PATRIOT BANK CORP
EMPLOYMENT AGREEMENT KEVIN R. PYLE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>w47074ex10-2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT KEVIN R. PYLE
<TEXT>

<PAGE>   1
Exhibit 10.2

                                  PATRIOT BANK
                              EMPLOYMENT AGREEMENT

         This AGREEMENT, is made effective February 22, 2001, by and among
Patriot Bank (the "Bank"), a state chartered commercial bank, with its principal
administration office at High and Hanover Streets, Pottstown, Pennsylvania, and
Kevin R. Pyle ("Executive").

         WHEREAS, the Bank wishes to assure itself of the services of Executive
for the period provided in this Agreement;

         WHEREAS, Executive is willing to serve in the employ of the Bank on a
full-time basis for said period;

         WHEREAS, the Bank and Executive are entering into a stock option
agreement contemporaneously with the execution of this Agreement ("the Stock
Option Agreement") which provides Executive with valuable benefits;

         NOW, THEREFORE, in consideration of the Stock Option Agreement and the
mutual covenants herein contained, and upon the other terms and conditions
hereinafter provided, the parties hereby agree as follows:

1.       POSITION AND RESPONSIBILITIES.
<PAGE>   2
During the period of his employment hereunder, Executive agrees to serve as
Executive Vice President and Chief Lending Officer. Executive shall render
administrative and management services to the Bank such as are customarily
performed by persons situated in a similar executive capacity. During said
period, Executive also agrees to serve, if elected as an officer of the Holding
Company or any subsidiary of the Bank.

2.       TERMS AND DUTIES.

                  (a) The period of Executive's employment under this Agreement
shall be deemed to have commenced as of the date first above written and shall
continue for a period of thirty-six (36) full calendar months thereafter
("term"). Commencing on the first anniversary date of this Agreement and
continuing on each anniversary thereafter, the disinterested members of the
board of directors of the Bank ("Board") may extend the Agreement for an
additional year such that the remaining term of the Agreement shall be three (3)
years unless the Executive elects not to extend the term of this Agreement by
giving written notice in accordance with Section 8 of this Agreement. The Board
will review the Agreement and Executive's performance annually for the purposes
of determining whether to renew the Agreement and the rationale and results
thereof shall be included in the minutes of the Board's meeting. The Board shall
give notice to the Executive as soon as possible after such review as to whether
the Agreement is to be extended; however, if Executive has not received a Notice
of Termination from the Board, pursuant to Section 8 hereof, at least thirty
(30) days prior to the end of the annual anniversary date of the Agreement, this
Agreement is deemed to be extended for an additional twelve (12) months.

                  (b) During the period of Executive's employment hereunder,
except for periods of absence occasioned by illness, reasonable vacation
periods, and reasonable leaves of absence, Executive shall devote substantially
all his business time, attention, skill, and efforts to the faithful performance
of his duties hereunder including activities and services related to the
organization, operations and management of the Bank in participation in
community and civic organizations; provided, however, that, during his business
time and with approval of the Board, as evidenced by a resolution of such Board,
from time to time, Executive may serve, or continue to serve, on the boards of
directors of, and hold any other offices or positions in, companies or
organizations, which in such Board's judgment will not present any conflict of
interest with the Bank, or materially affect the performance of Executive's
duties pursuant to this Agreement.

                  (c) Notwithstanding anything herein to the contrary,
Executive's employment with the Bank may be terminated by the Bank or the
Executive during the term of this Agreement, subject to the terms and conditions
of this Agreement.

3.       COMPENSATION AND REIMBURSEMENT.

                  (a) The Bank shall pay Executive as compensation a salary of
One Hundred Fifty-Five Thousand ($155,000) per year ("Base Salary"). Base Salary
shall include any amounts of compensation deferred by Executive under any
qualified or unqualified plan maintained by the Bank. Such Base Salary shall be
payable bi-weekly. During the period of this Agreement, Executive's Base Salary
shall be reviewed at least annually; the first such review will be made no later
than one year from the date of this Agreement. Such review shall be conducted by
the Board or by a Committee of the Board, delegated such responsibility by the
Board. The Committee or the Board may increase Executive's Base Salary. Any
increase in Base Salary shall become the "Base Salary" for purposes of this
Agreement. In addition to the Base Salary provided in this Section 3(a), the
Bank shall also provide Executive, at no premium cost to Executive, with all
such other benefits as are provided uniformly to permanent full-time employees
of the Bank, or provided uniformly to senior executives and key management
employees only.

