0001140361-15-011308.txt : 20150311 0001140361-15-011308.hdr.sgml : 20150311 20150311141702 ACCESSION NUMBER: 0001140361-15-011308 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150310 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150311 DATE AS OF CHANGE: 20150311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL BANCSHARES OF PENNSYLVANIA INC CENTRAL INDEX KEY: 0000922487 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 231627866 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26366 FILM NUMBER: 15692102 BUSINESS ADDRESS: STREET 1: 732 MONTGOMERY AVE CITY: NARBERTH STATE: PA ZIP: 19072 BUSINESS PHONE: 6106684700 MAIL ADDRESS: STREET 1: 732 MONGTOMERY AVENUE CITY: NARBERTH STATE: PA ZIP: 19072 8-K 1 form8k.htm ROYAL BANCSHARES OF PENNSYLVANIA, INC. 8-K 3-10-2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

March 10, 2015

Date of Report (Date of earliest event reported)

ROYAL BANCSHARES OF PENNSYLVANIA, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania		0-26366		23-2812193
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Ident. No.)

732 Montgomery Avenue, Narberth, Pennsylvania		19072
(Address of principal executive offices)		(Zip Code)

(610) 668-4700

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 10, 2015, Royal Bancshares of Pennsylvania, Inc. (the “Company”) and its wholly owned banking subsidiary, Royal Bank America (the “Bank”), entered into an amended and restated employment agreement with President and Chief Executive Officer F. Kevin Tylus. The amended and restated employment agreement supersedes the employment agreement with Mr. Tylus, dated November 20, 2013. The term of the amended and restated agreement for Mr. Tylus expires on December 31, 2016, subject to annual renewals thereafter absent notice of nonrenewal by either party at least 90 days prior to an annual renewal date.

Under the amended and restated agreement, Mr. Tylus is entitled to receive an annual cash base salary of $437,500. (The provisions of Mr. Tylus’ prior agreement that provided for $100,000 annually in salary stock payable in fully vested shares of the Company’s common stock in addition to cash base salary are not included in the amended and restated employment agreement). The amended and restated employment agreement also provides for participation in employee benefit plans and programs maintained by the Company and the Bank for the benefit of their executive officers, including participation in cash bonus programs, participation in health, disability benefit, life insurance, pension, profit sharing, retirement and stock-based compensation plans and certain fringe benefits described in the agreements.

Following a “change in control” of the Company, if the Company or the Bank terminates the employment of Mr. Tylus other than for cause or disability, or if Mr. Tylus resigns after the occurrence of specified events of “good reason,” Mr. Tylus will receive a lump-sum cash payment equal to three times his annual base salary. He would also receive a lump-sum cash payment equal to two times his base salary if the Company or the Bank terminates his employment other than for cause or disability, or if he resigns after the occurrence of specified events of “good reason,” absent a change in control of the Company. The agreement provides for the reduction of any severance payments to the extent necessary to ensure that Mr. Tylus will not receive “excess parachute payments” under Section 280G of the Internal Revenue Code.

The Company and the Bank have also entered into change in control agreements, dated March 10, 2015, with each of Michael Thompson, Executive Vice President and Chief Financial Officer of the Company and the Bank, Lars Eller, Executive Vice President and Chief Retail Officer of the Bank, Kathryn McDonald, Executive Vice President and Chief Credit Officer of the Bank, and Mark Biederman, Executive Vice President and Chief Lending Officer of the Bank. Under each of these agreements, if, following a “change in control” of the Company, the Company or the Bank terminates the employment of the officer other than for cause or disability, or if the officer resigns after the occurrence of specified events of “good reason,” he or she will receive a lump-sum cash payment equal to two times annual base salary. Each of the agreements provides for the reduction of any payments to the applicable officer to the extent necessary to ensure that he will not receive “excess parachute payments” under Section 280G of the Internal Revenue Code. The prior employment agreements between the Company and the Bank and each of Mr. Thompson and Mr. Eller have either expired or been superseded and replaced with the change in control agreement described in this paragraph, so that, at the date hereof, the only employment agreement to which the Company or the Bank is a party with an executive officer of the Company is the amended and restated employment agreement with Mr. Tylus described above.

Copies of the amended and restated employment agreement for Mr. Tylus and the form of change in control agreement for the other officers are attached hereto as Exhibits 10.1 and 10.2, respectively. The foregoing description is qualified by reference to such agreements.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

10.1	Amended and Restated Employment Agreement, dated as of March 10, 2015, between Royal Bancshares ofPennsylvania, Inc., Royal Bank America and F. Kevin Tylus.

10.2	Form of Change in Control Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROYAL BANCSHARES OF PENNSYLVANIA, INC.

Dated: March 10, 2015	By:	/s/ Michael S. Thompson
		Michael S. Thompson
		Executive Vice President and Chief Financial Officer

EX-10.1 2 ex10_1.htm EXHIBIT 10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“Agreement”) is made as of this 10th day of March 2015 (the “Effective Date”), between ROYAL BANCSHARES OF PENNSYLVANIA, INC., a Pennsylvania business corporation (the “Corporation”), ROYAL BANK AMERICA, a Pennsylvania chartered bank (the “Bank”) and F. KEVIN TYLUS, an adult individual (“Executive”).

WITNESSETH:

WHEREAS, Corporation, Bank and Executive previously entered into an employment agreement dated November 20, 2013, for Executive to serve in the capacity of Chief Executive Officer and President of the Corporation and the Bank; and

WHEREAS, the Corporation, the Bank and Executive desire to enter into an amended and restated agreement providing for the terms of Executive’s employment with the Corporation and the Bank.

AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Employment. The Corporation and the Bank hereby employ Executive and Executive hereby accepts employment with the Corporation and the Bank, on the terms and conditions set forth in this Agreement.

