EXECUTIVE
EMPLOYMENT AGREEMENT
FIRST CHESTER COUNTY CORPORATION
THE FIRST NATIONAL BANK OF CHESTER
COUNTY
and
KEVIN C. QUINN
TABLE OF CONTENTS
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1.
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Employment
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2
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2.
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Term
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2
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3.
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Compensation
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2
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4.
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Position and
Responsibilities
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3
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5.
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Termination
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4
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6.
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Indemnification
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8
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7.
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Expenses and Automobile
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8
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8.
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Restrictive Covenant
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9
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9.
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Binding Effect
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10
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10.
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Notice
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11
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11.
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Waiver of Breach
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11
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12.
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Vested Benefits
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11
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13.
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Savings Clause
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11
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14.
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Governing Law
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12
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15.
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Entire Agreement; Modification
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12
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EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT made this 27th day of June, 2008, by and between 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 KEVIN C. QUINN, of West Chester, Pennsylvania (hereinafter
referred to as “Quinn”).
Quinn is the
President of the Corporation and the Bank and a member of the
Boards of Directors of the Corporation and the Bank and has served
as Executive Vice President, Financial Management Services Division
of the Corporation continuously since January 1, 1998 and has
served as an executive employee of the Bank continuously since
November 7, 1983; and Quinn’s leadership skills
and services have constituted a major factor in the successful
growth and development of FNB.
FNB desires to
employ and retain the experience and financial ability and services
of Quinn as President 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
duly approved and authorized by the Boards of Directors of both the
Corporation and the Bank at separate meetings.
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 Quinn as the
President of the Corporation and the Bank, and Quinn hereby accepts
such employment, under and subject to the terms and conditions
hereinafter set forth.
Subject to the provisions for
termination of this Agreement provided in Paragraph 6 hereof, the
term of this Agreement shall be for a period of three (3) years,
commencing January 1, 2008, and terminating December 31, 2010 (the
“Term”). On January 1, 2009 and on each succeeding
January 1, the Term shall be extended automatically for one year,
unless either of the following two conditions is met: (a) FNB or
Quinn give written termination notice pursuant to Section 5 hereof,
or (b) FNB or Quinn agree to a mutually acceptable date on which to
terminate this Agreement.
During the Term of this
Agreement, FNB shall pay Quinn a salary (hereinafter referred to as
“Compensation”) and provide Quinn with life, health and
disability insurance coverage, retirement (qualified and
nonqualified) benefits, vacations, bonuses, and other benefits
(hereinafter collectively referred to as 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
Quinn’s Compensation be less than one hundred percent (100%)
of the Compensation set forth on Exhibit “A”, and in
no
event shall Quinn’s
Benefits be less than or materially different from the Benefits he
is to receive as of the date of this Agreement.
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4.
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Position and
Responsibilities
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(a)
Position and Duties . Quinn shall be employed as the
President of the Corporation and the Bank, and, except as set forth
in Section 5 hereof, shall continue to serve as the President of
the Corporation and the Bank throughout the entire Term. In no
event shall Quinn be employed by the Corporation or the Bank during
any calendar year subsequent to 2007 at a lower position or rank
and any such diminution in position or authority shall be
considered a breach of this Agreement. Quinn shall devote his full
time and efforts solely to the business of FNB and shall
diligently, efficiently and effectively perform such duties as
shall be 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
President of a corporation or as are set forth in job descriptions
established by the Boards of Directors of the Corporation and/or
the Bank for such offices. Quinn shall at all times during the Term
of this Agreement refrain from doing any act, disclosing any
information or making any statements to any person other than
officers of FNB which may result in the disclosure of confidential
information or adversely affect the good reputation of FNB in the
community or which might adversely affect the professional or
business relationship between FNB and any business, depositor,
borrower or any other person with whom FNB is doing business or is
contemplating doing business.
(b)
Office and Support . FNB shall provide Quinn with an office,
secretarial assistance and such other facilities and support
services as shall be suitable to Quinn’s position and
responsibilities as set forth above and as may be necessary to
enable Quinn to
perform such duties effectively
and efficiently.
(c)
Location of Office . In connection with Quinn’s
employment by the Corporation and the Bank, Quinn shall maintain
his office at the principal executive offices of FNB located at 9
North High Street, West Chester, Pennsylvania, or at such other
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 Quinn 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 Quinn 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 Quinn became disabled and until such time as Quinn
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 and/or salary continuation policy covering Quinn which is
maintained in force by FNB at the time such disability occurs. FNB
shall maintain a disability insurance policy or salary continuation
policy covering Quinn during the entire Term, and FNB shall not
cause or suffer any termination, lapse, suspension or modification
of any of such policies or any reductions in the amounts of
coverage provided thereunder without first giving Quinn at least
thirty (30) days prior written notice thereof.
(c)
For Cause . The Board of Directors of the Corporation or the
Bank may terminate this Agreement at any time if Quinn 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 Quinn’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 Quinn
written notice specifically identifying the manner in which Quinn
has breached the terms of this Agreement and the approximate date
or dates on which such violations have occurred. Quinn 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 of the Corporation and the Bank all
steps which he has taken to cure such breach. If Quinn shall not
have corrected or cured such breach or diligently taken all steps
which are necessary to do so within the aforesaid thirty (30) day
period, the Board of Directors of the Corporation or the Bank may
terminate this Agreem