                  (b) The Executive shall be entitled to participate in or
receive benefits under any employee benefit plans including but not limited to,
retirement plans, supplemental retirement plans, pension plans, profit-sharing
plans, employee stock ownership plans, stock options, MRP awards, health and
accident plans, medical coverage or any other employee benefit plan or
arrangement made available by the Bank in the future to its senior executives
and key management employees, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans and arrangements.
Executive shall be entitled to incentive compensation and bonuses as provided in
any plan of the Bank in which Executive is eligible to participate. Nothing paid
to the
<PAGE>   3
Executive under any such plan or arrangement will be deemed to be in lieu of
other compensation to which the Executive is entitled under this Agreement, nor
will it be deemed to be paid in satisfaction of the Base Salary.

                  (c) In addition to the Base Salary provided for by Paragraph
(a) of this Section 3 and other compensation provided for by Paragraph (b) of
this Section 3, the Bank shall pay or reimburse Executive for all reasonable
travel and other reasonable expenses incurred by Executive performing his
obligations under this Agreement and may provide such additional compensation in
such form and such amounts as the Board may from time to time determine. The
Executive shall be provided, at his option, with an automobile expense allowance
or the use of a recent model automobile which will be owned or leased by the
Bank, as may be mutually agreed by the Executive and the Bank. All reasonable
expenses associated therewith shall be borne by the Bank. The Bank shall pay or
reimburse Executive for all costs associated with memberships at Reading Country
Club and Brookside Country Club.

                  (d) In addition to the Base Salary and other compensation and
reimbursement set forth in paragraphs (a), (b) and (c) of this Section 3,
Executive shall be paid an annual bonus determined by Executive's achievement of
specific goals set forth by the Board of Directors tied to financial production
and presented to Executive no later than March 31 of such year.

4.       PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

                  (a) Upon the occurrence of an Event of Termination (as herein
defined) during the Executive's term of employment under this Agreement, the
provisions of this Section shall apply. As used in the Agreement, an "Event of
Termination" shall mean and include any one or more of the following: (i) the
termination by the Bank or the Holding Company of Executive's full-time
employment hereunder for any reason other than a termination governed by Section
5(a) hereof, or Termination for Cause, as defined in Section 7; (ii) Executive's
resignation from the Bank's employ upon any (A) failure to elect or reelect or
to appoint or reappoint Executive as Executive Vice President and Chief Lending
Officer, unless consented to by the Executive, (B) a material change in
Executive's function, duties or responsibilities, which change would cause
Executive's position to become one of lesser responsibility, importance or scope
from the position and attributes thereof described in Section 1 above, unless
consented to by Executive, (C) a relocation of Executive's principal place of
employment by more than 20 miles from its location at the effective date of this
Agreement, unless consented to by the Executive, (D) a material reduction in the
benefits and perquisites to the Executive from those being provided as of the
effective date of this Agreement, unless consented to by the Executive, (E) a
liquidation or dissolution of the Bank or the Holding Company, (F) breach of
this Agreement by the Bank; or (iii) the failure or refusal of the Bank and/or
Holding Company to extend this Agreement pursuant to Section 2(a) above. Upon
the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F)
above, Executive shall have the right to elect to terminate his employment under
this Agreement by resignation upon not less than sixty (60) days prior written
notice given within six (6) full months after the event giving rise to said
right to elect.

                  (b) Upon an Event of Termination, Executive shall be entitled
to the benefits provided in Section 5(c) and (d) below, and such benefits shall
not be reduced in the event that Executive obtains other employment following
termination of his employment hereunder.

