Exhibit 10
CHANGE OF CONTROL SEVERANCE BENEFITS AGREEMENT
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THIS AGREEMENT, executed in duplicate at Emlenton, Pennsylvania, this ____
day of ___________________, 200__, by and between the FARMERS NATIONAL BANK OF
EMLENTON, a National Bank organized and existing under and by virtue of the Laws
of the United States of America with its principal place of business at 612 Main
Street, Emlenton, Venango County, Pennsylvania 16373, (hereinafter referred to
as the "Bank"); AND ____________________________, of
______________________________________________ (hereinafter referred to as
"Employee").
WHEREAS, the Employee has been employed by the Bank as
_____________________ and has become an integral part of, and important to, the
reliable and efficient operation of the Bank; and
WHEREAS, the parties recognize that a change in control of the Bank may
have an adverse effect on or cause the departure of the Employee; and
WHEREAS, the Employee has requested severance benefits in the event of the
change of control and the Bank has offered severance benefits in the event of
such change of control of the Bank as an inducement to Employee to continue
employment with the Bank; and
WHEREAS, the parties wish to reduce the agreement to provide severance
benefits in the event of a change in control of the Bank to writing.
NOW THEREFORE, in consideration of the mutual promises contained herein,
the Bank and Employee agree as follows:
1. DEFINITIONS. The following terms shall have the meanings set forth
below:
A. "Change of Control" of the Bank shall be deemed to have occurred if:
(i) A change in control of a nature that would be
required to be reported pursuant to the regulations
promulgated under the Securities Exchange Act of 1934 the
("Exchange Act") to the extent that any "person", as such term
is used in the Exchange Act other than any "person" who is on
this date a director or officer of Emclaire Financial Corp, is
or becomes the "Beneficial Owner" as defined under the rules
promulgated under the Exchange Act, directly or indirectly, of
securities of Emclaire Financial Corp representing twenty-five
percent (25%) or more of the combined voting power of Emclaire
Financial Corp's then outstanding securities; or
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(ii) During any period of two (2) consecutive years
during the term of this Agreement, individuals who at the
beginning of such period constitute the Board of Directors of
Emclaire Financial Corp cease for any reason to constitute at
least a majority, unless the election of each director who is
not a director at the beginning of the period has been
approved in advance by directors representing at least
two-thirds (2/3rds) of the directors then in office who were
directors at the beginning of the period.
B. "Disability" shall mean an illness or accident which prevents the
Employee from performing his duties and responsibilities for the Bank
for a period of at least six (6) consecutive months.
C. "Good Reason" shall have the meaning set forth in paragraph 5
hereinafter.
D. "Normal Retirement" shall mean retirement on or after the "Normal
Retirement Age" as defined in the Retirement Plan for Employees of the
Farmers National Bank of Emlenton currently in effect or as amended in
the future.
E. "Qualifying Termination" shall have the meaning set forth in paragraph
4 hereinafter.
F. "Retirement" shall mean retirement at any time prior to "Normal
Retirement" as defined in paragraph 1.D. of this Agreement.
G. "Severance Benefits" shall have the meaning described in paragraph 6
hereinafter.
2. TERM. This Agreement shall commence as of the date hereof and shall
terminate except to the extent that any obligation of the Bank hereunder remains
unpaid as of such time, upon the earliest of:
A. Five (5) years from the date of this Agreement, unless a Change Of
Control of the Bank has occurred within such five year period, in
which case the term of years under this Section shall be the later of
(i) Five years from the date of this Agreement; or
(ii) Two years from the date of the Change Of Control; or
(iii) The date on which all payments payable under this Agreement are
paid if a termination of employment or a notice relating to the
Employee's termination of employment occurs or is provided on or
before two (2) years from the date of Change Of Control.
B. The Employee's Disability; or
C. The termination of the Employee's employment with the Bank as a result
of the Employee's death, conviction of a felony, retirement or the
Employee's voluntary resignation of employment other than for Good
Reasons.
D. The term of this Agreement specified in paragraph 2.A. herein shall be
extended for a period of one year beyond the expiration date then in
effect on each anniversary date of the commencement date of this
Agreement unless the Bank shall provide the Employee with written
notice to the contrary prior to each renewal date. In no event shall
the Term continue after the date of Normal Retirement.
