Exhibit 10.e Smalls Employment Agreement
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, effective as of November 1, 2004 (the "Effective
Date") between United Bank of Philadelphia, a bank organized and incorporated
under the laws of the Commonwealth of Pennsylvania, with offices at 300 North
Third Street, Philadelphia, Pennsylvania 19106 (the "Bank") and Evelyn Smalls
(the "Executive").
WITNESSETH:
WHEREAS, the Bank is a Pennsylvania bank, incorporated on September 17, 1990 as
a Pennsylvania-charted commercial bank; and
WHEREAS, the Executive is currently serving as President and Chief Executive
Officer of the Bank; and
WHEREAS. the Bank desires to continue to have the benefits of the Executive's
services as President and Chief Executive Officer and the Executive desires to
continue to serve in such capacity for the Bank;
WHEREAS, the parties desire to enter into this Employment Agreement setting
forth the terms and conditions of the employment relationship between the Bank
and the Executive;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein the Bank and the Executive, each intending to be legally bound
hereby. agree as follows:
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1. Duties and Term.
a. Duties and Authority. The Bank hereby employs the Executive to serve in the
capacity of President and Chief Executive Officer of the Bank and the Executive
agrees to continue in employment in such capacity with the Bank from the
Effective Date hereof through the term of this Agreement. As President and Chief
Executive Officer, the Executive shall be responsible for the day-to-day
operations and overall management of the Bank, promote the Bank in the minority
community and with the public in general and perform such additional duties of a
managerial or executive nature consistent with her title as will promote the
profitability and growth of the Bank or as the Board of Directors of the Bank
(the "Board") may from time to time reasonably direct.
b. Devotion to Duties. During the term of this Agreement, the Executive will
devote substantially all of her skill, knowledge and working time to the
conscientious performance of her duties, except for vacation time in accordance
with the Employer's vacation policies and Section 2(e), absence for sickness or
similar disability in accordance with the Employer's paid time off policies, and
authorized leaves of absence. To the extent that it does not significantly
interfere with the performance of the Executive's duties hereunder, it shall not
be a violation of this Agreement for the Executive to (i) serve on corporate,
civic or charitable boards or committees, if and to the extent approved by the
Board. and (ii) manage personal investments.
c. Term of Agreement. The term of the Executive's employment under this
Agreement shall commence upon the Effective Date of this Agreement and shall
continue until October 31, 2007 unless the employment of the Executive is sooner
terminated pursuant to Section 3, 4, or 5 of this Agreement. The term of this
Agreement shall be extended upon agreement of the parties at any time prior to
the expiration date. The period during which the
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Executive is employed pursuant to this Agreement shall be referred to as the
"Employment Term." 2. Compensation.
a. Base Salary. During the first year of the Employment Term, the Bank shall pay
the Executive an annual base salary ("Base Salary") of $160,000 payable in equal
bi-weekly installments or as the parties otherwise agree. The Board will review
the Executive's Base Salary annually during the Executive's Employment Period
and, at its discretion, may increase (but not decrease) such Base Salary from
time to time based upon the performance of the Executive, the financial
condition of the Employer, prevailing industry salary scales and such other
factors as the Board shall consider relevant. Any increase in annual Base Salary
shall not serve to limit or reduce any other obligation to the Executive under
this Agreement.
b. Annual Bonus. During each year of the Employment Term, the Executive shall
have the opportunity to receive an annual cash bonus ("Annual Bonus") for each
fiscal year. The target Annual. Bonus potential each year applicable to the
Executive shall be 30% of her Base Salary, and the maximum Annual Bonus shall
not exceed 45% of her Base Salary. The Annual Bonus for each fiscal year shall
be determined by the Board based on the Bank's achievement of specified
financial performance targets for such fiscal year, which are set in advance of
such fiscal year by the Board.
c. Employee Benefit Plans. During the Employment Term, the Executive shall be
entitled to participate in all retirement, health and other welfare plans
maintained by the Bank. as they may lie established or amended from time to
time, at levels commensurate with her then current period of service,
compensation, and position.
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d. Life Insurance. The Bank shall provide term life insurance on the life of the
Executive payable to the beneficiary designated by the Executive in an amount
equal to two times her Base Salary.
e. Vacation. The Executive shall be entitled to four (4) weeks of vacation per
year, which shall be taken at such time or times as the Executive and the Bank
reasonably agree.
f. Reimbursement of Expenses. The Bank shall reimburse the Executive for all
items of travel, entertainment and other expense reasonably incurred by her on
behalf of the Bank upon presentation to the Bank of appropriate documentation
reflecting such items of expense.
g. Automobile Allowance. The Bank shall reimburse the Executive for the cost of
leasing an automobile and the cost of insurance on such automobile up to a
maximum amount of $500 per month.
