Consulting Agreement between Waypoint Financial Corp. and Robert W. Pullo

Summary

Waypoint Financial Corp. and Robert W. Pullo entered into a consulting agreement effective May 23, 2003, following Pullo's retirement as Vice Chairman. Pullo will provide consulting services and advice to the company until October 17, 2005, and serve on the Board of Directors and Executive Committee. He will be compensated with monthly payments, expense allowances, and certain benefits, while acting as an independent contractor. The agreement also includes non-competition provisions during the term. Pullo is responsible for his own taxes and is not eligible for company employee benefits during the consulting period.

EX-10.20 7 j0631601exv10w20.txt EXHIBIT 10.20 Exhibit 10.20 CONSULTING AGREEMENT THIS AGREEMENT (hereinafter the "Agreement") is entered into this 17th day of July, 2003 by and between Waypoint Financial Corp. with its principal office located in Harrisburg, Pennsylvania (hereinafter the "Company") and Robert W. Pullo (hereinafter the "Consultant" or "Pullo"). WHEREAS, Pullo retired as Vice Chairman of the Company on May 22, 2003; and WHEREAS, the management of the Company desires that they be able to call upon the experience and knowledge of Pullo for consultation services, special projects and advice; and WHEREAS, Consultant is willing to render such services and advice as a consultant to the Company on the terms and subject to the conditions hereinafter set forth in this Agreement: and WHEREAS, Company desires that Consultant in consideration of the compensation herein provided bind himself to not compete with Company or any successor during the term hereof. NOW THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties hereto intending to be legally bound agree as follows: ARTICLE I CONSULTING AGREEMENT 1. Effective Date/Term of Consulting Agreement. For purposes of this Agreement, Effective Date shall mean May 23, 2003, provided that the Agreement and General Release, executed by the parties, a copy of which is attached hereto as Exhibit "A", becomes an effective and fully enforceable agreement as described in Section 5(f) of such Agreement and General Release. Commencing on the Effective Date, Pullo shall be retained by the Company to provide advice and consulting services until October 17, 2005 (the "Consulting Term"). At the expiration of the Consulting Term, the provisions of this Article I shall cease to be of further force and effect and the parties hereto shall have no further obligations under Article I hereof. 2. Position and Responsibilities During the Consulting Term. During the Consulting Term, Consultant agrees to serve as a consultant to the Company and to render such advice and services to the Company and at such times as are mutually acceptable to Consultant and the Company. Consultant agrees to serve on the Board of Directors of the Company and the Executive Committee but shall resign as Vice- Chairman of the Board, Vice-Chairman of the Executive Committee and as an employee of the Company, effective as of May 22, 2003. Consultant's obligation to render such advice and services to the Company shall be subject to his reasonable availability with due allowance for any other commitments that he may have. 3. Compensation During the Consulting Term. The Company shall pay Consultant compensation for his consulting services during the Consulting Term in monthly installments of $43,650.00 payable in advance, or more frequent installments of a proportionate fraction of said amount at the option of the Company. Additionally, the condition imposed by the Board of Directors conditioning 15,000 non-qualified stock options granted to Pullo incident to his termination of employee status will be removed upon the execution and final effectiveness of this Agreement and the Agreement and General Release. 4. Expenses and Other Facilities During the Consulting Term. Consultant shall be provided the following during the Consulting Term: (a) $2,100.00 per month for administrative support services, including reimbursement for amounts already paid for such services from May 22, 2003 to the effective date described under Section 5(f) of the Agreement and General Release; (b) $1,250.00 per month for maintenance of a suitable office outside of the Company and Bank premises, including reimbursement for amounts already paid for a suitable office from May 22, 2003 to the effective date described under Section 5(f) of the Agreement and General Release; (c) In addition to the above expense allowances, Company will reimburse Consultant for reasonable and necessary expenses related to specific, pre-approved assignments at the direction of the CEO. Expenses not the subject of such pre-approved assignments and expense limitations shall be the sole responsibility of Consultant to be paid out of the $2,100.00 per month general allowance for administrative support set forth above; and (d) Company will provide Consultant a Company owned or leased 2004 Escalade for his use until 10/17/05 or, if the anticipated Escalade is not in service, an automobile allowance for an equivalent automobile. Consultant shall return the Company owned or leased automobile to the Company at the termination of the Consulting Term. Vehicle operating expenses for other than pre-approved assignments by the CEO will be Consultant's sole responsibility and covered and subsumed within the $2,100.00 per month administrative support allowance set forth above. No new 2 or substitute vehicle is or will be authorized without the specific approval of the CEO. (e) Company will reimburse Consultant for Country Club of York, Lafayette Club and Rotary Club minimum monthly dues and capital and other assessments as they presently exist but not new assessments. Any expenses or use above the minimum monthly dues including capital or other special assessments shall be the sole responsibility of Consultant except as specifically pre-approved by the CEO associated with specifically approved assignments. (f) In conjunction with Consultant's retirement as an employee, the Company has transferred to Consultant his existing personal office furnishings and equipment which provision and obligation of Company has been carried out in full and no further obligation of Company to Consultant exists or remains to be satisfied in this regard (g) Consultant will be reimbursed for his and his spouse's reasonable and necessary travel, lodging and related costs and expenses in attending the meeting of the Pennsylvania Association of Community Bankers convention in Ft. Lauderdale, Florida in September 2003 so that he may receive a lifetime achievement award that will be presented to him at that meeting. 