FLPB » Topics » (vi) the occurrence of any other event which is irrevocably designated as a change in control for purposes of this Agreement by resolution adopted by a majority of the then non-employee directors of Leesport.

These excerpts taken from the FLPB 10-K filed Mar 7, 2008.

(vi)  the occurrence of any other event which is irrevocably designated as a “change in control” for purposes of this Agreement by resolution adopted by a majority of the then non-employee directors of Leesport.

 

Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred if a person becomes the beneficial owner, directly or indirectly, of stock and securities representing more than 24.9% of the combined voting power of Leesport’s then outstanding stock and securities or the aggregate number of shares of Leesport’s then outstanding common stock solely as a result of an acquisition by Leesport of its stock or securities which, by reducing the number of securities or stock outstanding, increases the proportionate number of securities or stock beneficially owned by such person; provided, however, that if a person becomes the beneficial owner of more than 24.9% of the combined voting power of stock and securities or the aggregate number of shares of common stock by reason of such acquisition and thereafter becomes the beneficial owner, directly or indirectly, of any additional voting stock or securities or common stock (other than by reason of a stock split, stock dividend or similar transaction), then a Change in Control will thereupon be deemed to have occurred.

 

(d)  Termination of Proposed Change in Control Transaction.  If, following a public announcement described in subsection (a), a proposed transaction is terminated without completion, this Agreement shall thereafter be construed as though no such announcement had ever been made; provided, however, that the rights associated with any termination of employment or the giving of a Notice of Termination during the interim period shall be determined without regard to this subsection.

 

4



 

3.  Rights in the Event of Certain Terminations Following Change in Control.  In the event the Employee validly and timely delivers a Notice of Termination to Leesport, the Employee shall be entitled to receive the following payments and benefits:

 

(a)  Basic Payments.  The Employee shall be paid an amount equal to one (1.0) times the sum of (i) the Employee’s highest annualized base salary paid to the Employee during the year of termination of employment or the immediately preceding two (2.0) calendar years and (ii) the highest cash bonus paid to the Employee in or with respect to the year of termination of employment or the immediately preceding two (2.0) calendar years.  Payments under this Section 3(a) shall be made monthly in twelve (12) equal installments (without interest) beginning on the first day of the month immediately following the month in which the Employee delivers the Notice of Termination and continuing on the first day of each month thereafter.

 

(b)  Health and Medical Benefits.  For a period of one (1.0) year from the date of termination of employment, the Employee shall be provided, at no charge, with a continuation of health and medical benefits no less favorable than the health and medical benefits in effect on the date of termination of the Employee’s employment.  To the extent such benefits cannot be provided under a plan because the Employee is no longer an employee of the Employer, a dollar amount equal to the after-tax cost (estimated in good faith by Leesport) of obtaining such benefits, or substantially similar benefits, shall be paid to the Employee periodically, as appropriate.

 

(c)  Excise Tax Matters.  Notwithstanding anything in this section or elsewhere in this Agreement to the contrary, in the event the payments and benefits payable hereunder to or on behalf of the Employee, when added to all other amounts and benefits payable to or on behalf of the Employee, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, the amounts and benefits payable hereunder shall be reduced to such extent as may be necessary to avoid such imposition.  The Employee shall have the right, within thirty (30) days of receipt of written notice from Leesport, to specify which amounts and benefits shall be reduced to satisfy the requirements of this subsection.  All calculations required to be made under this subsection will be made by Leesport’s independent public accountants, subject to the right of the Employee’s representative to review the same.  The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.

 

(d)  Primary Obligor.  The obligation to make payments and provide benefits under this section shall primarily be those of the Employee’s Employer as of the date of the Employee’s termination of employment.  In the event the Employer is not Leesport or the Bank, Leesport will cause such Employer to make required payments and provide required benefits.  To the extent Leesport fails or is unable to do so, it shall make such payments and provide such benefits.

 

4.  Legal Expenses.  Leesport will pay (or cause to be paid) to the Employee all reasonable legal fees and expenses when incurred by the Employee in seeking to obtain or enforce any right or benefit provided by this Agreement, provided the Employee acts in good faith with respect to issues raised.

