
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(A) Termination of Employment
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This Agreement shall not in any way constitute an employment
agreement between the Executive and Bank and shall in no way obligate the Bank
to continue the employment of the Executive with the Bank, nor shall this
Agreement limit the right of the Bank to terminate Executive's employment with
the Bank for any reason.
(B) Attachment
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Neither this Agreement nor any benefit payable hereunder shall be
subject to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or change or to execution, attachment, levy or similar process or
assignment by operation of law, and any attempt, voluntarily or involuntarily,
to effect such action shall be void and of no effect.
(C) Other Benefits and Agreements
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In all respects the benefits provided for the Executive hereunder
are in addition to any other benefits the Executive may have under any other
plan or program of the Bank, and, except as aforementioned or otherwise
expressly provided for
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herein, this Agreement shall supplement and shall not supersede any other
Agreement between the Bank and the Executive or any provision contained therein.
(D) Notices
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Any notice which shall be or may be given hereunder shall be in
writing and shall be mailed by certified mail, postage prepaid, addressed as
follows:
If to the Executive:
Robert C. Williams
511 Eleventh Street
Huntingdon, PA 16652
If to the Bank:
Director of Personnel
Unitas National Bank
501 Penn Street
Huntingdon, PA 16652
Any party hereto may from time to time change the address to which notices to it
shall be mailed by giving notice thereof in the manner provided for herein.
(E) Binding Effect
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This Agreement shall be binding upon and inure to the benefit of
the parties hereto, their respective heirs,
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Executors, Administrators, Successors and, to the extent permitted hereunder,
assigns.
(F) Entire Agreement
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This Agreement represents the entire understanding between the
parties hereto and may be amended only by an instrument in writing signed by
such parties.
(G) Jurisdiction
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The parties hereto consent to the exclusive jurisdiction of the
courts of the Commonwealth of Pennsylvania in any and all action arising
hereunder.
(H) Governing Laws
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This Agreement shall be governed and construed under the laws of
the Commonwealth of Pennsylvania as in effect at the time of the execution of
this Agreement.
(I) Headings
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All headings preceding the text of the several paragraphs hereof
are inserted solely for reference and shall not constitute a part of this
Agreement, nor affect its meaning, construction or effect.
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(J) Qualified Benefit
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This Agreement is not intended to be subject to the regulations
contained in the Employee Retirement Income Security Act of 1974 (ERISA).
IN WITNESS WHEREOF, the Bank has caused this Agreement to be
executed and attested to on its behalf by its duly authorized officers, and the
Executive hereunto has set his hand and seal as of the day and year first above
written.
ATTEST: UNITAS NATIONAL BANK
/s/Dorothy J. Jamison By: /s/Joseph W. Goodwin
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Secretary President
(SEAL)
WITNESS:
/s/Sylvia F. Clapper /s/Robert C. Williams (SEAL)
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Robert C. Williams
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By execution hereof, United National Bancorporation consents to and agrees
to be bound by the terms and conditions of this Agreement.
ATTEST: UNITED NATIONAL BANCORPORATION
/s/Dorothy J. Jamison By: /s/Joseph W. Goodwin
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Secretary President
(SEAL)
The undersigned approve the foregoing Agreement as being in accord with
action taken by the Boards of Directors of Unitas National Bank and United
National Bancorporation respectively.
/s/William C. Huston
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WILLIAM C. HUSTON
Chairman of the Board
Unitas National Bank
United National Bancorporation
/s/C. Kenneth Crotsley
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C. KENNETH CROTSLEY
Chairman of Personnel Committee
Unitas National Bank
United National Bancorporation
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