5. Status of Consultant and Taxes. (a) Status of Consultant. During the Consulting Term, Consultant's status with the Company shall be that of an independent contractor, and as such, Consultant shall have no express or implied authority to act as an agent of the Company, except as so directed by the Chief Executive Officer and he shall not represent to the contrary to any person. Consultant shall only consult, render advice and perform such tasks as specified by the Chief Executive Officer of the Company. He shall not direct the work of any employee of the Company, or make any management decisions, or undertake to commit the Company to any course of action in relation to third persons. The Company shall specify the assignments to be undertaken by Consultant and may control and direct him in that regard. (b) Taxes. It is understood that the consulting fees paid to Consultant hereunder in respect of services rendered during the Consulting Term shall constitute revenue to Consultant. To the extent consistent with applicable law, the Company will not withhold any amounts therefrom as federal income tax withholding from wages 3 or as employee contributions under the Federal Insurance Contributions Act or any other state or federal laws. Consultant shall be solely responsible for the withholding and/or payment of any federal, state or local income or payroll taxes. ARTICLE II BENEFITS 1. Payments Under Other Agreements. Consultant's status as an independent contractor to the Company shall not entitle him to participate in any benefit plans or programs maintained by the Company, nor shall it preclude Consultant from receiving any benefits or payments to which he is entitled under any employee plan, program, or agreement maintained or entered into by the Company as a result of his employment by the Company prior to the execution of this Agreement. Consultant shall be paid a pro-rata bonus for 2003 of $57,715.77 upon the execution hereof and the Agreement and General Release and its becoming final and the parties agree that he will participate on a pro-rated basis in the Long Term Incentive Plan through May 22, 2003 pursuant to its terms with his resignation treated as retirement under the Plan. To the extent any pay out is authorized under the Plan Mr. Pullo will be paid his pro-rated share. A copy of the Long Term Incentive Plan is set forth on Exhibit "B". 2. Continuation of Benefits. Notwithstanding any provision of Article II, Paragraph 1 of this Agreement to the contrary, Company shall provide Consultant with continued medical coverage or coordinated Medicare supplemental coverage, if applicable, coverage substantially equivalent to coverage maintained by the Company for Consultant prior to the Effective Date. Such coverage and payments made pursuant thereto shall continue through October 2006 for Consultant and Company will provide coverage for Consultant's spouse Donna Pullo until she reaches age 65. 3. Key Man Life Insurance. Mr. Pullo will receive the benefits under all of his York Financial Key Man Life Insurance contract arrangements and York Financial or Waypoint Deferred Compensation benefit arrangements and SERP Plans. ARTICLE III GENERAL PROVISIONS 1. Other Employment. The Company acknowledges that this Agreement shall not restrict Consultant in any manner from securing employment or otherwise owning or managing a business of his choosing on a part-time basis, subject to (i) such activity not interfering with his ability to provide consulting services hereto; and (ii) the requirements of Article III paragraphs 2 and 3 below. 2. Confidentiality. Consultant recognizes and acknowledges that by reason of his relationship as consultant to the Company during and, if applicable, after the 4 expiration of the Consulting Agreement, he will have access to certain confidential and proprietary information relating to the Company business, which may include, but is not limited to, trade secrets, trade "know-how", customer information, supplier information, cost and pricing information, marketing and sales techniques, strategies and programs, computer programs and software and financial information (collectively referred to as "Confidential Information"). Consultant acknowledges that such Confidential Information is a valuable and unique asset of the Company and Consultant covenants that he will not, unless expressly authorized in writing by the Board, at any time during the course of this Agreement use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of his duties for the Company and in a manner consistent with the Company policies regarding Confidential Information. Consultant also covenants that at any time after the termination of this Agreement, he will not, directly or indirectly, use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through no fault of Consultant or except when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information in which case Consultant will inform the Company in writing promptly of such required disclosure, but in any event at least two business days prior to disclosure. All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into Consultant's possession during the course of this Agreement shall remain the property of the Company. Except as required in the performance of Consultant's duties for the Company, or unless expressly authorized in writing by the Board, Consultant shall not remove any written Confidential Information from the Company premises, except in connection with the performance of his duties for the Company and in a manner consistent with the Company policies regarding Confidential Information. Upon termination of this Agreement, Consultant agrees immediately to return to the Company all written Confidential Information in his possession. 