5.       CHANGE IN CONTROL.

                  (a) No benefit shall be payable under this Section 5 unless
there shall have been Change of Control of the Bank or Patriot Bank Corp. (the
"Holding Company"). For purposes of this Agreement, a "Change of Control" of the
Bank or Holding Company 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 date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (ii)
results in a Change of Control of the Bank or the Holding Company within the
meaning of the Change in Bank Control Act and the Rules and Regulations
promulgated by the Federal Deposit Insurance Corporation ("FDIC") at 12 C.F.R.
Section 303.4(a) with respect to the Bank and the Board of Governors of the
Federal Reserve System ("FRB") at 12 C.F.R. Section 225.41(b) with respect to
the Holding Company, as in effect on the date hereof; or (iii) results in a
transaction requiring prior FRB approval under the Bank Holding Company Act of
1956 and the regulations promulgated thereunder by the
<PAGE>   4
FRB at 12 C.F.R. Section 225.11, as in effect on the date hereof except for the
Holding Company's acquisition of the Bank; or (iv) without limitation such a
Change of Control shall be deemed to have occurred at such time as (A) any
"person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of voting securities of the Bank or the
Holding Company representing 20% or more of the Bank's or the Holding Company's
outstanding voting securities or right to acquire such securities except for any
voting securities of the Bank purchased by the Holding Company and any voting
securities purchased by any employee benefit plan of the Bank or the Holding
Company, or (B) individuals who constitute the Board on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof 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 Holding Company's stockholders was approved by the same Nominating Committee
serving under an Incumbent Board, shall be, for purposes of this clause (B),
considered as though she were a member of the Incumbent Board, (C) a plan of
reorganization, merger, consolidation, sale of all or substantially all of the
assets of the Bank or the Holding Company or similar transaction occurs in which
the Bank or Holding Company is not the resulting entity; provided, however, that
such an event listed above will be deemed to have occurred or to have been
effectuated upon the receipt of all required regulatory approvals not including
the lapse of any statutory waiting periods, (D) a proxy statement shall be
distributed soliciting proxies from shareholders of the Holding Company, by
someone other than the current management of the Holding Company, seeking
stockholder approval of a plan of reorganization, merger, or consolidation of
the Holding Company or Bank or similar transaction with one or more corporations
as a result of which the outstanding shares of the class of securities than
subject to the plan or transaction are exchanged for or converted into cash or
property or securities not issued by the Bank or the Holding Company, or (E) a
tender offer is made for 20% or more of the voting securities of the Bank or the
Holding Company.

                  (b) If a Change of Control has occurred pursuant to Section
5(a) or the Board has determined that a Change of Control has occurred,
Executive shall be entitled to the benefits provided in paragraphs (c) and (d)
of this Section 5 upon his subsequent termination of employment at any time
during the term of this Agreement due to: (1) Executive's dismissal, (2)
Executive's voluntary resignation following any occurrence, under the control of
the Bank's or Holding Company's successor in control, set forth in Section
4(a)(ii)(A) through (F) or 4(a)(iii), unless such termination is because of
Executive's Termination for Cause.

                  (c) Upon Executive's entitlement to benefits pursuant to
Section 5(b), the Bank shall pay Executive, or in the event of his subsequent
death, his beneficiary or beneficiaries, or his estate, as the case may be, a
sum equal to the greater of: (1) the payments due for the remaining term of the
Agreement; or three (3) times Executive's average annual compensation for the
five (5) most recent full taxable years that Executive shall have been employed
by the Bank or such lesser number of full calendar years in the event that
Executive shall have been employed by the Bank for less than five (5) full
calendar years. Such average annual compensation shall include Base Salary,
commissions, bonuses, contributions on Executive's behalf to any pension plan,
profit sharing plan, and/or employee stock ownership plans, severance payments,
retirement payments, director or committee fees, automobile expenses, country
club expenses, fringe benefits paid or to be paid to the Executive in any such
year and payment of any expense items without accountability or business
purposes or that do not meet the Internal Revenue Service requirements for
deductibility by the Bank. At the election of the Executive, which election is
to be made prior to a Change in Control or within 30 days of the event giving
rise to the right to receive such payment, such payments shall be made in a lump
sum as of the Executive's Date of Termination. In the event that no election is
made, payment to the Executive will be made in approximately equal installments
on a monthly basis over a period of thirty-six (36) months following the
Executive's termination. Such payments shall not be reduced in the event
Executive obtains other employment following termination of employment.