 

5



 

5.  Notices.  Any notice required or permitted to be given under this Agreement will, to be effective hereunder, be given to Leesport, in the case of notices given by the Employee, and will, to be effective hereunder, be given by Leesport, in the case of notices given to the Employee.  Any such notice will be deemed properly given if in writing and if mailed by registered or certified mail, postage prepaid with return receipt requested, to the last known residence address of the Employee, in the case of notices to the Employee, and to the principal office of Leesport, in the case of notices to Leesport.

 

6.  Waiver.  No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Employee and an Employee officer of Leesport designated for such purpose by the Board of Directors of Leesport.  No waiver by any party hereto at any time of any breach by another party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

 

(vi)  the occurrence of any other event which is irrevocably designated as a “change in control” for purposes of this Agreement by resolution adopted by a majority of the then non-employee directors of Leesport.

 

Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred if a person becomes the beneficial owner, directly or indirectly, of stock and securities representing more than 24.9% of the combined voting power of Leesport’s then outstanding stock and securities or the aggregate number of shares of Leesport’s then outstanding common stock solely as a result of an acquisition by Leesport of its stock or securities which, by reducing the number of securities or stock outstanding, increases the proportionate number of securities or stock beneficially owned by such person; provided, however, that if a person becomes the beneficial owner of more than 24.9% of the combined voting power of stock and securities or the aggregate number of shares of common stock by reason of such acquisition and thereafter becomes the beneficial owner, directly or indirectly, of any additional voting stock or securities or common stock (other than by reason of a stock split, stock dividend or similar transaction), then a Change in Control will thereupon be deemed to have occurred.

 

(d)  Termination of Proposed Change in Control Transaction.  If, following a public announcement described in subsection (a), a proposed transaction is terminated without completion, this Agreement shall thereafter be construed as though no such announcement had ever been made; provided, however, that the rights associated with any termination of

 

4



 

(vi)  the occurrence of any other event which is
irrevocably designated as a “change in control” for purposes of this Agreement
by resolution adopted by a majority of the then non-employee directors of
Leesport.



 



Notwithstanding
the foregoing, a Change in Control will not be deemed to have occurred if a
person becomes the beneficial owner, directly or indirectly, of stock and
securities representing more than 24.9% of the combined voting power of
Leesport’s then outstanding stock and securities or the aggregate number of
shares of Leesport’s then outstanding common stock solely as a result of an
acquisition by Leesport of its stock or securities which, by reducing the
number of securities or stock outstanding, increases the proportionate number
of securities or stock beneficially owned by such person; provided, however,
that if a person becomes the beneficial owner of more than 24.9% of the
combined voting power of stock and securities or the aggregate number of shares
of common stock by reason of such acquisition and thereafter becomes the
beneficial owner, directly or indirectly, of any additional voting stock or
securities or common stock (other than by reason of a stock split, stock dividend
or similar transaction), then a Change in Control will thereupon be deemed to
have occurred.



 



(d)  Termination of Proposed Change
in Control Transaction
.  If,
following a public announcement described in subsection (a), a proposed
transaction is terminated without completion, this Agreement shall thereafter
be construed as though no such announcement had ever been made; provided,
however, that the rights associated with any termination of employment or the
giving of a Notice of Termination during the interim period shall be determined
without regard to this subsection.



 



4




















 



3.  Rights in the Event of Certain
Terminations Following Change in Control

In the event the Employee validly and timely delivers a Notice of
Termination to Leesport, the Employee shall be entitled to receive the
following payments and benefits:



 



(a)  Basic
Payments
.  The Employee shall be paid
an amount equal to one (1.0) times the sum of (i) the Employee’s highest
annualized base salary paid to the Employee during the year of termination of
employment or the immediately preceding two (2.0) calendar years and (ii) the
highest cash bonus paid to the Employee in or with respect to the year of
termination of employment or the immediately preceding two (2.0) calendar years.  Payments under this Section 3(a) shall
be made monthly in twelve (12) equal installments (without interest) beginning
on the first day of the month immediately following the month in which the
Employee delivers the Notice of Termination and continuing on the first day of
each month thereafter.



