Exhibit 10.29
AGREEMENT AND GENERAL
RELEASE
THIS SEVERANCE AGREEMENT AND GENERAL
RELEASE (“Agreement”) is made and entered into this
19th day of November 2008 by and between First National Bank
of Chester County (the “Bank”) and Deborah R. Pierce
(“Employee”).
WHEREAS, the Bank has restructured
its operations and as a result thereof, the Employee’s
position has been eliminated; and
WHEREAS, the Bank and Employee
desire to resolve and settle all issues, existing as of the date of
execution of this Agreement, whether arising from any aspect of
Employee’s employment or separation from employment with the
Bank, or otherwise;
NOW, THEREFORE, in consideration of
the covenants and mutual promises and agreements contained herein,
and other valuable consideration, the receipt of which hereby is
acknowledged, it is agreed as follows:
1.
Termination
Date . Employee shall be
separated from employment effective October 29, 2008, which
shall be considered the termination date (“Termination
Date”).
2.
Severance
. Employee
will receive total severance pay equivalent to twelve (12) months
of base salary, (which shall include auto allowance) as reduced by
applicable taxes commencing on October 30, 2008 and
terminating October 29, 2009. Payment of the severance
shall be made at normal payroll periods.
3.
Benefits
. In the
event the Employee elects to continue medical coverage under COBRA,
the Bank will pay the Employee’s share of the COBRA premiums
for a period not to exceed twelve (12) months from the Termination
Date for the Employee and her spouse, provided that Employee pays
applicable employee co-pays and has not obtained
comparable
medical coverage
elsewhere. Medical care coverage shall cease in the event
Employee obtains other coverage.
4.
By
December 31, 2008, the Employee shall be paid the sum of
$9,317.28 as cash equivalent payment for 2008 401(K) Profit
Sharing Plan.
5.
Outplacement
. The Bank
will pay for outplacement services for the Employee, directly to a
firm selected by the Employee in an amount not to exceed fourteen
thousand dollars ($14,000).
6.
PTO
. Employee
will also receive pay for accrued and unused PTO (“Paid Time
Off”).
7.
Bonus . Although the Bank
does not intend to pay a 2008 Executive Annual Bonus, in the event
it does, it will pay Employee a pro rata share of that bonus for
2008 up to and including the date of her termination
October 29, 2008.
8.
The Bank will pay
Employee the amount of $12,650 as reduced by applicable taxes,
representing the 2007 LTIP by December 31, 2008
9.
Except as
specifically set forth herein, the Employee is not entitled to any
further compensation or benefits from the Bank except for those
benefits governed by other documents or plans such as the SBRP and
continuation of certain life insurance policies and other benefits
to the extent those plans may allow but in no event shall the Bank
be responsible for any further contributions or payment of
premiums. The Bank will not oppose Employee’s
application for Pennsylvania Unemployment Compensation
benefits.
10.
Non-Disparagement
. The
Employee agrees that she will not make or cause to be made any
statements that disparage or inimical to or damage the reputation
of the Bank or any of its past or present affiliates, subsidiaries,
agents, officers, directors, or employees. In the
event
2
such a communication is made
to anyone, including but not limited to media, public interest
groups and publishing companies, it will be considered a material
breach of the terms of this Agreement and the Bank will be
permitted to pursue any and all remedies at law and
equity.
11.
Return of
Property . The Employee agrees
that she has returned all property of the Bank, including, but not
limited to, her Bank-owned credit card, all Bank files, all keys
including those to Bank-owned real estate and property.
12.
Costs and
Expenses . The Bank and Employee
acknowledge, understand and agree that each party shall bear her or
its own costs, attorneys’ fees and expenses.
13.
Acknowledgement
. The Bank
and Employee understand, represent and warrant that this Agreement
is a full and final compromise of any existing claims and not an
admission of wrongdoing or liability by or on the part of the
Bank.
14.
General
Release . In consideration of
the undertakings provided for in Paragraph 2, 3,4,5 and 8
herein, the sufficiency of which is hereby acknowledged and to
which Employee is not otherwise entitled, Employee, on behalf of
herself and her heirs, estates, executors, administrators,
successors and assigns, does hereby fully, finally and
unconditionally release and for
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