                  (d) Upon the Executive's entitlement to benefits pursuant to
Section 5(b), the Bank will cause to be continued life, medical, dental and
disability coverage substantially identical to the coverage maintained by the
Bank for Executive prior to his severance at no premium cost to the Executive,
except to the extent that such coverage may be changed in its application for
all Bank employees on a non-discriminatory basis. Such coverage and payments
shall cease upon the expiration of thirty-six (36) months following the Date of
Termination.

6.       CHANGE OF CONTROL RELATED PROVISIONS.
<PAGE>   5
Notwithstanding the provisions of Section 5, in no event shall the aggregate
payments or benefits to be made or afforded to Executive under said paragraphs
(the "Termination Benefits") constitute an "excess parachute payment" under
Section 280G of the Code or any successor thereto, and in order to avoid such a
result, Termination Benefits will be reduced, if necessary, to an amount (the
"Non-Triggering Amount") the value of which is One Dollar ($1.00) less than an
amount equal to three (3) times Executive's "base amount," as determined in
accordance with said section 280G. The allocation of the reduction required
hereby among the Termination Benefits provided by Section 5 shall be determined
by Executive.

7.       TERMINATION FOR CAUSE.

                  (a) The term "Termination for Cause" shall mean termination
because of Executive's personal dishonesty, incompetence, willful misconduct,
any 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. Notwithstanding the
foregoing, Executive shall not be deemed to have been Terminated for Cause
unless and until there shall have been delivered to him a Notice of Termination
which shall include a copy of the resolution duly adopted by the affirmative
vote of not less than a majority of the members of the Board at a meeting of the
Board called and held for that purpose (after reasonable notice to Executive and
an opportunity for him, together with counsel, to be heard before the Board),
finding that in the good-faith opinion of the Board, Executive was guilty of
conduct justifying Termination for Cause and specifying the particulars thereof
in detail. Except as provided in Section 7(b) hereof, Executive shall not have
the right to receive compensation or other benefits for any period after the
Date of Termination. During the period beginning on the date of the Notice of
Termination for Cause pursuant to Section 8 hereof through the Date of
Termination, any stock options and related limited rights granted to Executive
under any stock option plan shall not be exercisable nor shall any unvested
awards granted to Executive under any stock benefit plan of the Bank, the
Holding Company or any subsidiary, or affiliate thereof, vest. At the Date of
Termination, such stock options and related limited rights and any such unvested
awards shall become null and void and shall not be exercisable by or delivered
to Executive at any time subsequent to such Termination for Cause.

                  (b) If, within thirty (30) days after Notice of Termination
for Cause is received by Executive, the Executive notifies the Bank that a
dispute exists concerning the termination ("Notice of Dispute"), the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties, by a binding arbitration award, or
by a final judgment, order or decree of a court of competent jurisdiction (the
time for appeal therefrom having expired and no appeal having been perfected)
and provided further that the Date of Termination shall be extended by a Notice
of Dispute only if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable diligence. In the
event the Executive pursues resolution of such dispute through arbitration in
accordance with the rules of the American Arbitration Association then in
effect, the Bank will continue to pay Executive his Base Salary in effect when
the Notice of Dispute notice giving rise to the dispute was given until the
earlier of: (1) the resolution of the dispute pursuant to arbitration in
accordance with this Agreement, or (2) six (6) months from the Date of
Termination as specified in the Notice of Termination for Cause.

8.       NOTICE.

                  (a) Any purported termination by the Bank or by Executive
shall be communicated by Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a written
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the
provision so indicated.

                  (b) "Date of Termination" shall mean the date specified in the
Notice of Termination (which, in the case of Termination for Cause, shall not be
less than thirty (30) days from the date such Notice of Termination is given).