 



(b)  Health and Medical Benefits.  For a period of one (1.0) year from the date
of termination of employment, the Employee shall be provided, at no charge,
with a continuation of health and medical benefits no less favorable than the
health and medical benefits in effect on the date of termination of the
Employee’s employment.  To the extent
such benefits cannot be provided under a plan because the Employee is no longer
an employee of the Employer, a dollar amount equal to the after-tax cost
(estimated in good faith by Leesport) of obtaining such benefits, or
substantially similar benefits, shall be paid to the Employee periodically, as
appropriate.



 



(c)  Excise Tax Matters.  Notwithstanding anything in this section or
elsewhere in this Agreement to the contrary, in the event the payments and
benefits payable hereunder to or on behalf of the Employee, when added to all
other amounts and benefits payable to or on behalf of the Employee, would
result in the imposition of an excise tax under Section 4999 of the
Internal Revenue Code of 1986, as amended, the amounts and benefits payable
hereunder shall be reduced to such extent as may be necessary to avoid such
imposition.  The Employee shall have the
right, within thirty (30) days of receipt of written notice from Leesport, to
specify which amounts and benefits shall be reduced to satisfy the requirements
of this subsection.  All calculations
required to be made under this subsection will be made by Leesport’s
independent public accountants, subject to the right of the Employee’s
representative to review the same.  The
parties recognize that the actual implementation of the provisions of this
subsection are complex and agree to deal with each other in good faith to
resolve any questions or disagreements arising hereunder.



 



(d)  Primary Obligor.  The obligation to make payments and provide
benefits under this section shall primarily be those of the Employee’s Employer
as of the date of the Employee’s termination of employment.  In the event the Employer is not Leesport or
the Bank, Leesport will cause such Employer to make required payments and
provide required benefits.  To the extent
Leesport fails or is unable to do so, it shall make such payments and provide
such benefits.



 



4.  Legal Expenses.  Leesport will pay (or cause to be paid) to
the Employee all reasonable legal fees and expenses when incurred by the
Employee in seeking to obtain or enforce any right or benefit provided by this
Agreement, provided the Employee acts in good faith with respect to issues
raised.



 



5




















 



5.  Notices.  Any notice required or permitted to be given
under this Agreement will, to be effective hereunder, be given to Leesport, in
the case of notices given by the Employee, and will, to be effective hereunder,
be given by Leesport, in the case of notices given to the Employee.  Any such notice will be deemed properly given
if in writing and if mailed by registered or certified mail, postage prepaid
with return receipt requested, to the last known residence address of the
Employee, in the case of notices to the Employee, and to the principal office
of Leesport, in the case of notices to Leesport.



 



6.  Waiver.  No provision of this Agreement may be
modified, waived, or discharged unless such waiver, modification, or discharge
is agreed to in writing and signed by the Employee and an Employee officer of
Leesport designated for such purpose by the Board of Directors of Leesport.  No waiver by any party hereto at any time of
any breach by another party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party will be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.



 



These excerpts taken from the FLPB 10-K filed Mar 21, 2005.

(vi)  the occurrence of any other event which is irrevocably designated as a “change in control” for purposes of this Agreement by resolution adopted by a majority of the then non-employee directors of Leesport.

 

Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred if a person becomes the beneficial owner, directly or indirectly, of stock and securities representing more than 24.9% of the combined voting power of Leesport’s then outstanding stock and securities or the aggregate number of shares of Leesport’s then outstanding common stock solely as a result of an acquisition by Leesport of its stock or securities which, by reducing the number of securities or stock outstanding, increases the proportionate number of securities or stock beneficially owned by such person; provided, however, that if a person becomes the beneficial owner of more than 24.9% of the combined voting power of stock and securities or the aggregate number of shares of common stock by reason of such acquisition and thereafter

 

4



 

becomes the beneficial owner, directly or indirectly, of any additional voting stock or securities or common stock (other than by reason of a stock split, stock dividend or similar transaction), then a Change in Control will thereupon be deemed to have occurred.

(d)     Termination of Proposed Change in Control Transaction.  If, following a public announcement described in subsection (a), a proposed transaction is terminated without completion, this Agreement shall thereafter be construed as though no such announcement had ever been made; provided, however, that the rights associated with any termination of employment or the giving of a Notice of Termination during the interim period shall be determined without regard to this subsection.

