Back to top

EXECUTIVE EMPLOYMENT AGREEMENT

Employee Retention Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: American Home Bank, National Association | FIRST CHESTER COUNTY CORPORATION | FIRST NATIONAL BANK OF CHESTER COUNTY You are currently viewing:
This Employee Retention Agreement involves

American Home Bank, National Association | FIRST CHESTER COUNTY CORPORATION | FIRST NATIONAL BANK OF CHESTER COUNTY

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Pennsylvania     Date: 9/19/2008
Industry: Regional Banks     Law Firm: Saul Ewing     Sector: Financial

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: american home bank  national association , first chester county corporation , first national bank of chester county
50 of the Top 250 law firms use our Products every day

EXHIBIT 10.1

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

FIRST CHESTER COUNTY CORPORATION

 

THE FIRST NATIONAL BANK OF CHESTER COUNTY

 

and

 

JAMES M. DEITCH

 



 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

1.

Employment

2

 

 

 

2.

Term

2

 

 

 

3.

Compensation

2

 

 

 

4.

Position and Responsibilities

3

 

 

 

5.

Termination

4

 

 

 

6.

Indemnification

9

 

 

 

7.

Expenses and Automobile

9

 

 

 

8.

Restrictive Covenant

10

 

 

 

9.

Binding Effect

12

 

 

 

10.

Notice

12

 

 

 

11.

Waiver of Breach

13

 

 

 

12.

Vested Benefits

13

 

 

 

13.

Savings Clause

13

 

 

 

14.

Governing Law

13

 

 

 

15.

Entire Agreement; Modification

13

 

EXHIBIT “A”

 

i



 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT made this 18th day of September, 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 JAMES M. DEITCH, of 3405 Pebble Ridge Drive, York, Pennsylvania 17402 (hereinafter referred to as “Deitch”).

 

Reference is made to that certain Agreement and Plan of Merger, dated of even date herewith by and among, the Corporation, the Bank and American Home Bank, National Association (“AHB”) (the “Merger Agreement”).  Capitalized terms that are not defined herein have the meanings given to them in the Merger Agreement.

 

This Agreement is being executed as an inducement to the Corporation and Bank to enter into and to perform their respective obligations under the Merger Agreement and as a condition to the Corporation’s and the Bank’s obligations under the Merger Agreement.

 

Deitch is currently the Chief Executive Officer of AHB.  Upon consummation of the transactions contemplated by the Merger Agreement, and pursuant to the terms thereof, Deitch is to become the Managing Director of the American Home Bank Division of FNB (the “AHB Division”) and a member of the Boards of Directors of the Corporation and the Bank.

 

Deitch’s leadership skills and services have constituted a major factor in the successful growth and development of AHB.

 

FNB desires to employ and retain the experience and financial ability and services of Deitch as Managing Director of the AHB Division 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.

 

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:

 

1.                                       Employment

 

Upon consummation of the transactions contemplated by the Merger Agreement, FNB will employ Deitch as the Managing Director of the AHB Division, and Deitch hereby accepts such employment, under and subject to the terms and conditions hereinafter set forth.  The “Effective Date” of the transactions contemplated by the Merger Agreement and as defined therein is also referred to herein as the “Employment Commencement Date.”

 

2.                                       Term

 

Subject to the provisions for termination of this Agreement provided in Paragraph 5 hereof, the term of this Agreement shall be for a period commencing the Effective Date and ending at 11:59 p.m. on December 31, 2010 (the “Term”).  On January 1, 2010 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 Deitch give written termination notice pursuant to Section 5 hereof, or (b) FNB or Deitch agree to a mutually acceptable date on which to terminate this Agreement.

 

3.                                       Compensation

 

During the Term of this Agreement, FNB shall pay Deitch a salary (hereinafter referred to as “Compensation”) and provide Deitch with life, health and disability insurance

 

2



 

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 Deitch’s Compensation be less than one hundred percent (100%) of the Compensation set forth on Exhibit “A”, and in no event shall Deitch’s Benefits be less than or materially different from the Benefits he is to receive as of the date of this Agreement.

 

4.                                       Position and Responsibilities

 

(a)                                   Position and Duties .  Deitch will be employed as the Managing Director of the AHB Division, reporting to the President of the Bank, and, except as set forth in Section 5 hereof, will continue to serve as the Managing Director of the AHB Division throughout the entire Term.  In no event shall Deitch be employed by the Corporation or the Bank during any calendar year subsequent to 2008 at a lower position or rank and any such diminution in position or authority shall be considered a breach of this Agreement by FNB, which breach FNB shall be provided an opportunity to cure within thirty (30) days upon notice to FNB by Deitch.  Deitch shall devote his full time and efforts solely to the business of FNB and the AHB Division 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 the AHB Division and such other duties of supervision and management as are generally vested in the office of the Chief Executive Officer or Managing Director of a major division or as are directed or otherwise set forth in job descriptions established by the Boards of Directors of the Corporation or the Bank for such offices.  Unless otherwise directed by the Board of Directors of the Corporation or the Bank, the Chief Executive Officer of the Corporation or the Bank, or the President of the Corporation or the Bank, Deitch shall have overall responsibility for oversight of the

 

3



 

management, profitability and performance of the AHB Division which includes, without limitation, oversight and responsibility for ensuring the safety and soundness of FNB to the extent impacted by the AHB Division.  Deitch 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 Deitch with an office, secretarial assistance and such other facilities and support services as shall be suitable to Deitch’s position and responsibilities as set forth above and as may be necessary to enable Deitch to perform such duties effectively and efficiently.

 

(c)                                   Location of Office .  In connection with Deitch’s employment by the Corporation and the Bank, Deitch shall maintain his office at 3840 Hempland Road, Mountville, Pennsylvania, or at such other office as the Board of Directors of the Corporation or the Bank may select within the immediate vicinity of Mountville, Pennsylvania.

 

5.                                       Termination

 

(a)                                   Death .  If Deitch 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 Deitch 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 Deitch became disabled and until such time as Deitch returns to the

 

4



 

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 Deitch 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 Deitch 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 Deitch 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 Deitch 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 Deitch’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 Deitch written notice specifically identifying the manner in which Deitch has breached the terms of this Agreement and the approximate date or dates on which such violations have occurred. Deitch 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 Deitch 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 Agreement immediately, upon giving Deitch written notice of such

 

5



 

termination on or after the 31st day following the date on which notice of the breach was delivered to Deitch.  If the breach asserted by the Board of Directors of the Corporation or the Bank is, because of its nature, incapable of being corrected or cured, then such breach shall not be cause for termination of this Agreement unless such breach shall be deemed to have caused FNB significant and irreparable harm in the opinion of a simple majority of all of the members of the Board of Directors of the Corporation or the Bank.  Any decision rendered by the Board of Directors of the Corporation or the Bank which reasonably determines that such breach has caused significant or irreparable harm to FNB shall be final, binding and conclusive for purposes of this Agreement and shall not be subject to challenge by Deitch.  If such breach is not deemed to have caused FNB signific


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more