2. Duties of Employee. Executive shall serve as Chief Executive Officer and President of the Corporation and the Bank, reporting to the Board of Directors of the Corporation (the “Board”) and the Bank (the “Bank Board”), respectively, and shall have such powers and duties as may from time to time be reasonably prescribed by the Board and the Bank Board, provided such powers and duties are consistent with Executive’s position as a senior executive officer of the Corporation and the Bank. Executive shall upon the commencement of this Agreement be appointed to the Board and the Bank Board as a Director. Executive shall devote his full time, attention and energies to the business of the Corporation and the Bank during the Employment Period (as defined in Section 3 of this Agreement); provided, however, that this Section 2 shall not be construed as preventing Executive from (a) engaging in activities incident or necessary to personal investments, (b) acting as a member of the board of directors of any non-profit association or corporation, or (c) being involved in any other business activity with the prior approval of the Board and the Bank Board. Executive shall not engage in any business or commercial activities, duties or pursuits which compete with the business or commercial activities of the Corporation or the Bank, nor may Executive serve as a director or officer or in any other capacity in a company which competes with the Corporation or the Bank.

3. Term of Agreement.

(a) Employment Period. This Agreement shall be for a period (the “Employment Period”) beginning on the Effective Date, and if not previously terminated pursuant to the terms of this Agreement, ending December 31, 2016; provided, however, that the Employment Period shall be automatically renewed on January 1, 2017 (the “Renewal Date”) for a period ending one (1) year from the Renewal Date unless either party shall give written notice of non-renewal to the other party at least ninety (90) days prior to the Renewal Date, in which event this Agreement shall terminate at the end of the Employment Period. If this Agreement is renewed on the Renewal Date, it will be automatically renewed on the first anniversary date of the Renewal Date and each subsequent year (the “Annual Renewal Date”) for a period ending one (1) year from each Annual Renewal Date, unless either party gives written notice of non-renewal to the other party at least ninety (90) days prior to the Annual Renewal Date, in which case this Agreement shall terminate at the end of the Employment Period.

(b) Continuation of Employment After Expiration. Notwithstanding anything herein contained to the contrary, nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement upon such terms as the Bank Board and Executive may mutually agree.

(c) Termination for Cause. Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement may be terminated by action by both of the Board and the Bank Board for Cause (as defined herein). Any action by the Board and the Bank Board pursuant to this Section 3(c) shall require a seventy-five percent (75%) vote of the total number of directors serving on each of the Board and the Bank Board. As used in this Agreement, “Cause” shall mean any of the following:

(i) Executive’s conviction of or plea of guilty or nolo contendere to a felony, a crime involving moral turpitude, or the actual incarceration of Executive for a period of sixty (60) consecutive days or more;

(ii) Executive’s willful failure to follow the good faith lawful instructions of the Board or the Bank Board with respect to their operations, after written notice from the Corporation or the Bank and a failure to cure such violation within twenty (20) days of said written notice, unless it is apparent under the circumstances that Executive is unable to cure such violation;

(iii) Executive’s willful failure to substantially perform Executive’s duties to the Corporation or the Bank, other than a failure resulting from Executive’s incapacity because of physical or mental illness, as provided in subsection (e) of this Section 3, after written notice from the Corporation or the Bank and a failure to cure such violation within twenty (20) days of said written notice, unless it is apparent under the circumstances that Executive is unable to cure such violation;

(iv) Executive’s intentional violation of the provisions of this Agreement, after written notice from the Corporation or the Bank and a failure to cure such violation within twenty (20) days of said written notice, unless it is apparent under the circumstances that Executive is unable to cure such violation;

(v) Executive’s removal or prohibition from being an institution-affiliated party by a final order of an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act;

(vi) the willful engaging by Executive in misconduct injurious to the Corporation or the Bank after notice from the Corporation or the Bank, and a failure to cure such conduct within twenty (20) days;

(vii) the breach of Executive’s fiduciary duty to the Corporation or the Bank involving personal profit;

(viii) Executive’s willful violation of (1) any material law, rule or regulation applicable to the Corporation or the Bank, or (2) any final cease and desist order issued by an applicable regulatory agency;

(ix) unlawful harassment by Executive against employees, customers, business associates, contractors or vendors of the Corporation or the Bank following an investigation of the claims by a third party;

(x) any act of fraud or misappropriation against the Corporation or the Bank, or its customers, employees, contractors or business associates which has been adjudicated and proven in a court of law; or

(xi) the existence of any material conflict between the interests of the Corporation or the Bank and Executive that is not disclosed in writing by Executive to Corporation and the Bank prior to action and approved in writing by the Board and the Bank Board, and, after notice from Corporation and the Bank, a failure to cure such conflict within twenty (20) days of said notice.

If this Agreement is terminated for Cause, all of Executive’s rights under this Agreement shall cease as of the effective date of such termination, except that:

(A) the Bank shall pay to Executive the unpaid portion, if any, of his Annual Salary through the date of termination; and

(B) the Bank shall provide to Executive such post-employment benefits, if any, as may be provided for under the terms of the employee benefit plans of the Bank then in effect, provided that the cost to the Bank of such post-employment benefits shall not exceed an amount equal to one year of Executive’s Annual Salary.

(d) Death. Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically upon Executive’s death and Executive’s rights under this Agreement shall cease as of the date of such termination, except that (i) the Bank shall pay to Executive’s spouse, personal representative, or estate the unpaid portion, if any, of his Annual Salary through date of death and (ii) the Bank shall provide to Executive’s dependents any benefits due under the Bank’s employee benefit plans.