3.       Rights in the Event of Certain Terminations Following Change in Control.  In the event the Employee validly and timely delivers a Notice of Termination to Leesport, the Employee shall be entitled to receive the following payments and benefits:

(a)     Basic Payments.  The Employee shall be paid an amount equal to one (1.0) times the sum of (i) the Employee’s highest annualized base salary paid to the Employee during the year of termination of employment or the immediately preceding two (2.0) calendar years and (ii) the highest cash bonus paid to the Employee in or with respect to the year of termination of employment or the immediately preceding two (2.0) calendar years.  Payments under this Section 3(a) shall be made monthly in twenty-four (24) equal installments (without interest) beginning on the first day of the month immediately following the month in which the Employee delivers the Notice of Termination and continuing on the first day of each month thereafter.

(b)     Health and Medical Benefits.  For a period of one (1.0) year from the date of termination of employment, the Employee shall be provided, at no charge, with a continuation of health and medical benefits no less favorable than the health and medical benefits in effect on the date of termination of the Employee’s employment.  To the extent such benefits cannot be provided under a plan because the Employee is no longer an employee of the Employer, a dollar amount equal to the after-tax cost (estimated in good faith by Leesport) of obtaining such benefits, or substantially similar benefits, shall be paid to the Employee periodically, as appropriate.

(c)     Excise Tax Matters.  Notwithstanding anything in this section or elsewhere in this Agreement to the contrary, in the event the payments and benefits payable hereunder to or on behalf of the Employee, when added to all other amounts and benefits payable to or on behalf of the Employee, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, the amounts and benefits payable hereunder shall be reduced to such extent as may be necessary to avoid such imposition.  The Employee shall have the right, within thirty (30) days of receipt of written notice from Leesport, to specify which amounts and benefits shall be reduced to satisfy the requirements of this subsection.  All calculations required to be made under this subsection will be made by Leesport’s independent public accountants, subject to the right of the Employee’s representative to review the same.  The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.

 

5



 

(d)     Primary Obligor.  The obligation to make payments and provide benefits under this section shall primarily be those of the Employee’s Employer as of the date of the Employee’s termination of employment.  In the event the Employer is not Leesport or the Bank, Leesport will cause such Employer to make required payments and provide required benefits.  To the extent Leesport fails or is unable to do so, it shall make such payments and provide such benefits.

4.       Legal Expenses.  Leesport will pay (or cause to be paid) to the Employee all reasonable legal fees and expenses when incurred by the Employee in seeking to obtain or enforce any right or benefit provided by this Agreement, provided the Employee acts in good faith with respect to issues raised.

5.       Notices.  Any notice required or permitted to be given under this Agreement will, to be effective hereunder, be given to Leesport, in the case of notices given by the Employee, and will, to be effective hereunder, be given by Leesport, in the case of notices given to the Employee.  Any such notice will be deemed properly given if in writing and if mailed by registered or certified mail, postage prepaid with return receipt requested, to the last known residence address of the Employee, in the case of notices to the Employee, and to the principal office of Leesport, in the case of notices to Leesport.

6.       Waiver.  No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Employee and an Employee officer of Leesport designated for such purpose by the Board of Directors of Leesport.  No waiver by any party hereto at any time of any breach by another party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.       Assignment.  This Agreement is not assignable by any party hereto, except by Leesport and the Bank to any successor in interest to the respective businesses of Leesport and the Bank.

8.       Entire Agreement.  This Agreement contains the entire agreement of the parties relating to the subject matter hereof and, in accordance with the provisions of Section 18, supersedes any prior agreement of the parties.

(vi)  the occurrence of any other event which is irrevocably designated as a “change in control” for purposes of this Agreement by resolution adopted by a majority of the then non-employee directors of Leesport.

Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred if a person becomes the beneficial owner, directly or indirectly, of stock and securities representing more than 24.9% of the combined voting power of Leesport’s then outstanding stock and securities or the aggregate number of shares of Leesport’s then outstanding common stock solely as a result of an acquisition by Leesport of its stock or securities which, by reducing the number of securities or stock outstanding, increases the proportionate number of securities or stock beneficially owned by such person; provided, however, that if a person becomes the beneficial owner of more than 24.9% of the combined voting power of stock and securities or the aggregate number of shares of common stock by reason of such acquisition and thereafter

 

4



 

becomes the beneficial owner, directly or indirectly, of any additional voting stock or securities or common stock (other than by reason of a stock split, stock dividend or similar transaction), then a Change in Control will thereupon be deemed to have occurred.

