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Date of Notification:
September 26, 2006
Notice to Employee: This is a legal document. You are advised
to
consult with an attorney prior to signing this agreement.
EMPLOYMENT TRANSITION AGREEMENT & GENERAL RELEASE
This Employment Transition Agreement & General Release (the
"Agreement") is
entered by and between First National Bank of Chester County and
its affiliates
(the "Bank") and Linda M. Hicks (the "Employee").
WHEREAS the Employee has been employed by the Bank as Executive
Vice
President - Trust and Investment Services;
WHEREAS the Employee and the Bank mutually desire to amicably
transition Employee's employment with the Bank to the new position
of
Senior Vice President - Chief Fiduciary Officer and to supercede
any prior
contract of employment between Employee and the Bank;
WHEREAS the parties intend that the salary, car allowance and
group
term life insurance received by Employee in the first twelve months
after
the Commencement Date of this Agreement shall provide
sufficient
consideration to support the releases provided by her under this
Agreement.
NOW, THEREFORE, in consideration of the covenants and mutual
promises
herein contained, and intending to be legally bound hereby, the
Employee
and the Bank agree as follows:
1. Employment. The Bank hereby employs the Employee as a Senior
Vice
President - Chief Fiduciary Officer (the "Position") and the
Employee
hereby accepts such employment and its attendant responsibilities,
and
agrees to serve the Bank in such capabilities as set forth in the
job
description which is attached hereto as Exhibit A. Employee shall
also be
expected to meet certain performance goals, as established by the
Executive
Vice President - Trust and Investment Services, which goals shall
be
established after conferring with Employee during the first month
after the
Commencement Date of this Agreement. Said goals and progress there
under
will be discussed with Employee quarterly.
2. Services. In carrying out her duties the Employee shall report
to
and accept direction from the Executive Vice President - Trust
and
Investment Services.
The Employee shall serve the Bank diligently, competently, and to
the best
of her abilities during the period of employment. The Employee
shall devote
substantially all of her time and attention to the business of the
Bank and
its affiliates, and shall not undertake any other duties which
conflict
with these responsibilities.
The Employee shall render such services as may reasonably be
required of
her to accomplish the business purposes of the Bank, which shall
include
specific responsibility as set forth in the job description,
Exhibit A, and
such performance goals and duties as the Executive Vice President -
Trust
and Investment Services may assign to her from time to time and
which are
appropriate to the Position.
Nothing in this Agreement shall be deemed to restrict the Bank's
ability to
terminate Employee's employment at any time in the Bank's sole
discretion,
and such employment shall be "at will."
3. Term. The term of employment of the Employee under this
Agreement
shall commence on October 18, 2006 ("Commencement Date") and shall
continue
in full force and effect until the earliest to occur of the
following
dates: a) the Employee or the Bank shall have given written notice
of
intent to terminate this Agreement, which notice shall be given at
least
fourteen (14) days before the effective date of termination; b) the
end of
the first day after twelve (12) months from the Commencement Date.
In any
event, obligations under Paragraphs 8 and 13 will continue and not
expire.
4. Compensation.
(a) Base Salary. The Employee's base starting salary shall be at
an
annualized rate of One Hundred Thirty Thousand Dollars ($130,000)
("Annual
Base Salary"). The Employee's Annual Base Salary will be reduced to
One
Hundred Twelve Thousand Dollars ($112,000) on the first day after
twelve
months from the Commencement Date.
(b) Annual Bonus. Employee will be eligible for bonus payments,
if
any, for Fiscal Year 2006 under the Executive Incentive Plans.
Employee
will be eligible to participate in the 2007 Incentive Plan that
covers
other Senior Vice Presidents.
(c) Car Allowance. For the first twelve months of Employee's
employment under this Agreement, the Bank shall pay Employee a
monthly car
allowance of Seven Hundred Dollars ($700.00).
(d) Paid Time Off. Employee will be eligible to accrue Paid Time
Off
(PTO) while she is an active employee in accord with the Bank's PTO
policy.
5. Benefits. The Employee will be eligible to continue to
participate
in and pay premiums for the Company's group health and welfare
benefits
plans, pursuant to the terms of such plans and applicable law.
These plans
include, as Employee has elected: 401 (k), Medical and Dental
Group
Insurance, and Medical Flexible Spending. In addition, the
employee's group
term disability and term life insurance will continue, and the Bank
will
pay the full premiums during the first twelve (12) months after
the
Commencement Date. Contributions to the Supplemental Benefit
Retirement
program will cease with the pay period ending October 27, 2006.
Employee
will also have coverage for Voluntary Group life insurance as she
is
currently enrolled and will pay the required premiums on a monthly
basis
unless she elects to withdraw from participation.
6. Employee Representations. Employee hereby represents and
acknowledges to the Bank that:
(a) SHE HAS BEEN ADVISED, IN WRITING, TO READ THIS ENTIRE
AGREEMENT CAREFULLY, AND TO CONSULT WITH AN ATTORNEY OF HER
CHOICE
PRIOR TO SIGNING THIS AGREEMENT;
(b) she has had twenty-one (21) days to consider the waiver of
her rights under the Age Discrimination in Employment Act of 1967,
as
amended ("ADEA") prior to signing this Agreement;
(c) she has been advised, in writing, that she has a full seven
(7) days after she signs this Agreement to revoke it, and that
this
Agreement will not become effective until the seven (7) day
revocation
period has run and she has notified the Bank, in writing, that she
has
elected not to revoke this Agreement;
d) the consideration provided her under this Agreement is
sufficient to support the releases provided by her under this
Agreement;
(e) she understands and agrees that she will receive
compensation
and benefits specified above in exchange for signing this
Agreement,
and that she would not have received such separation pay and
benefits
if she had not signed this Agreement;
(f) she has disclosed to the Bank any information in her
possession concerning any conduct involving the Bank or its
affiliates
that may be unlawful or violates Bank Policy in any respect;
and
(g) she has not filed any charges, claims or lawsuits against
the
Bank involving any aspect of her employment which have not been
terminated as of the date of this Agreement.
Employee understands that the Bank regards the representations
made by her as material and that the Bank is relying on these
representations in entering into this Agreement.
7. Effective Date of the Agreement. Employee shall have seven (7)
days
from the date she signs this Agreement to revoke her consent to the
waiver
of her rights under the ADEA. Such revocation shall be in writing
addressed
and delivered to the Bank official executing this Agreement on
behalf of
the Bank which action shall revoke this Agreement. If Employee
revokes this
Agreement, all of its provisions shall be void and unenforceable.
If
Employee does not revoke her consent, the Agreement will take
effect on the
first day after the end of this seven day revocation period (the
"Effective
Date").
8. General Release. The Employee and her heirs, assigns, and
agents
release, waive, and discharge the Bank Released Parties, as defined
below,
from each and every claim, action or right of any sort, known or
unknown,
arising on or before the Effective Date.
(a) The foregoing release includes, but is not limited to, any
and all claims, liabilities, demands, and causes of action known
or
unknown, fixed or contingent, which the Employee may have or claim
to
have against the Bank or the other Released Parties including,
without
limitation, claims arising out of or in any way connected to
Employee's employment or termination of employment with the Bank.
By
this Agreement, the Employee knowingly and voluntarily waives
any
claims under any and all laws which provide l
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