3. Non-Compete Obligation. Consultant agrees that during the Consulting Term, Consultant shall not, directly or indirectly, engage (as principal, partner, director, officer, agent, employee, or owner, with or without compensation) in any line of business that the Company or the Bank is involved (including, but not limited to, the providing of wholesale banking services, consumer financial services, retail banking, trust and investment management services, secured and unsecured loan and financing services, real estate financing services, asset and investment management and fiduciary services, insurance services, cash management services, and consumer and commercial credit card services) within sixty miles of Harrisburg, Pennsylvania. Consultant shall not entice or solicit, directly or indirectly, any executives or key management personnel of the Company (or any subsidiary) to work, in any capacity, with Consultant or any entity with which Consultant has affiliated during the Consulting Term and for a period of two years thereafter. Consultant shall also not entice or solicit, 5 directly or indirectly, any client or customer of the Company (or any subsidiary) for any competitor or in any competitive activity during the Consulting Term and for a period of two (2) years thereafter. Consultant shall also, during the Consulting Term and for a period of two (2) years thereafter, not assist in any capacity, except if called as a witness, any third party in any claims, actions, proceedings or litigation against the Company. It is further agreed that Consultant's non-competition Agreement and Non-Solicitation Agreement is assignable by Company and shall be fully enforceable by assignee whether incident to a merger or acquisition of Company, regardless or whether or not Company is the surviving entity or whether the sale is incident to a sale of the stock of the Company or a sale of its assets. The foregoing restrictions shall not be construed to prohibit Consultant from owning less than five percent (5%) of any class of securities of any corporation in Maryland or Pennsylvania, which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither Consultant nor any group of persons including Consultant in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes part in its business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing. 4. Enforcement of Obligations. Consultant acknowledges that the restrictions contained in Sections 2 and 3 of this Article III are reasonable and necessary to protect the legitimate interests of the Company, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of those Sections will result in irreparable injury to the Company. Executive further represents and acknowledges that: (i) he has been advised by the Company to consult his own legal counsel with respect to this Agreement; and (ii) that he has, prior to execution of this Agreement, reviewed thoroughly this Agreement with his counsel. Consultant agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violations of Sections 2 and 3 of this Article III, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. In the event that any of the provisions of Sections 2 and 3 of this Article III should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. Consultant irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Agreement in which any party is seeking in whole or in part any form of equitable relief, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief and other equitable relief, may be brought in any court of competent jurisdiction in York County, Pennsylvania; (ii) consents to the non-exclusive jurisdiction of any court in any such suit, action or proceeding; and (iii) waives any 6 objection which Consultant may have to the laying of venue of any such suit, action or proceeding in any such court. Consultant also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 7. 5. Payments upon a Change in Control. (a) Definitions. For all purposes of this Section 5; the following terms shall have the meanings specified in this Section 5(a) unless the context otherwise clearly requires: (i) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (ii) "Base Compensation" shall mean the $523,800.00 annualized remuneration to be received by Consultant in all capacities with the Company. (iii) "Beneficial Owner" shall have the meaning ascribed to such term in Section 13(d)(3) of the Exchange Act. (iv) "Change of Control" shall mean an event of a nature that: (i) would be required to be reported in response to Item 1 of the current report on Form 8-K, as in effect on the Effective Date, pursuant to Section 13 or 15(d) of the Exchange Act; or (ii) results in a Change of Control of the Bank or the Company within the meaning of the Home Owners Loan Act, as amended ("HOLA"), and applicable rules and regulations promulgated thereunder, as in effect on the Effective Date, or (iii) without limitation such a Change of Control shall be deemed to have occurred at such time as (a) any Person is or becomes the Beneficial Owner, directly or indirectly, of 20% or more of the Bank's or the Company's outstanding securities except for any securities of the Bank purchased by the Company in connection with the conversion of the Company to the stock form and