Second Amendment and Renewal of Employment Agreement between Susquehanna Bancshares, Inc. and Gregory A. Duncan

Summary

This agreement renews the employment of Gregory A. Duncan as Executive Vice President and Chief Operating Officer of Susquehanna Bancshares, Inc. for three years starting January 15, 2003, with a base salary of $286,000 per year. It also amends the original employment agreement to clarify the employee benefits Duncan will receive if his employment is terminated, limiting the company's obligation to benefits available under existing contracts with third-party vendors. The agreement is signed by both parties and confirms all other terms of the original agreement remain in effect.

EX-10.9 6 dex109.txt EMPLOYMENT AGREEMENT WITH GREGORY A. DUNCAN Exhibit 10.9 RENEWAL OF EMPLOYMENT AGREEMENT BETWEEN Gregory A. Duncan, EVP and COO, AND SUSQUEHANNA BANCSHARES, INC. As of Wednesday, January 15, 2003, the employment of Gregory A. Duncan is hereby deemed to be renewed for three (3) years under the terms and conditions per the Employment Agreement dated March 12, 2001 (but effective as of February 28, 2001), as amended. The base salary as per Section 4.1 will be $286,000 per year. SUSQUEHANNA BANCSHARES, INC. Attest: /s/ Lisa M. Cavage By: /s/ Edward Balderston, Jr. - ------------------ -------------------------- Secretary Edward Balderston, Jr. Lisa M. Cavage SVP & Group Executive [SEAL] SECOND AMENDMENT TO EMPLOYMENT AGREEMENT The Employment Agreement effective as of February 28, 2001, and amended by the First Amendment to Employment Agreement dated January 18, 2002, by and between SUSQUEHANNA BANCSHARES, INC., a Pennsylvania corporation organized as a financial holding company under the Bank Holding Company Act of 1956, as amended (the "Company"), and GREGORY A. DUNCAN, an adult individual whose principal residence is at 1046 Hunters Path, Lancaster, Pennsylvania 17601 (the "Employee"), is hereby amended as follows: 1. Subparagraph 10.5(b) is amended to read in its entirety as follows: "(b) all other employee benefits to which the Employee would have been entitled under paragraph 7 hereof if he had remained in the employ of the Company for the remainder of the Period of Employment. However, to the extent that such employee benefits are provided by insurance companies and other vendors not affiliated with the Company, the obligation of the Company to provide such employee benefits shall not exceed that to which the Employee would be entitled under the contracts in force between the Company and such vendors at the time of the event of termination under this subparagraph 10.5." As so amended, said Employment Agreement is hereby confirmed, with the intent to be legally bound, this 22nd day of January, 2003. SUSQUEHANNA BANCSHARES, INC. Attest: /s/ Lisa M. Cavage By: /s/ William J. Reuter ------------------ --------------------- Secretary Name: William J. Reuter Title: President and CEO EMPLOYEE Witness: /s/ Edward Balderston, Jr. /s/ Gregory A. Duncan - -------------------------- --------------------- Name: Edward Balderston, Jr. Gregory A. Duncan