3. Death or Total Disability of the Executive.
a. Death. In the event of the death of the Executive during the Employment Term,
this Agreement shall terminate effective as of the date of the Executive's
death, and the Bank shall not have any further obligations or liability
hereunder, except as set forth in Section 5 hereof.
b. Total Disability. In the event of the Total Disability, as that term is
defined in this Section 3(b), of the Executive for a period of 90 consecutive
days during the Employment Term, the Bank shall have the right to terminate the
Executive's employment hereunder after such 90 consecutive days of Total
Disability by giving the Executive 30 days' written notice thereof and, upon
expiration of such 30-day period, this Agreement shall terminate and the Bank
shall not have any further obligations or liability hereunder- except as set
forth in Section 5 hereof. The term "Total Disability," as used in this Section
3(b), shall mean a mental, emotional or physical
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injury, illness or incapacity which, in the reasonable opinion of the Bank,
renders the Executive unable to perform the principal duties, functions and
responsibilities required of her hereunder,
4. Discharge for Cause. The Bank may immediately discharge the Executive and
terminate her employment hereunder for the following reasons: (i) conviction for
commission of any felony, or an equivalent offense involving dishonesty with
respect to the Bank, during the Employment Term; (ii) the willful engaging by
the Executive in conduct or willfully failing to act in accordance with her
duties, which is demonstrably and materially injurious to the Bank, whether
monetarily or otherwise, including acts and omissions that constitute gross
negligence; (iii) the Executive's commission of an act of material dishonesty or
fraud in her duties; (iv) the continual and willful failure to perform her
duties after being given a 30-day written notice thereof and a reasonable
opportunity to be heard and improve; or (v) her breach of any fiduciary duty
owing to the Bank. No act or failure to act by an Executive shall be considered
"willful" unless done or not done by the Executive in bad faith and without
reasonable belief that the Executive's action or omission was in the best
interest of the Bank. Upon discharge by the Bank in accordance with this Section
4. this Agreement shall terminate and the Bank shall not have any further
obligations or liability hereunder, other than as set forth in Section 5 hereof.
5. Termination of this Agreement for Reasons Other than Discharge for Cause.
a. General. Except as otherwise provided in Section 5(b). upon termination of
this Agreement, all obligations of the Bank and the Executive shall immediately
cease; provided, however. the Bank shall pay the Executive the unpaid portion,
if any, of the Executive's Base Salary accrued for the period up to the date of
termination and payable to the Executive pursuant to Section 2(a) hereof, and
all vested. nonforfeitable amounts owing and accrued at the date of termination
under any compensation or benefit plan, program, or arrangements in which the
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Executive theretofore participated, under the terms and conditions of such
plans, programs, and arrangements.
6. Amendments. No provisions of the Agreement may be modified, waived, or
discharged unless such modification, waiver or discharge is approved by the
Board or a person authorized thereby and is agreed to in writing by the
Executive and such officer as may be specifically designated by the Board. No
waiver by any party hereto at any time of any breach by any other party hereto
of, or in 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. No
waiver of any provision of this Agreement shall be implied from any course of
dealing between or among the parties hereto or from any failure by any party
hereto to assert its rights hereunder on any occasion or series of occasions.
7. Severability. In the event that any one or more of the provisions of this
Agreement shall be or become invalid. illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
herein shall not be affected thereby.
8. Construction. This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania, without regard to
conflicts of law principles, except as insofar as federal law may be applicable.
9. Assignment. This Agreement is personal to each of the parties. Neither party
may assign or delegate any of its, or her, rights or obligations without the
prior written consent of the other.
10. Notices. All notices, consents and other communications to be given
hereunder shall be in writing and shall be delivered personally or sent by
certified mail, return receipt requested, postage prepaid, and addressed to the
parties at their respective addresses set forth in the first
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paragraph of this Agreement. Any party may from time to time change its address
for purposes of notices to that party by notice specifying a new address, but no
change shall be deemed to have been given until it is actually received by the
party to whom the notice is being given.
11. Entire Agreement. Except as otherwise expressly provided herein, this
Agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof, and all promises, representations, understandings,
arrangements and prior agreements relating to such subject matter (including
those made to or with the Executive by any other person or entity) are merged
herein and superseded hereby.
IN WITNESS WHEREOF, this Agreement has been executed by the Bank and by
the Executive this 21st day of December 2004.
UNITED BANK OF PHILADELPHIA
BY: /s/ Chairman of the Board
/s/ Evelyn Smalls
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Evelyn Smalls
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