(e) Disability. Executive, the Corporation and the Bank agree that if Executive becomes Disabled, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, and becomes eligible for employer-provided short-term and/or long-term disability benefits, or worker’s compensation benefits, then the Bank’s obligation to pay Executive his Annual Salary shall be reduced by the amount of the disability or worker’s compensation benefits received by Executive.

Executive, the Corporation and the Bank agree that if, in the judgment of the Board, Executive is unable, as a result of illness or injury, to perform the essential functions of his position on a full-time basis with or without a reasonable accommodation and without posing a direct threat to himself or others for a period of six months, the Bank will suffer an undue hardship in continuing Executive’s employment as set forth in this agreement. Accordingly, this Agreement shall terminate at the end of the six-month period, and all of Executive’s rights under this Agreement shall cease, with the exception of those rights which Executive may have under the Bank’s employee benefit plans.

(f) Resignation from Board of Directors. In the event Executive’s employment under this Agreement is terminated for any reason, if applicable, Executive’s service as a Director of the Corporation, the Bank, and any affiliate or subsidiary thereof shall immediately terminate. This Section 3(f) shall constitute a resignation notice for such purposes.

4. Employment Period Compensation; Benefits and Expenses.

(a) Annual Salary. For services performed by Executive under this Agreement, the Bank shall pay Executive an annual salary during the Employment Period at the rate of $437,500 per year, minus applicable withholdings and deductions (the “Annual Salary”). The Annual Salary (including the components discussed below) shall be reviewed annually by the Board or the Bank Board and may, from time to time, increase Executive’s Annual Salary, and any and all such increases shall be deemed to constitute amendments to this Section 4(a) to reflect the increased amounts, effective as of the date established for such increases. In reviewing adjustments to Annual Salary, the Board or the Bank Board shall consider relevant market data regarding executive salaries at peer financial institutions and the performance of the Corporation and the Bank under Executive’s leadership.

(b) Bonus. The Board or the Bank Board may provide for the payment of an annual bonus to Executive as it deems appropriate to provide incentive to Executive and to reward Executive for his performance. Such bonus may, but need not be, determined in accordance with any incentive bonus programs for executive officers as approved by the Board or the Bank Board. The payment of any such bonuses will not reduce or otherwise affect any other obligation of the Bank to Executive provided for in this Agreement.

(c) Vacations, Holidays, etc. During the term of this Agreement, Executive shall be entitled to thirty (30) days paid time off per calendar year in accordance with the policies as established from time to time by the Bank Board. Executive shall also be entitled to all paid holidays provided by the Bank to its regular full-time employees and senior executive officers.

(d) Stock Based Incentives. During the term of this Agreement, Executive shall be entitled to such stock based incentives as may be granted from time to time by the board of directors of the Corporation or by the Bank Board under the Corporation’s or the Bank’s stock based incentive plans and as are consistent with Executive’s responsibilities and performance.

(e) Employee Benefit Plans. During the term of this Agreement, Executive shall be entitled to participate in or receive the benefits of any employee benefit plan currently in effect at the Bank, subject to the eligibility and terms of each such plan, until such time that the Bank Board authorizes a change in such benefits. The Corporation and the Bank shall not make any changes in such plans or benefits which would adversely affect Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Corporation and the Bank and does not result in a proportionately greater adverse change in the rights of or benefits to Executive as compared with any other executive officer of the Corporation and the Bank. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the Annual Salary payable to Executive pursuant to Section 4(a) hereof.

(f) Business Expenses. During the term of this Agreement, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him, that are properly accounted for, in accordance with the policies and procedures established by the Bank or the Board or the Bank Board for its executive officers. In addition, Executive shall be reimbursed by the Bank for the cost of up to fifty (50) nights per year at hotels in proximity to the Bank, as necessary or convenient for the Bank and Executive.

5. Rights in Event of Termination of Employment after a Change in Control.

(a) Termination without Cause. In the event that Executive’s employment is involuntarily terminated by the Corporation or the Bank without Cause (other than for death or Disability) during the term of this Agreement after a Change in Control or if Executive’s employment is voluntarily terminated by Executive for Good Reason after a Change in Control (defined in Section 5(d) below), Executive shall be entitled to receive the compensation set forth below:

(i) Executive shall be paid, within twenty (20) days following termination, a lump sum cash payment equal to three (3) times Executive’s Annual Salary. Such amount shall be subject to federal, state, and local tax withholdings.

(b) No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of payment provided for in this Section 5 be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

(i) (A) a merger, consolidation or division involving the Corporation or Bank, (B) a sale, exchange, transfer or other disposition of substantially all of the assets of Corporation or Bank, or (C) a purchase by Corporation or Bank of substantially all of the assets of another entity, unless (y) such merger, consolidation, division, sale, exchange, transfer, purchase or disposition is approved in advance by seventy-five percent (75%) or more of the members of the Board or the Bank Board who are not interested in the transaction and (z) a majority of the members of the Board of Directors of the legal entity resulting from or existing after any such transaction and the Board of Directors of such entity’s parent corporation, if any, are former members of the Board or the Bank Board; or

(ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Corporation or Bank representing fifty-one percent (51%) or more of the combined voting power of Corporation or Bank’s then outstanding securities; provided, however, that for the purposes of this Agreement, a Change in Control shall not result from the beneficial ownership (with the meaning of Rule 13d-3 under the Exchange Act) of securities of the Corporation or the Bank representing fifty-one percent (51%) or more of the combined voting power of the Corporation’s or the Bank’s then outstanding securities by (x) any “person” who on the date hereof is a director or officer of the Corporation or the Bank, (y) the Daniel M. Tabas Trust, the estate of Daniel M. Tabas, or any person who is related by descent or marriage to either Daniel M. Tabas, or any family member of any such persons, or (z) any estate or trust of or for the benefit of any of the persons described in clause (x) or clause (y) of this subparagraph (ii);

(iii) during the period of two (2) consecutive years during the term of Executive’s employment under this Agreement, individuals who at the beginning of such period constitute the Board or the Bank Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least sixty-seven percent (67%) of the directors then in office who were directors at the beginning of the period; or

(iv) any other transaction involving the Corporation or Bank similar in effect to any of the foregoing and designated as a Change in Control by the Board or the Bank Board.