(d)     Termination of Proposed Change in Control Transaction.  If, following a public announcement described in subsection (a), a proposed transaction is terminated without completion, this Agreement shall thereafter be construed as though no such announcement had ever been made; provided, however, that the rights associated with any termination of employment or the giving of a Notice of Termination during the interim period shall be determined without regard to this subsection.

3.       Rights in the Event of Certain Terminations Following Change in Control.  In the event the Employee validly and timely delivers a Notice of Termination to Leesport, the Employee shall be entitled to receive the following payments and benefits:

(a)     Basic Payments.  The Employee shall be paid an amount equal to one (1.0) times the sum of (i) the Employee’s highest annualized base salary paid to the Employee during the year of termination of employment or the immediately preceding two (2.0) calendar years and (ii) the highest cash bonus paid to the Employee in or with respect to the year of termination of employment or the immediately preceding two (2.0) calendar years.  Payments under this Section 3(a) shall be made monthly in twenty-four (24) equal installments (without interest) beginning on the first day of the month immediately following the month in which the Employee delivers the Notice of Termination and continuing on the first day of each month thereafter.

(b)     Health and Medical Benefits.  For a period of one (1.0) year from the date of termination of employment, the Employee shall be provided, at no charge, with a continuation of health and medical benefits no less favorable than the health and medical benefits in effect on the date of termination of the Employee’s employment.  To the extent such benefits cannot be provided under a plan because the Employee is no longer an employee of the Employer, a dollar amount equal to the after-tax cost (estimated in good faith by Leesport) of obtaining such benefits, or substantially similar benefits, shall be paid to the Employee periodically, as appropriate.

(c)     Excise Tax Matters.  Notwithstanding anything in this section or elsewhere in this Agreement to the contrary, in the event the payments and benefits payable hereunder to or on behalf of the Employee, when added to all other amounts and benefits payable to or on behalf of the Employee, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, the amounts and benefits payable hereunder shall be reduced to such extent as may be necessary to avoid such imposition.  The Employee shall have the right, within thirty (30) days of receipt of written notice from Leesport, to specify which amounts and benefits shall be reduced to satisfy the requirements of this subsection.  All calculations required to be made under this subsection will be made by Leesport’s independent public accountants, subject to the right of the Employee’s representative to review the same.  The parties recognize that the actual implementation of the provisions of this subsection are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.

 

5



 

 

(d)     Primary Obligor.  The obligation to make payments and provide benefits under this section shall primarily be those of the Employee’s Employer as of the date of the Employee’s termination of employment.  In the event the Employer is not Leesport or the Bank, Leesport will cause such Employer to make required payments and provide required benefits.  To the extent Leesport fails or is unable to do so, it shall make such payments and provide such benefits.

4.       Legal Expenses.  Leesport will pay (or cause to be paid) to the Employee all reasonable legal fees and expenses when incurred by the Employee in seeking to obtain or enforce any right or benefit provided by this Agreement, provided the Employee acts in good faith with respect to issues raised.

5.       Notices.  Any notice required or permitted to be given under this Agreement will, to be effective hereunder, be given to Leesport, in the case of notices given by the Employee, and will, to be effective hereunder, be given by Leesport, in the case of notices given to the Employee.  Any such notice will be deemed properly given if in writing and if mailed by registered or certified mail, postage prepaid with return receipt requested, to the last known residence address of the Employee, in the case of notices to the Employee, and to the principal office of Leesport, in the case of notices to Leesport.

6.       Waiver.  No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Employee and an Employee officer of Leesport designated for such purpose by the Board of Directors of Leesport.  No waiver by any party hereto at any time of any breach by another party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.       Assignment.  This Agreement is not assignable by any party hereto, except by Leesport and the Bank to any successor in interest to the respective businesses of Leesport and the Bank.

8.       Entire Agreement.  This Agreement contains the entire agreement of the parties relating to the subject matter hereof and, in accordance with the provisions of Section 18, supersedes any prior agreement of the parties.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki