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FIRST CHESTER COUNTY
CORPORATION
RESTRICTED STOCK
AWARD AGREEMENT
FOR
[ELIGIBLE PARTICIPANT NAME]
We are pleased to advise you that First Chester County
Corporation
(the "Corporation") hereby grants to you under the First Chester
County
Corporation 2005 Restricted Stock Plan (the "Plan"), an award of
restricted
stock with respect to _________ shares of Common Stock of the
Corporation,
subject to your signing this Agreement and the provisions hereof.
This award is
subject in all respects to the applicable provisions of the Plan, a
complete
copy of which has been furnished to you and receipt of which you
acknowledge by
acceptance of the award. Such provisions are incorporated herein by
reference
and made a part hereof (including all defined terms).
1. Issuance of Shares. Upon your execution and delivery of this
Agreement and one or more instruments of transfer relating to all
shares
issuable pursuant to this Agreement (the "Shares"), you will be
issued
________Shares of Common Stock as of _____________ (the "Grant
Date"), subject
to the terms, conditions and restrictions of this Agreement and the
Plan. Such
Shares shall be registered in your name, but the Corporation shall
retain
custody of any certificates issued for such Shares pending the
vesting or
forfeiture thereof. Upon the vesting of any such Shares, the
Corporation shall
deliver to you the certificates for such Shares.
2. Vesting. Shares of Common Stock issued to you under this
Agreement shall vest according to the following schedule:
(A) 33 1/3% of the shares issued under the Restricted Stock
Award shall vest on the first annual anniversary of the Grant
Date;
(B) an additional 33 1/3% of the shares issued under the
Restricted Stock Award shall vest on the second annual anniversary
of the Grant
Date;
(C) the remaining 33 1/3% of the shares issued under the
Restricted Stock Award shall vest on the third annual anniversary
of the Grant
Date.
3. Conditions to Vesting. As a condition to the vesting of any
portion of the Shares, all of the following conditions must be
fully satisfied
on the applicable vesting date:
(i) You must be employed by or engaged to provide services to
(and, at all times subsequent to the Grant Date, have been
continuously employed
by or engaged to provide services to) the Corporation or its
affiliates, and no
event shall have occurred which, with due notice or lapse of time,
or both,
would entitle the Corporation to terminate your employment or
engagement with
the Corporation or its affiliates.
<PAGE>
(ii) You must not be in breach or default of any obligation to
the Corporation, whether or not contained in any agreement with the
Corporation
or imposed by law.
4. Death, Disability or Change in Control. Shares of Common
Stock
issued under this Agreement shall become immediately and fully
vested in the
event: (A) you die;
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