                  (c) If, within the thirty (30) days after any Notice of
Termination is given, the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination, the Date of
Termination
<PAGE>   6
shall be the date on which the dispute is finally determined, either by mutual
written agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent jurisdiction (the time for
appeal therefrom having expired and no appeal having been perfected) and
provided further that the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, in the event the Executive is
terminated for reasons other than Termination for Cause, which shall be governed
by Section 7 of this Agreement, the Bank will continue to pay Executive his Base
Salary in effect when the notice giving rise to the dispute was given until the
earlier of: (1) the resolution of the dispute in accordance with this Agreement
or (2) the expiration of the remaining term of this Agreement as determined as
of the Date of Termination. Amounts paid under this Section are in addition to
all other amounts due under this Agreement and shall not be offset against or
reduce any other amounts due under this Agreement.

9.       POST-TERMINATION OBLIGATIONS.

All payments and benefits to Executive under this Agreement shall be subject to
Executive's compliance with this section 9 or one (1) full year after the
earlier of the expiration of this Agreement or termination of Executive's
employment with the Bank. Executive shall, upon reasonable notice, furnish such
information and assistance to the Bank as may reasonably be required by the Bank
in connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become, a party.

10.      NON DISCLOSURE OF BANK BUSINESS.

                  (a) Upon resignation of Executive (other than Executive's
voluntary resignation as defined in Section 5 (b)(2)) or any Event of
Termination pursuant to Section 4 of this Agreement, Executive agrees not to
compete with the Bank for a period of one (1) year following such resignation or
Event of Termination in any county in which the Executive's normal business
office is located and the Bank has an office or has filed an application for
regulatory approval to establish an office, determined as of the effective date
of such resignation or Event of Termination, except as agreed to pursuant to a
resolution duly adopted by the Board. Executive agrees that during such period
and within said counties, Executive shall not work for or advise, consult or
otherwise serve with, directly or indirectly, any entity whose business
materially competes with the depository, lending or other business activities of
the Bank. The parties hereto, recognizing that irreparable injury will result to
the Bank, its business and property in the event of Executive's breach of this
Subsection 10(a), agree that in the event of any such breach by Executive, the
Bank will be entitled, in addition to any other remedies and damages available,
to an injunction to restrain the violation hereof by Executive, Executive's
partners, agents, servants, employees and all persons acting for or under the
direction of Executive. Executive represents and admits that Executive's
experience and capabilities are such that Executive can obtain employment in a
business engaged in other lines and/or of a different nature than the Bank, and
that the enforcement of a remedy by way of injunction will not prevent Executive
from earning a livelihood. Nothing herein will be construed as prohibiting the
Bank from pursuing any other remedies available to the Bank for such breach or
threatened breach, including the recovery of damages from Executive. Executive
will not be bound by the provisions of this subsection 10(a) if Patriot fails to
provide benefits and payments to which Executive is entitled (if any) under
Section 5.

                  (b) Executive recognizes and acknowledges that the knowledge
of the business activities and plans for business activities of the Bank and
affiliates thereof, as it may exist from time to time, is a valuable, special
and unique asset of the business of the Bank. Executive will not, during or
after the term of his employment, disclose any knowledge of the past, present,
planned or considered business activities of the Bank or affiliates thereof to
any person, firm, corporation, or other entity for any reason or purpose
whatsoever. Notwithstanding the foregoing, Executive may disclose any knowledge
of banking, financial and/or economic principals, concepts or ideas which are
not solely and exclusively derived from the business plans and activities of the
Bank. Further, Executive may disclose information regarding the business
activities of the Bank to the OTS and the Federal Deposit Insurance Corporation
("FDIC") pursuant to a formal regulatory request. In the event of a breach or
threatened breach by Executive of the provisions of this Section, the Bank will
be entitled to an injunction restraining Executive from disclosing, in whole or
in part, the knowledge of the past, present, planned or considered business
activities of the Bank or affiliates thereof, or from rendering any services to
any
<PAGE>   7
person, firm, corporation, other entity to whom such knowledge, in whole or in
part, has been disclosed or is threatened to be disclosed. Nothing herein will
be construed as prohibiting the Bank from pursuing any other remedies available
to the Bank for such breach or threatened breach, including the recovery of
damages from Executive.