(d) Good Reason. As used in this Section 5, the term “Good Reason” shall mean (i) a material diminution in salary, (ii) a material diminution in authority, duties or responsibilities, (iii) a reassignment which assigns full-time employment duties to Executive at a location more than fifty (50) miles from the Corporation’s principal executive office on the date of this Agreement, (iv) any material violation of this Agreement by the Bank or the Corporation (which shall include a violation of Section 11); (v) a reduction in Executive’s title; or (vi) where following a Change in Control involving the sale of substantially all the assets of the Bank or the Corporation this Agreement is not assumed by the purchasing entity, in all cases after notice from Executive to the Corporation within ninety (90) days after the initial discovery by Executive or the imposition of the facts or condition constituting such Good Reason and the failure of the Corporation or the Bank to cure such situation within thirty (30) days after said notice.

(e) Exclusive Payment. In the event Executive becomes entitled to any of the payments set forth in this Section 5, he shall not be entitled to any of the payments set forth in Section 6.

6. Rights in Event of Termination of Employment absent Change in Control or with Good Reason.

(a) Termination without Cause or for Good Reason. If Executive’s employment is involuntarily terminated by the Corporation or the Bank without Cause (other than for death or Disability) absent a Change in Control or Executive notifies the Corporation and the Bank of the existence of Good Reason, absent a Change in Control, and voluntarily resigns or terminates his employment (following any applicable notice and cure periods), Executive shall be entitled to receive the compensation set forth below:

(i) Executive shall be paid, within twenty (20) days following termination, a lump sum cash payment equal to two (2) times Executive’s Annual Salary. The amount shall be subject to federal, state and local tax withholdings.

(b) No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of payment or the benefit provided for in this Section 6 be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

(c) Exclusive Payment. In the event Executive becomes entitled to any of the payments set forth in this Section 6, he shall not be entitled to any of the payments set forth in Section 5.

7. Covenant Not to Compete.

(a) Restrictions. Executive hereby acknowledges and recognizes the highly competitive nature of the business of the Corporation and the Bank and accordingly agrees that, during and for the applicable period set forth in Section 7(c) hereof, Executive shall not:

(i) enter into or be engaged (other than by the Corporation or the Bank), directly or indirectly, as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise located within the Non-Competition Area, which is engaged in (A) the banking (including bank holding company) or financial services industry, or (B) any other activity within the Non-Competition Area in which the Corporation or the Bank or any of its affiliates or subsidiaries are engaged during the Employment Period. The “Non-Competition Area” shall mean any county in which, at the date of termination of Executive’s employment, a branch location, office, loan production office, or trust or asset and wealth management office of the Corporation, the Bank, or any of their affiliates or subsidiaries are located; or

(ii) solicit, directly or indirectly, any “person” (as such term is defined under Section 3 of the Employee Retirement Income Security Act of 1974, as amended) who is, or was during the then most recent 12-month period, a customer of the Corporation, the Bank or any of their affiliates or subsidiaries to divert their business from the Corporation and/or the Bank; or

(iii) solicit, directly or indirectly, any person who is, or was during the then most recent 12-month period, employed by the Corporation, the Bank or any of their affiliates or subsidiaries to leave the employ of the Corporation or the Bank.

Notwithstanding the foregoing, Executive shall not be prohibited from making personal investments, loans or real estate transactions comparable to such transactions which would have been permitted during Executive’s employment with the Corporation or the Bank.

(b) Reasonableness. It is expressly understood and agreed that, although the parties consider the restrictions contained in Section 7(a) hereof reasonable for the purpose of preserving for the Corporation, the Bank and their affiliates and subsidiaries their good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Section 7(a) hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 7(a) hereof shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

(c) Restriction Period. The provisions of this Section 7 shall be applicable commencing on the date of this Agreement and continuing for twelve (12) months after the effective date of the termination of Executive’s employment; provided, however, that in the event Executive’s employment terminates as a result of delivery of a notice of non-renewal by the Corporation or the Bank in accordance with Section 3(a), Executive shall not be subject to the restrictions contained in Section 7(a)(i). Notwithstanding the above provisions, if Executive violates the provisions of this Section 7 and the Corporation or the Bank must seek enforcement of the provisions of Section 7 and is successful in enforcing the provisions, either pursuant to a settlement agreement, or pursuant to court order, the covenant not to compete will remain in effect for one full year following the date of the settlement agreement or court order.

(d) Reasonable and Necessary. Executive acknowledges that the terms and conditions of Section 7 are reasonable and necessary to protect the Corporation and the Bank, their subsidiaries, and affiliates, and that Corporation and the Bank’s tender of performance under this Agreement, including the payment of the amounts under Section 5 or 6, is fair, adequate and valid consideration in exchange for his promises under this Section 7 of this Agreement.

(e) Assignment. Executive hereby agrees that the provisions of this Section 7 are fully assignable by the Corporation and the Bank to any successor. Executive also acknowledges that the terms and conditions of this Section 7 will not be affected by the circumstances surrounding his termination of employment, absent a breach of this Agreement by the Corporation or the Bank or as otherwise provided in this Agreement.

