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Exhibit 10a
AMENDED AND RESTATED CHANGE OF CONTROL
AGREEMENT
FOR
BRUCE E. MORONEY
THIS AMENDED AND RESTATED CHANGE OF CONTROL
AGREEMENT (this "Agreement"), made as of December 20, 2006, is by
and among DNB FINANCIAL CORPORATION ("Holding Company"), DNB FIRST,
NATIONAL ASSOCIATION (formerly known as Downingtown National Bank),
a national banking association with principal offices at 4
Brandywine Avenue, Downingtown, PA 19335 ("Bank") (Holding Company
and Bank are sometimes referred to individually and collectively
herein as the "Company") and ________________ an
individual ("Executive").
Background
A. On May 5, 1998 Company and Executive entered
into an agreement pursuant to which Company wishes to secure the
future services of Executive by providing Executive the severance
payments provided in this Agreement as additional incentive to
induce Executive to devote Executive's time and attention to the
interests and affairs of the Company (the "Agreement").
B. Company and Executive wish to amend and
restate the Agreement upon the terms and conditions herein set
forth.
C. The Boards of Directors of the Holding Company
and the Bank have each approved this Agreement and it is intended
to be maintained as part of the official records of the Holding
Company and the Bank.
NOW THEREFORE, in consideration of the mutual
promises and agreements set forth herein, and intending to be
legally bound hereby, the parties agree to amend the Agreement so
that it shall provide in full as follows (as so amended and
restated, hereafter the "Agreement"):
1. Employment . Except strictly to such
extent (if any) as may be provided in another agreement between
Holding Company or Bank and Executive, Executive shall remain an
employee at will of the Company hereafter. This Agreement is not an
employment agreement, but shall only be interpreted as governing
the payment of severance which may be due to Executive upon
termination of Executive's employment with Company under the
specific circumstances described in this Agreement. No provision of
this Agreement shall be interpreted to derogate from the power of
the Company or its Board of Directors to terminate the employment
of the Executive, subject nevertheless to the terms of this
Agreement.
2. Compensation . The compensation to be
paid by Company to Executive from time to time, including any
fringe benefits or other employee benefits, shall not be governed
by this Agreement. This Agreement shall not be deemed to affect the
terms of any stock options, employee benefits or other agreements
between the Company and Executive.
3. Severance Payments upon Termination of
Employment After a "Change in Control" . This Agreement does
not govern any termination of Executive's employment with Company
which occurs prior to a "change in control" as defined in
subsection (e) of this Section. No inference shall be drawn from
any provision of this Section concerning the rights and obligations
of the parties in connection with a termination of Executive's
employment prior to such a "change in control".
(a) Termination by Company for Cause or Not
for Cause . If Executive's employment is terminated by Company
for "cause" (as defined in subsection (c) of this Section) at any
time, or with or without "cause" prior to a "change in control",
Executive shall have no right to any severance or other payments
under this Agreement due to such termination. If Executive is
terminated by Company or Holding Company after a "change in
control" (as defined in subsection (e) of this Section) other than
for "cause", Executive's right to severance payments under this
Agreement shall be as set forth in subsection (f) of this Section.
A termination by Company of Executive's employment with Bank only
or Holding Company only shall be deemed a termination for purposes
of this Agreement, and Executive's right to severance payments (if
any) hereunder, shall be determined as if such termination were a
termination from employment with Company entirely.
(b) Termination by Executive for Good Reason
or Not for Good Reason . If Executive terminates Executive's
employment with Holding Company and Bank prior to a change in
control, or without "good reason" (as defined in subsection (d) of
this Section) at any time, Executive shall have no right to any
severance or other payments under this Agreement due to such
termination. If Executive terminates Executive's employment with
Holding Company and Bank for "good reason" after a "change in
control" (as defined in subsection (e) of this Section),
Executive's right to severance payments under this Agreement shall
be as set forth in subsection (f) of this Section.
(c) Definition of "Cause" . For the
purpose of this Agreement, termination for "cause" shall mean
termination for personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit,
conviction of a felony, suspension or removal from office or
prohibition from participation in the conduct of Holding Company's
or Bank's affairs pursuant to a notice or other action by any
Regulatory Agency, or willful violation of any law, rule or
regulation or final cease-and-desist order which in the reasonable
judgment of the Board of Directors of the Company will probably
cause substantial economic damages to the Company, willful or
intentional breach or neglect by Executive of his duties, or
material breach of any material provision of this Agreement. For
purposes of this paragraph, no act, or failure to act on
Executive's part shall be considered "willful" unless done, or
omitted to be done, by him without good faith and without
reasonable belief that this action or omission was in the best
interest of Company; provided that any act or omission to act by
Executive in reliance upon an approving opinion of counsel to the
Company or counsel to the Executive shall not be deemed to be
willful. The terms "incompetence" and "misconduct" shall be defined
with reference to standards generally prevailing in the banking
industry. In determining incompetence and misconduct, Company shall
have the burden of proof with regard to the acts or omission of
Executive and the standards prevailing in the banking
industry.
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(d) Definition of "Good Reason" . For
purposes of this Agreement, Executive shall have "good reason" for
terminating his employment with Holding Company and Bank if
Executive terminates such employment within two (2) years after the
occurrence of any one or more of the following events (a
"Triggering Event") without Executive's express written consent,
but only if the Triggering Event occurs within two (2) years after
a "change in control" (as defined in subsection (e) of this
Section) of Bank or Holding Company: (i) the assignment to
Executive of any duties inconsistent with Executive's positions,
duties, responsibilities, titles or offices with Bank or Holding
Company as in effect immediately prior to a change in control of
Bank or Holding Company, (ii) any removal of Executive from, or any
failure to re-elect Executive to, any of such positions, except in
connection with a termination or suspension of employment for
cause, disability, death or retirement, (iii) a reduction by
Holding Company or Bank in Executive's base annual salary, bonus
and/or benefits as in effect immediately prior to a change in
control or as the same may be increased from time to time
thereafter, or the failure to grant periodic increases in the
Executive's base annual salary on a basis at least substantially
comparable to the lowest periodic increase granted to other
officers of the Company having the title of senior vice president
or above, or (iv) any purported termination of Executive's
employment with Bank or Holding Company when "cause" (as defined in
this Agreement) for such termination does not exist, or (v) a
relocation of Executive’s workplace outside of Chester
County.
(e) Definition of "Change in Control" .
For purposes of this Agreement, a "change in control" of Company or
Bank shall mean any one or more of the following:
(1) a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934 (the "Exchange Act")(or any successor provision) as it may be
amended from time to time;
(2) any "persons" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act in
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