any securities purchased by the Bank's employee stock ownership plan and trust; or (b) individuals who constitute the Board on the Effective Date (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the Effective Date whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under the Incumbent Board; or (c) the plan of reorganization, merger, 7 consolidation, sale of all or substantially all of the assets of the Bank or the Company or similar transaction occurs in which the Bank or the Company is not the resulting entity; or (d) a proxy statement shall be distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or Company; or (e) a tender offer is made and completed for 20% or more of the voting securities of the Bank or Company then outstanding. (v) "Person" shall have the meaning ascribed to such term in Section 13(d) and 14(d) of the Exchange Act. (vi) "Termination Date" shall mean the date of receipt of the Notice of Termination described in Section 5b or any later date specified therein, as the case may be. (vii) "Termination following a Change of Control" shall mean either: (A) termination of Consultant's consulting services by the Company after a Change of Control but prior to October 17, 2005 for any reason other than: (1) Consultant's death or inability to render service to the Company due to continuous illness, injury or incapacity for a period of twelve consecutive months; or (2) for "cause" as set forth in Section 6(b) herein. (B) termination initiated by Consultant upon one or more of the following occurrences: (1) any failure of the Company to comply with and satisfy any of the material terms of this Agreement; (2) any requirement that Consultant undertake business travel (or commuting in excess of fifty miles each way) to an extent substantially greater than is reasonable and anticipated in the overall context of this Agreement; 8 (3) Consultant determines, in his sole discretion, after a period of at least six months following a Change of Control that his working relationship with the Company has adversely changed such that he is no longer capable of providing amicable and meaningful consulting services to the Company. (b) Notice of Termination. Any Termination following a Change in Control shall be communicated to the other party hereto in accordance with Section 7(g) hereof. For purposes of this Agreement, the notice shall state the reason for such termination and the effective date of such termination. (c) Severance Compensation Upon Termination Following a Change of Control. Subject to the provisions of Section 6(f), in the event of Consultant's Termination following a Change of Control, the Company shall pay to Consultant, within 15 days after the effective date of the termination (or as soon as possible thereafter in the event that the procedures set forth in Section 6(f) hereof cannot be completed within 15 days), an amount in cash equal to 2.99 times Consultant's Base Compensation as set forth in Article III Section 5(a)(ii) above in full satisfaction of any compensation and benefits otherwise due under Article I Sections 3 and 4 and Article II Section 2. (d) Other Payments: Stock Options and Stock. The payment due under Section 5(c) hereof shall be in addition to and not in lieu of any payments or benefits due to Consultant for his prior services as an employee of the Company under Article II, Sections 1 and 3. Further, all options to purchase shares of stock of the Company and all restrictions on shares of stock of the Company previously granted to Consultant shall become fully vested and not subject to any further conditions and such options shall be exercisable as provided in the respective Stock Option Plan(s), provided, however, that vesting and exercisability shall be subject to applicable regulatory requirements. (e) Enforcement. (i) In the event that Company shall fail or refuse to make payment of any amounts due Consultant under Sections 5(c) and (d) within the respective time periods provided therein, the Company shall pay to Consultant, in addition to the payment of any other sums provided in this Agreement, interest, compounded monthly, on any amount remaining unpaid from the date payment is required under Sections 9 5(c) and (d), as appropriate, until paid to Consultant, at the rate from time to time specified in The Wall Street Journal as the "prime rate" plus 2%, each change in such rate to take effect on the effective date of the change in such prime rate. (ii) It is the intent of the parties that Consultant not be required to incur any expenses associated with the enforcement of his rights under this Section 5 by arbitration, litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Consultant hereunder. Accordingly, the Company shall pay Consultant on demand the amount necessary to reimburse Consultant in full for all expenses (including all reasonable attorneys' fees and legal expenses) incurred by Consultant in enforcing any of the obligations of the Company under this Section 5 or any other obligation of the Company under this Agreement. (f) Certain Reductions in Payments. (i) If the aggregate payments or benefits to be made or afforded to Consultant pursuant to this Agreement (and any other plans, programs and arrangements maintained by the Company) (the "Termination Benefits") would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereto, such Termination Benefits shall be reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three times Consultant's "Base Amount", determined in accordance with Code Section 280G, so as to not trigger the loss of deduction provisions under Section 280G of the Internal Revenue Code and the excise tax provisions of Section 4999 of the Internal Revenue Code. The allocation of the reduction required hereby among the Termination Benefits shall be determined by Consultant. Notwithstanding the foregoing, if after application of the preceding sentences of this