(f) Irreparable Harm. Executive acknowledges and agrees that any breach of the restrictions set forth in this Section 7 will result in irreparable injury to the Corporation and the Bank for which they shall have no meaningful remedy at law, and the Corporation and the Bank shall be entitled to injunctive relief in order to enforce provisions hereof. Upon obtaining any such final and nonappealable injunction, the Corporation and the Bank shall be entitled to pursue reimbursement from Executive and/or Executive’s employer of attorney’s fees and costs reasonably incurred in obtaining such final and nonappealable injunction. In addition, the Corporation and the Bank shall be entitled to pursue reimbursement from Executive and/or Executive’s employer of costs reasonably incurred in securing a qualified replacement for any employee enticed away from the Corporation or the Bank by Executive. Further, the Corporation and the Bank shall be entitled to set off against or obtain reimbursement from Executive of any payments owed or made to Executive hereunder.

8. Unauthorized Disclosure. During the term of his employment hereunder, or at any later time, Executive shall not, without the written consent of the Board and the Bank Board or a person authorized thereby (except as may be required pursuant to a subpoena or other legal process), knowingly disclose to any person, other than an employee of the Bank or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive of his duties as an executive of the Corporation and the Bank, any material confidential information obtained by him while in the employ of the Corporation and the Bank with respect to any of the Corporation’s and the Bank’s or any of their affiliates or subsidiaries’ services, products, improvements, formulas, designs or styles, processes, customers, methods of business or any business practices the disclosure of which could be or will be damaging to the Corporation and the Bank; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by Executive or any person with the assistance, consent or direction of Executive) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Corporation or the Bank or any information that must be disclosed as required by law.

9. Requirement of Release; Cessation and Recovery on Competition. Notwithstanding anything herein to the contrary, Executive’s entitlement to any payments under Sections 5 and 6 shall be contingent upon Executive’s prior agreement with and signature to a complete mutual release agreement in the form as mutually agreed by the parties. Such release agreement shall be executed, if at all, and the applicable payments contingent upon the execution of such agreement shall be provided or commence being provided, if at all, within sixty (60) days following the date of termination; provided, however, that if such sixty (60) day period begins in one taxable year and ends in a second taxable year, the payments will be provided or commence being provided, if at all, in the second taxable year.

10. Indemnification; Liability Insurance. The Corporation and the Bank shall indemnify, defend and hold Executive harmless, to the fullest extent permitted by Pennsylvania law, with respect to any costs, suits, damages, actions, administrative proceedings, losses, claims, including reasonable attorney’s fees, related to or arising from any threatened, pending or contemplated action, suit or proceeding brought against him as a result of Executive’s position as a present or past director, officer, employee or agent of the Corporation and the Bank or as a result of Executive serving at the written request of the Corporation or the Bank as a director, officer, employee or agent of another person or entity. Executive’s right to indemnification provided herein is not exclusive of any other rights to which Executive may be entitled under any bylaw, agreement, vote of shareholders or otherwise, and shall continue beyond the term of this Agreement.

11. Representations of Bank. The Corporation and the Bank hereby represent and warrant to Executive that, as of the date hereof, this Agreement and the Corporation and the Bank’s performance of their covenants and obligations hereunder: (i) do not violate, breach or cause a default under any agreement, order, law, rule or regulation applicable to the Bank or the Corporation or to which either the Bank or the Corporation are bound or are a party; and (ii) that the persons executing this Agreement on behalf of the Corporation and the Bank are duly authorized by the Board and the Bank Board, respectively, to bind the Corporation and the Bank to the terms by a valid resolution of the Board and the Bank Board, respectively.

12. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and hand delivered, mailed by registered or certified mail, postage prepaid with return receipt requested or if sent via commercial overnight courier, to Executive’s address or sent by facsimile with written confirmation (in the case of notices to Executive) and to the principal executive office of the Bank or by facsimile, in the case of notices to the Bank. All notices shall be effective upon receipt.

13. 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 Executive and an executive officer specifically designated by the Board and the Bank Board. No waiver by either party hereto at any time of any breach by the 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.

14. Assignment. This Agreement shall not be assignable by any party, except by the Corporation or the Bank to any successor in interest to its business.

15. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements between them respecting the within subject matter, including, but not limited to, the prior employment agreement dated November 20, 2013.

16. Successors; Binding Agreement.

(a) The Corporation and the Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Corporation and/or the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation and the Bank would be required to perform it if no such succession had taken place. As used in this Agreement, “Corporation” and “Bank” shall mean the Corporation and the Bank as defined previously and any successor to its respective business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

(b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees or legatees. If Executive should die following termination of Executive’s employment without Cause, and any amounts would be payable to Executive under this Agreement if Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or, if there is no such designee, to Executive’s estate.

17. Legal Expenses. The Bank shall reimburse Executive for all reasonable legal fees and expenses he may incur in seeking to obtain or enforce any right or benefit provided by this Agreement, but only with respect to such claim or claims upon which Executive prevails (including by reason of negotiated settlement). Such payments shall be made within fourteen (14) days after delivery of Executive’s written request for payment accompanied with such evidence of fees and expenses incurred as the Bank may reasonably require.

18. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

19. Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic, internal laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.

20. Headings. The section headings of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

21. Limitations on Payments.

(a) Notwithstanding anything in this Agreement to the contrary, in the event the payments and benefits payable hereunder to or on behalf of Executive (which the parties agree will not include any portion of payments allocated to the non-compete provisions of Section 7 which are classified as payments of reasonable compensation for purposes of Section 280G of the Code), when added to all other amounts and benefits payable to or on behalf of Executive, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the amounts and benefits payable hereunder shall be reduced to such extent as may be necessary to avoid such imposition. All calculations required to be made under this subsection will be made by the Bank’s independent public accountants, subject to the right of Executive’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.

