EXHIBIT 10.1
EXECUTIVE EMPLOYMENT
AGREEMENT
FIRST CHESTER COUNTY CORPORATION
THE FIRST NATIONAL BANK OF CHESTER
COUNTY
and
JAMES M. DEITCH
TABLE OF CONTENTS
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Page
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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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9
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7.
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Expenses and Automobile
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9
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8.
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Restrictive Covenant
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10
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9.
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Binding Effect
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12
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10.
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Notice
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11.
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Waiver of Breach
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12.
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Vested Benefits
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13.
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Savings Clause
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14.
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Governing Law
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13
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15.
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Entire Agreement; Modification
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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
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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
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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
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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
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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