11.      SOURCE OF PAYMENTS.

All payments provided in this Agreement shall be timely paid in cash or check
from the general funds of the Bank.

12.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

This Agreement contains the entire understanding between the parties hereto and
supersedes any prior employment agreement between the Bank or any predecessor of
the Bank and Executive, except that this Agreement shall not affect or operate
to reduce any benefit or compensation inuring to the Executive of a kind
elsewhere provided. No provision of this Agreement shall be interpreted to mean
that Executive is subject to receiving fewer benefits than those available to
him without reference to this Agreement.

13.      NO ATTACHMENT.

                  (a) Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge pledge, or hypothecation, or to execution,
attachment, levy or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.

                  (b) This Agreement shall be binding upon, and inure to the
benefit of, Executive and the Bank and their respective successors and assigns.

14.      MODIFICATION AND WAIVER.

                  (a) This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto.

                  (b) No terms or condition of this Agreement shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future as to any act other
than that specifically waived.

15.      LIMITATION ON PAYMENTS.

Any payments made to Executive pursuant to this Agreement, or otherwise, are
subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and 12
C.F.R. Section 545.121 and any rules and regulations promulgated thereunder.

16.      SEVERABILITY.

If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall to the full extent consistent with
law continue in full force and effect.

17.      HEADINGS FOR REFERENCE ONLY.
<PAGE>   8
The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.

18.      GOVERNING LAW.

The validity, interpretation, performance and enforcement of this Agreement
shall be governed by the laws of the Commonwealth of Pennsylvania, but only to
the extent not superseded by federal law.

19.      ARBITRATION.

Any dispute or controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration, conducted before a panel of three
arbitrators sitting in a location selected by Executive within fifty (50) miles
from the location of the Bank, in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, however, that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

In the event any dispute or controversy arising under or in connection with
Executive's termination is resolved in favor of Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled to the payment of all
back-pay, including salary, bonuses and any other cash compensation, fringe
benefits and any compensation and benefits due Executive under this Agreement.

20.      PAYMENT OF COSTS AND LEGAL FEES.

All reasonable costs and legal fees paid or incurred by Executive pursuant to
any dispute or question of interpretation relating to this Agreement shall be
paid or reimbursed by the Bank if Executive is successful on the merits pursuant
to a legal judgment, arbitration or settlement.
<PAGE>   9
21.      INDEMNIFICATION.

The Bank shall provide Executive (including his heirs, executives or
administrators) with coverage under a standard directors' and officers'
liability insurance policy at its expense, or in lieu thereof, shall indemnify
Executive (and his heirs, executors and administrators) to the fullest extent
under Pennsylvania law against all expenses and liabilities reasonably incurred
by him in connection with or arising out of any action, suit or proceeding in
which he may be involved by reason of his having been a director or officer of
the Bank (whether or not he continues to be a director or officer at the time of
incurring such expenses or liabilities), such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.

22.      SUCCESSOR TO THE BANK.

The Bank shall require any successor or assignee, whether direct or indirect, by
purchase, merger, consolidation or otherwise, to all or substantially all the
business or assets of the Bank, expressly and unconditionally to assume and
agree to perform the Bank's obligations under this Agreement, in the same manner
and to the same extent that the Bank would be required to perform if no such
successor assignment had taken place.

                                   SIGNATURES

         IN WITNESS WHEREOF, Patriot Bank has caused this Agreement to be
executed and its seal to be affixed hereunto by its duly authorized officers and
directors, and Executive has signed this Agreement on the 22 day of February,
2001.


ATTEST:                                  PATRIOT BANK

/s/ Vickie Godshall                      By:  /s/ James B. Elliott
---------------------------------           ------------------------------------
Secretary                                     James B. Elliott


          [SEAL]

WITNESS:

/s/ Jean Rothermel                            /s/ Kevin R. Pyle
---------------------------------           ------------------------------------
                                              Kevin R. Pyle
</TEXT>
</DOCUMENT>