(b) All payments made to the Executive pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder, including, but not limited to 12 C.F.R. Part 359.

22. Recovery of Bonuses and Incentive Compensation. Notwithstanding anything in this Agreement to the contrary, all bonuses and incentive compensation, but not Annual Salary or payments due Executive under Section 5 or Section 6, paid hereunder (whether in equity or in cash) shall be subject to recovery by the Corporation or the Bank in the event that such bonuses or incentive compensation are based on materially inaccurate financial statements or other materially inaccurate performance metric criteria; provided that a determination as to the recovery of a bonus or incentive compensation shall be made within twelve (12) months following the date such bonus or incentive compensation was paid. In the event that the Board or the Bank Board determines by a vote of at least 75% of the directors of the Board or the Bank Board that a bonus or incentive compensation payment to Executive is recoverable, Executive shall reimburse all or a portion of such bonus or incentive compensation, to the fullest extent permitted by law, as soon as practicable following written notice to Executive by the Corporation or the Bank of the same.

23. Application of Code Section 409A.

(a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of Executive’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to Executive that would not be required to be delayed if the premiums therefore were paid by Executive, Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Bank shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the conclusion of such Delay Period.

(b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which Executive incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.

(c) Any payments made pursuant to Sections 5 and 6, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

ATTEST:		ROYAL BANCSHARES OF PENNSYLVANIA, INC.

		By:
Secretary

ATTEST:		ROYAL BANK AMERICA

		By:
Secretary

WITNESS:		EXECUTIVE


		F. KEVIN TYLUS

EX-10.2 3 ex10_2.htm EXHIBIT 10.2

Exhibit 10.2

NON-SOLICITATION

AND

CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT, made the 10th day of March 2015, between ROYAL BANCSHARES OF PENNSYLVANIA, INC., a Pennsylvania business corporation (the “Corporation”), ROYAL BANK AMERICA, a Pennsylvania chartered bank (the “Bank”) (the Corporation and Bank are sometimes referred to herein collectively as the “Employer”), and _______________________, an adult individual (“Employee”).

WITNESSETH:

WHEREAS, Employee is currently employed as the _________________ of Employer;

WHEREAS, Employer desires to induce Employee to remain in its employ on an impartial and objective basis in the event of a transaction pursuant to which a Change in Control of Employer occurs, and is willing to provide Employee the additional benefits provided herein in consideration of Employee’s continued employment and the additional non-disclosure and non-solicitation covenants provided herein;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, each intending to be legally bound, hereby agree as follows:

AGREEMENT:

1. Term of Agreement.

(a) General. This Agreement shall be for a period (the “Term”) commencing on the date of this Agreement and ending on December 31, 2016; provided, however, that, commencing on January 1, 2017 and on January 1 of each succeeding year (each an “Annual Renewal Date”), the Term shall be automatically extended for one (1) additional year from the applicable Annual Renewal Date (each, an “Extension”), unless Employer or Employee shall give written notice of nonrenewal to the other party at least sixty (60) days prior to an Annual Renewal Date, in which event this Agreement shall terminate at the end of the then existing Term. References in this Agreement to the “Term” shall refer to the initial one-year term and the terms of any Extensions as may become effective.

(b) Termination for Cause. Notwithstanding the provisions of Section l(a) of this Agreement, this Agreement shall terminate automatically upon termination by Employer of Employee’s employment for Cause. As used in this Agreement, “Cause” shall mean the following:

(i) Employee’s conviction of, or plea of guilty or nolo contendere to, a felony, a crime of falsehood, or a crime involving moral turpitude, or the actual incarceration of Employee for a period of at least thirty (30) days;

(ii) Employee’s failure to follow the good faith lawful instructions of the President and Chief Executive Officer of Corporation or Bank, following Employee’s receipt of written notice of such instructions;

(iii) Employee’s intentional failure to substantially perform Employee’s duties to, or on behalf of, Corporation or Bank, other than a failure resulting from Employee’s incapacity because of disability;

(iv) Employee’s intentional violation of any law, rule or regulation (other than traffic violations or similar offenses), Employee’s intentional violation of any memorandum of understanding or cease and desist order of a federal or state banking agency applicable to Employer, Employee’s intentional violation of any code of conduct or ethics applicable to officers or employees of Corporation or Bank, or Employee’s intentional violation of any material provision of this Agreement;

(v) dishonesty on the part of Employee in the performance of Employee’s duties or conduct on the part of Employee which, in the reasonable judgment of the Board of Directors of Corporation (the “Board”) and the Board of Directors of the Bank (the “Bank Board”), brings public discredit to Corporation or Bank;

(vi) Employee’s breach of fiduciary duty, in connection with Employee’s employment hereunder, which involves personal profit or which results in demonstrable material injury to Corporation or Bank; or

(vii) Employee’s removal or prohibition from being an institution-affiliated party by a final order of an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act or by the Pennsylvania Department of Banking pursuant to state law.

If Employee’s employment is terminated for Cause, Employee’s rights under this Agreement shall cease as of the effective date of such termination.

(c) Voluntary Termination, Retirement, or Death. Notwithstanding the provisions of Section l(a) of this Agreement, this Agreement shall terminate automatically upon termination of Employee’s employment as a result of voluntary termination by Employee (other than in accordance with Section 2 of this Agreement), retirement at Employee’s election, or death. In any such event, Employee’s rights under this Agreement shall cease as of the date of such event; provided, however, that if Employee dies after a Notice of Termination (as defined in Section 2(a) of this Agreement) is delivered by Employee, the payments and benefits described in Section 3 will nonetheless be made to the person or persons determined pursuant to Section 13(b) of this Agreement.