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3. EMPLOYMENT STATUS. Notwithstanding any provisions set forth in this
Agreement, nothing herein shall be deemed to create an employment agreement
between the Bank and Employee. Unless the Bank and Employee are bound by a
separate Employment Agreement, the Employee's employment with the Bank is
terminable at will by the Bank or the Employee may terminate his employment at
any time, with or without cause, subject to the Bank's obligations to provide
Severance Benefits as required hereunder.
4. QUALIFYING TERMINATION. A voluntary termination by Employee for Good
Reason, or termination by the Bank for reasons other than death, conviction of a
felony, disability, or Normal Retirement within twenty-four (24) months after
the date of a Change Of Control of Emclaire Financial Corp. shall result in the
payment of Severance Benefits.
5. TERMINATION FOR GOOD REASON. The Employee may terminate his employment
with the Bank for Good Reason at any time within twenty-four (24) months after
the date of a Change Of Control and be entitled to compensation under paragraph
6 of this Agreement. For purposes of this Agreement "Good Reason" shall mean:
A. Any change in Employee's duties, responsibilities, status, titles, or
offices in effect immediately prior to a Change Of Control of the
Bank.
B. A reduction in Employee's annual salary immediately prior to a Change
Of Control or as the same may be increased from time to time.
C. Any material diminution of the benefits (including insurance, vacation
or disability) which were in effect prior to the Change Of Control of
the Bank.
D. A relocation of the Bank's headquarters offices or the Employee' place
of business following a Change Of Control to a place beyond ten (10)
miles from the current headquarters offices or the Employee's place of
business.
E. Any material breach of this Agreement which has not been cured within
ten (10) days after a notice of non-compliance has been given by
Employee to the Bank.
F. Any failure of the Bank to obtain the assumption of this Agreement by
any successor or assignee of the Bank.
6. SEVERANCE BENEFITS UPON TERMINATION OF EMPLOYMENT. In the event of a
Qualifying Termination within two (2) years from the date from a Change Of
Control, the Bank shall pay or provide the following Severance Benefits to the
Employee:
A. On the fifth (5th) business day following the date of termination, a
lump sum cash payment in the amount of two (2) times the Employee's
base annual compensation immediately preceding a Change Of Control or
immediately prior to the date of termination, whichever is higher; and
B. For two (2) years after the date of termination the Bank shall arrange
to provide the Employee with life, disability, accident and health
insurance benefits substantially similar to what was in place
immediately prior to the date of termination, provided however, that
any such payment shall be reduced to the extent that these benefits
are provided to Employee from a subsequent employer; and
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C. Legal expenses and fees incurred by Employee in his or her attempt to
obtain Severance Benefits following a Qualifying Termination; and
D. Unpaid salary and accrued vacation pay.
E. The Employee shall not be required to mitigate the amount of any
payment of Severance Benefits if he is seeking other employment,
except as set forth hereinbefore.
7. SUCCESSORS. In addition to any obligations imposed by law upon any
successor to the Bank, the Bank will require any successor to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Bank would be required to perform if no such event had taken place.
8. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement shall not effect the validity or enforceability of any other
provision hereof.
9. NON-DISCLOSURE. Employee will not, during or after the term of this
Agreement, directly or indirectly, disseminate or disclose to any person, firm
or entity, except to his or her family and legal advisor, the terms of this
Agreement without the written consent of the Bank.
10. APPLICABLE LAW. This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
11. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled 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 Bank shall incur the cost of all fees and expenses
associated with filing a request for arbitration with the AAA, whether such
filing is made on behalf of the Bank or the employee, and the costs and
administrative fees associated with employing the arbitrator and related
administrative expenses assessed by the AAA. The Bank shall reimburse the
Employee for all reasonable costs and expenses, including reasonable attorneys'
fees, arising from such dispute, proceedings or actions, following delivery of
the decision of the arbitrator. Such reimbursement shall be paid within ten (10)
days of Employee furnishing to the Bank evidence, which may be in the form,
among other things, of a canceled check or receipt, of any costs or expenses
incurred by Employee.
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IN WITNESS WHEREOF, and with intent to be legally bound hereby, the parties
hereto execute this Agreement on the day and year first above written.
ATTEST FARMERS NATIONAL BANK OF EMLENTON
_____________________(SEAL) by: _______________________________(SEAL)
Vice-President David L. Cox
President
EMPLOYEE
__________________________ __________________________________(SEAL)
Witness
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