subsection (f), it is determined that the Consultant received an excess parachute payment despite the reduction of the Consultant's Termination Benefits, the excess of such Termination Benefits paid to the Consultant over 2.99 times the Consultant's "Base Amount", as defined in Section 280G of the Code, shall be treated as a loan to Consultant, and Consultant shall be required to repay such amount to the Bank or the Company, or the successor of the 10 Bank or the Company, within thirty days of the date of such determination, with interest at the prime rate plus two-percent as set forth from time to time in The Wall Street Journal. (ii) All determinations to be made under this Section 5 shall be made by the Company's independent public accountant (the "Accounting Firm") within 10 days following the date of Consultant's Termination following a Change of Control, which firm shall provide its determinations and any supporting calculations both to the Company and Consultant within 10 days of its determination date. Any such determination by the Accounting Firm shall be binding upon the Company and Consultant. Within five days after the Accounting Firm's determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of Consultant such amounts as are then due to Consultant under this Agreement. (iii) In the event that upon any audit of the Termination Benefits by the Internal Revenue Service, or by a state or local taxing authority, a change is finally determined to be required in the amount of excise taxes paid by Consultant, appropriate adjustments shall be made under this Agreement such that the net amount which is payable to Consultant after taking into account the provisions of Section 4999 of the Code shall reflect the intent of the parties as expressed in subsection (i) above, in the manner determined by the Accounting Firm. (iv) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsections (ii) and (iii) above shall be borne solely by the Company. 6. Termination. This Contract shall terminate upon the occurrence of any one of the following events: (a) Death. This Agreement shall terminate in the event of Consultant's death. In such event, the Company shall pay to Consultant's executors, legal representatives or administrators, as applicable, an amount equal to the lesser of Consultant's compensation payable through October 17, 2005, or Consultant's compensation, on a monthly basis, at the rate in effect at the time of Consultant's death for a period of one (1) year from the date of Consultant's death. In addition, (i) Consultant's estate shall be entitled to receive any other amounts earned, accrued or owing but not yet paid under Article I, Section 3 above and (ii) any other benefits in accordance with the terms of any applicable plans and 11 programs of the Company, and Consultant's spouse shall be entitled to the health coverage described in Section 2 until she attains age 65. Otherwise, the Company shall have no further liability or obligation under this Agreement to his executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through him. (b) Cause. The Company may terminate the Agreement at any time, for "cause" upon 30 days' written notice, in which event all payments under this Agreement shall cease, except for consulting payments earned by Consultant up to the date of termination, and any other vested benefits to which Consultant is entitled by applicable law, in accordance with the terms of any applicable plans and programs of the Company. For purposes of this Agreement, termination for cause shall include termination because of Consultant's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or material breach of any provision of this Agreement. For purposes of this Agreement, an act or omission on the part of Consultant shall be deemed "willful" only if it was not due primarily to an error in judgment or negligence and was done by Consultant not in good faith and without reasonable belief that the act or omission was in the best interests of the Company. 7. Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. (b) Entire Agreement/Amendments. Except for the Agreement and General Release described in Section 7(i) below, this Agreement contains the entire understanding of the parties hereto and renders null and void and of no force or effect any prior written or oral agreements between the parties, including but not limited to the Employment Agreement dated October 17, 2000. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. (c) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party's rights or deprive such party of 12 the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. (d) Severability. In the Event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected thereby. (e) Assignment. This Agreement shall not be assignable by the Consultant. (f) Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the parties. (g) Notice. For the purpose of this Agreement, notices and all other communications shall be in writing and shall be deemed to have been given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addressees set forth on the execution page of this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. (h) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. (i) Release. The parties hereto have contemporaneously entered into an Agreement and General Release attached hereto as Exhibit A the consideration for which, in part, is the consideration set forth in this Consulting Agreement. [REMAINDER OF PAGE INTENTIONALLY BLANK] 13 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the day and year first above written. Attest: WAYPOINT FINANCIAL CORP. 235 N. 2nd Street P.O. Box 1711 Harrisburg, PA 17105-1711 _____________________________ By: __________________________ Secretary David E. Zuern Title: President and CEO ROBERT W. PULLO ------------------------------ Robert W. Pullo 189 Tuscarora Drive York, PA 17403 14