(d) Disability. Notwithstanding the provisions of Section 1(a) of this Agreement, this Agreement shall terminate automatically upon termination of Employee’s employment as a result of Employee’s disability and Employee’s rights under this Agreement shall cease as of the date of such termination; provided, however, that, if Employee becomes disabled after a Notice of Termination (as defined in Section 2(a) of this Agreement) is delivered by Employee, Employee shall nevertheless be absolutely entitled to receive all of the payments and benefits provided for in, and for the term set forth in, Section 3 of this Agreement. As used in this Agreement, the term “Disability” means incapacitation, by accident, sickness or otherwise, such that Employee is rendered unable to perform the essential duties required of Employee by Employee’s position with Employer at that time, notwithstanding reasonable accommodation, for a period of six (6) consecutive months.

2. Termination Following Change in Control.

(a) Good Reason. If a Change in Control (as defined in Section 2(b) of this Agreement) shall occur at any time during the term of this Agreement, and if within one year after such Change in Control there shall be (a) any material breach by Employer of, or material failure of Employer to tender performance under, this Agreement, or (b) any of the following, if taken without Employee’s express written consent:

(i) A material diminution in Employee’s authority, duties or other terms or conditions of employment as the same exist on the date of the Change in Control;

(ii) Any reassignment of Employee to a location greater than 25 miles from the location of Employee’s office on the date of the Change in Control, unless such new location is closer to Employee’s primary residence than the location on the date of the Change in Control;

(iii) Any material diminution in Employee’s base salary;

(iv) Any failure to provide Employee with any benefits enjoyed by Employee under any of Corporation’ or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other material employee plans in which Employee participated at the time of the Change in Control or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control, except for any reductions in benefits or other actions resulting from changes to or reductions in benefits applicable to employees generally;

(v) Any requirement that Employee travel in the performance of Employee’s duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Employee during the year preceding the year in which the Change in Control occurred, which results in a material negative change to Employee in the employment relationship; or

(vi) Any other material breach of this Agreement;

then, at the option of Employee, exercisable by Employee during the one hundred twenty (120) day period after the occurrence of each and every of the foregoing events (“Good Reason”), Employee may resign from employment with Employer (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Employer and Employee will become entitled to the payments and benefits described in Section 3 of this Agreement. After the expiration of the one hundred twenty (120) day period described above, Employee cannot exercise such right with respect to that Good Reason event.

(b) Change in Control Defined. As used in this Agreement, “Change in Control” shall mean:

(iv) any other transaction involving the Corporation or Bank similar in effect to any of the foregoing and designated as a Change in Control by the Board or the Bank Board.

3. Rights in Event of Termination Following Change in Control. In the event that Employee validly and timely delivers a Notice of Termination to Employer, Employee shall be absolutely entitled to receive the following compensation:

(a) The Employer shall pay, within twenty (20) days from the later of the date of termination of employment or the delivery of a Notice of Termination, notwithstanding any termination of this Agreement during such period, a lump sum cash payment equal to two (2) times Employee’s base salary at the highest annual amount in effect during the three (3) calendar years preceding the year in which the Notice of Termination is delivered.

4. Confidential Information. Employee agrees that during and subsequent to Employee’s employment with Employer, Employee will not (i) disclose, in whole or in part, any confidential information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever unless authorized in writing to do so by Employer or as otherwise required by law or (ii) use any confidential information for Employee’s own purpose or for the benefit of any person, firm, corporation, association or other entity other than Employer, except in the proper performance of Employee’s duties as instructed by Employer. Upon cessation of Employee’s employment with Employer, the restrictions set forth in this paragraph will not apply to confidential information which is then in the public domain (unless Employee is responsible, directly or indirectly, for such confidential information entering the public domain without the consent of Employer).

5. Non-Solicitation/No Piracy

(a) Employee hereby acknowledges and recognizes the highly competitive nature of the business of Corporation and Bank and accordingly agrees that, during and for the applicable period set forth in Section 5(c), Employee shall not, directly or indirectly:

(i) for or on behalf of Employee or a same, similar or competitive business as Employer or any of its affiliates, solicit, provide services to, contract with, or accept business from any person or entity which was a client of Employer or any of its affiliates at the date of cessation of Employee's employment or within one hundred twenty (120) days prior to cessation of Employee's employment, and with whom Employee had business dealings during that period;

(ii) solicit, encourage or induce any person or entity with the effect or for the purpose (which need not be the sole or primary effect or purpose) of: (A) causing any material deposits or other funds with respect to which Employer or any of its affiliates provides services to be withdrawn, (B) causing any client or customer of Employer to refrain from engaging Employer or any of its affiliates, or (C) causing any client or customer to terminate or materially diminish its relationship with Employer or any of its affiliates; and/or

(iii) (A) induce, offer, assist, solicit, encourage or suggest, in any manner whatsoever, (1) that Employee or another business or enterprise offer employment to or enter into a business affiliation with any employee, agent or representative of Employer or any of its affiliates, or (2) that any employee, agent or representative of Employer or any of its affiliates terminate his or her employment or business affiliation with Employer or any of its affiliates; or (B) hire, employ or contract with any employee, agent or representative of Employer or any of its affiliates.

(b) It is expressly understood and agreed that, although Employee, Corporation and Bank consider the restrictions contained in Section 5(a) reasonable for the purpose of preserving for Corporation and Bank their goodwill and other proprietary rights, if a final judicial determination is made by a court or arbitrator having jurisdiction that the time or territory or any other restriction contained in Section 5(a) is an unreasonable or otherwise unenforceable restriction against Employee, the provisions of Section 5(a) shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

(c) The provisions of this Section 5 shall be applicable commencing on the date of this Agreement and ending twelve (12) months following the effective date of any termination of employment (regardless of whether a Change in Control has occurred).

