THIS EMPLOYMENT AGREEMENT made this 27th day of June, 2008, by, between and among FIRST CHESTER COUNTY CORPORATION, a Pennsylvania business corporation, and THE FIRST NATIONAL BANK OF CHESTER COUNTY, a wholly-owned subsidiary of First Chester County Corporation and a national banking association with its principal offices located at 9 North High Street, West Chester, Pennsylvania (hereinafter individually referred to as “Corporation” and “Bank” respectively, and collectively referred to as “FNB”) and JOHN A. FEATHERMAN, III of West Chester, Pennsylvania (hereinafter referred to as “Featherman”).
Featherman is presently the Chairman of the Board of Directors and Chief Executive Officer of the Corporation and the Bank.
Featherman’s leadership skills and services have constituted a major factor in the successful growth and development of FNB.
FNB recognizes that Featherman’s contributions have been substantial and meritorious and, as such, Featherman has demonstrated unique qualifications to act in an executive capacity for FNB.
FNB desires to continue to employ and retain the experience and financial ability and services of Featherman as Chairman of the Board of Directors and Chief Executive Officer from the effective date hereof and to prevent any other business in competition with FNB from securing the benefit of his services, background and expertise in the banking business.
The terms, conditions and undertakings of this Agreement were submitted to and
NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated by reference, and intending to be legally bound hereby, the parties hereto agree as follows:
FNB hereby employs Featherman as Chairman of the Board and Chief Executive Officer of the Corporation and of the Bank, and Featherman hereby accepts such employment, under and subject to the terms and conditions set forth herein.
Subject to the provisions for termination of this Agreement provided herein, the term of this Agreement shall be for a period commencing January 1, 2008, and terminating December 31, 2010 (the “Term”). Thereafter, Featherman’s employment may be renewed for additional one year periods, with approval of the Boards of Directors of the Corporation and the Bank.
During the Term, FNB shall pay Featherman a salary (the “Compensation”) and provide Featherman with life, health and disability insurance coverage, retirement (qualified and nonqualified) benefits, vacations, bonuses, and other benefits (the “Benefits”), the amounts and nature of which shall be fixed by the Boards of Directors of the Corporation and the Bank from time to time and set forth on the attached Exhibit “A”; provided, however, that in no event shall Featherman’s Compensation be less than one hundred percent (100%) of the Compensation set forth on Exhibit “A” and in no event shall Featherman’s Benefits be less than or materially
(a) Position and Duties . Featherman shall be employed as the Chairman of the Board of Directors and Chief Executive Officer of the Corporation and of the Bank and, except as set forth in this Agreement, shall continue to serve as the Chairman of the Board of Directors and Chief Executive Officer of the Corporation and of the Bank throughout the entire Term. In no event shall Featherman be employed by the Corporation or the Bank during any calendar year subsequent to 2007 at a lower position or rank or with substantially diminished authority or responsibilities, and any such diminution in position or authority shall be considered a breach of this Agreement. Featherman shall diligently, efficiently and effectively perform such duties as shall be reasonably assigned to him, which shall consist of the general and active management of the business of FNB and such other duties of supervision and management as are generally vested in the office of Chief Executive Officer of a corporation or as are described in job descriptions reasonably established by the Board of Directors of the Corporation or the Bank for such offices. During the Term, Featherman shall devote substantially all of his time, attention, knowledge and skills to the business and interests of FNB. The foregoing sentence shall not be construed to prevent Featherman from making investments or participating in other non-competing businesses, enterprises or charitable or educational organizations, provided that he does not become engaged in any such activity to an extent which materially interferes with his ability to discharge his duties and responsibilities to FNB. Featherman shall at all times during the Term refrain from doing any act, disclosing any information or making any statements to any person other than officers of FNB which may result
(b) Office and Support . FNB shall provide Featherman with an office, secretarial assistance and such other facilities and support services as shall be suitable to Featherman’s position and responsibilities as set forth above and as may be necessary to enable Featherman to perform such duties effectively and efficiently.
(b) Location of Office . In connection with Featherman’s employment by the Corporation and the Bank, Featherman shall maintain his office at the principal executive offices of FNB located at 9 North High Street, West Chester, Pennsylvania, or at such other FNB office as the Board of Directors of the Corporation or the Bank may select within the immediate vicinity of West Chester, Pennsylvania .
(a) Death . If Featherman dies during his employment hereunder, his Compensation and Benefits hereunder shall terminate, and his bonus (if any) shall be prorated as of the last day of the third month after the month in which he dies.
(b) Disability . If Featherman shall become disabled (as determined by FNB’s insurance carrier or a physician of its choice) during the Term, then from and after the date upon which it is determined that Featherman became disabled and until such time as Featherman returns to the full time employment at FNB, he shall not receive his Compensation and Benefits, but shall only be entitled to receive disability benefits as are provided under the disability insurance or salary continuation policy covering Featherman which is maintained in
(c) For Cause . The Board of Directors of the Corporation or the Bank may terminate this Agreement at any time, if Featherman is convicted of a crime which is a felony or misdemeanor and that involves fraud, dishonesty or moral turpitude,or if he breaches any material provision of this Agreement or substantially fails to provide the services which are required of him under the terms of this Agreement. However, prior to terminating this Agreement by reason of Featherman’s failure to provide services hereunder or his breach of any provision of this Agreement, the Board of Directors of the Corporation or the Bank shall first give Featherman written notice specifically identifying the manner in which Featherman has breached the terms of this Agreement and the approximate date or dates on which such violations have occurred. Featherman shall have thirty (30) days from his receipt of such notice within which to cure or correct the effects of such breach and to report in writing to the Boards of Directors o