Exhibit 10 (a)
EXECUTIVE EMPLOYMENT AGREEMENT
FIRST CHESTER COUNTY CORPORATION
THE FIRST NATIONAL BANK OF CHESTER COUNTY
and
JOHN A. FEATHERMAN, III
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TABLE OF CONTENTS
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1.
Employment.......................................................................................................2
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2.
Term.............................................................................................................2
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3.
Compensation.....................................................................................................2
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4.
Position and
Responsibilities....................................................................................3
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5.
Termination......................................................................................................4
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6.
Indemnification.................................................................................................12
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7.
Expenses and
Automobile.........................................................................................12
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8.
Restrictive
Covenant............................................................................................12
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9.
Binding
Effect..................................................................................................13
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10.
Notice..........................................................................................................13
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11. Waiver of
Breach................................................................................................13
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12. Vested
Benefits.................................................................................................13
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13. Savings
Clause..................................................................................................14
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14. Governing
Law...................................................................................................14
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15. Entire
Agreement;
Modification..................................................................................14
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EXHIBIT
"A"..............................................................................................................16
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EMPLOYMENT AGREEMENT
--------------------
THIS
EMPLOYMENT
AGREEMENT made this 13th day of November,
2003, 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 JOHN A. FEATHERMAN, III of West
Chester, Pennsylvania (hereinafter referred
to as "Featherman").
RECITALS
Featherman
is presently a member of the Board of Directors 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
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 duly approved and authorized by the Boards of Directors of both the
Corporation and the Bank at separate meetings.
WITNESSETH:
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.
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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.
2. Term.
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Subject
to the provisions for termination of this Agreement provided
herein, the term of this Agreement shall be
for a period commencing November 13,
2003, and terminating December 31, 2006
(the "Term"). Thereafter, the Term shall
be extended automatically for a one year term, year to year,
unless either of
the following two conditions is met: (a) FNB or Featherman give written
termination notice pursuant to Paragraph 6 hereof, or (b) FNB or Featherman
agree to a mutually acceptable date on
which to terminate this Agreement
3. Compensation.
------------
During the Term,
FNB shall pay Featherman a salary (the "Compensation") and
provide Featherman with life, health and disability insurance coverage,
retirement 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
different
from the Benefits he is to receive as of
the date of this Agreement.
4. Position and
Responsibilities.
-----------------------------
(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 2003 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
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 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.
(c) 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 and/or the Bank may select
within the
immediate vicinity of West
Chester, Pennsylvania.
5. Termination.
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(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
month which is 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
and
salary continuation policy covering Featherman which
is maintained in force by
FNB at the time such disability occurs. FNB shall maintain a disability
insurance policy or a salary continuation policy covering
Featherman 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 Featherman 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, "For
Cause", if Featherman is convicted of
a crime which is a felony under the laws of
the state in which he is prosecuted
for such crime and which involves theft,
embezzlement, breach of fiduciary duty,
or any similar crime involving 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
of the Corporation
and the Bank all steps which he has taken to cure such
breach. If Featherman
shall not have corrected or cured such breach or diligently taken all steps
which are necessary to do so within the said
thirty (30) day period, the Board
of Directors of the Co