6. Remedies. Employee acknowledges and agrees that the remedy at law of Employer for a breach or threatened breach of any of the provisions of Section 4 or 5 would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach by Employee of any of the provisions of Section 4 or 5, it is agreed that Employer shall be entitled to, without posting any bond, and Employee agrees not to oppose any request of Employer for, equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction, or any other equitable remedy which may then be available. Nothing contained in this section shall be construed as prohibiting Employer from pursuing any other remedies available to them, at law or in equity, for such breach or threatened breach.

7. Notices. Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and if mailed by registered or certified mail, postage prepaid with return receipt requested, to Employee’s residence, in the case of notices to Employee, and to the principal office of Employer, in the case of notices to Employer.

8. 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 Employee and an executive officer specifically designated by the Board and the Bank Board. No waiver by either party hereto at any time of any breach by the 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.

9. Assignment. This Agreement shall not be assignable by either party, except by Employer to any successor in interest to Employer’s business.

10. Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement and, in accordance with the provisions of Section 21, supersedes any prior understanding of the parties.

11. Successors; Binding Agreement.

(a) Employer. Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. Failure by Employer to obtain such assumption and agreement prior to the effectiveness of any such succession shall constitute a breach of this Agreement. As used in this Agreement, “Employer” shall mean Employer as defined previously and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

(b) Employee. This Agreement shall inure to the benefit of and be enforceable by Employee’s personal or legal representatives, executors, administrators, heirs, distributees, devisees, and legatees. If Employee should die after a Notice of Termination is delivered by Employee and any amounts would be payable to Employee under this Agreement if Employee had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee, or other designee, or, if there is no such designee, to Employee’s estate.

12. Continuation of Certain Provisions. Any termination of Employee’s employment under this Agreement or of this Agreement after a Change in Control will not affect the payment and benefit provisions of Section 3, which will, if relevant, survive any such termination and remain in full force and effect in accordance with its terms.

13. Other Rights; Severance. Except as provided in Section 19, nothing herein will be construed as limiting, restricting or eliminating any rights Employee may have under any plan, contract or arrangement to which Employee is a party or in which Employee is a vested participant; provided, however, that any termination payments required hereunder will be in lieu of any severance benefits to which Employee may be entitled under a severance plan or arrangement of Employer; and provided further, that if the benefits under any such plan or arrangement may not legally be eliminated, then the payments hereunder will be reduced (but not below zero) by the amount payable under such plan or arrangement.

14. No Employment Agreement; At-Will Employment. This Agreement does not constitute an employment agreement or an agreement to maintain employment for any period of time. Employee’s employment with Employer constitutes “at-will” employment and either Employee or Employer may terminate Employee’s employment at any time, subject to the procedures and consequences in the event of a termination of employment after a Change in Control set forth in this Agreement.

15. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16. Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic laws (but not the law of conflicts of law) of the Commonwealth of Pennsylvania.

17. Headings. The headings of the Sections of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

18. Number. Words used herein in the singular will be construed as being used in the plural, as the context requires, and vice versa.

19. Regulatory Matters. The obligations of Employer under this Agreement shall in all events be subject to any required limitations or restrictions imposed by or pursuant to the Federal Deposit Insurance Act or the Pennsylvania Banking Code of 1965 as the same may be amended from time to time, including but not limited to, that all payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with applicable laws and any regulations promulgated thereunder, including, without limitation, 12 C.F.R. Part 359.

20. References to Employer. All references to Employer shall be deemed to include references to companies affiliated with Employer, as appropriate in the relevant context.

21. Effective Date; Termination of Prior Understandings. This Agreement will become effective immediately upon the execution and delivery of this Agreement by the parties hereto. Upon the execution and delivery of this Agreement, any prior understanding relating to the subject matter hereof will be deemed automatically terminated and be of no further force or effect.

22. Withholding For Taxes. All amounts and benefits paid or provided hereunder will be subject to withholding for taxes as required by law.

23. Individual Agreement. This Agreement is an agreement solely between and among the parties hereto. It is intended to constitute a nonqualified unfunded arrangement for the benefit of a key management employee and will be construed and interpreted in a manner consistent with such intention.

24. Application of Code Section 409A.

(a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that Employee undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if Employee is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of Employee’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of Employee’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to Employee that would not be required to be delayed if the premiums therefore were paid by Employee, Employee shall pay the full costs of premiums for such welfare benefits during the Delay Period and Corporation or Bank shall pay Employee an amount equal to the amount of such premiums paid by Employee during the Delay Period within ten (10) days after the conclusion of such Delay Period.

(b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which Employee incurred such expenses or received such benefits, and in no event shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.

(c) Any payments made pursuant to Section 3, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if Employer determines that any other payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).

25. Limitation on Benefits. Anything contained in this Agreement to the contrary notwithstanding, if any of the payments or benefits received or to be received by Employee pursuant to this Agreement, when taken together with payments and benefits provided to Employee under any other plans, contracts, or arrangements with Employer (all such payments and benefits being hereinafter referred to as the “Total Payments”), will be subject to any excise tax imposed under Code Section 4999 (together with any interest or penalties, the “Excise Tax”), then such Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax. To effectuate the reduction described above, if applicable, Employer shall first reduce or eliminate the payments and benefits provided under this Agreement. All calculations required to be made under this Section will be made by Employer’s independent public accountants, subject to the right of Employee’s representative to review the same. The parties recognize that the actual implementation of the provisions of this Section are complex and agree to deal with each other in good faith to resolve any questions or disagreements arising hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ATTEST:		ROYAL BANCSHARES OF PENNSYLVANIA, INC.

		By:
Secretary

ATTEST:		ROYAL BANK AMERICA

		By:
Secretary

WITNESS:		EXECUTIVE