EXECUTIVE EMPLOYMENT AGREEMENT
FIRST WEST ▇▇▇▇▇▇▇ CORPORATION
THE FIRST NATIONAL BANK OF WEST ▇▇▇▇▇▇▇
and
J. ▇▇▇▇▇▇ ▇▇▇▇▇
MacELREE, HARVEY, GALLAGHER, ▇▇▇▇▇▇▇▇▇▇ & SEBASTIAN, LTD.
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made this 1st day of December, 1999,
by and between THE FIRST NATIONAL BANK OF WEST ▇▇▇▇▇▇▇, a wholly owned
subsidiary of First West ▇▇▇▇▇▇▇ Corporation and a National Banking association
with its principal offices located at ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ (hereinafter referred to as "Bank) and J. ▇▇▇▇▇▇ ▇▇▇▇▇, of West
Chester, Pennsylvania (hereinafter referred to as "Executive").
W I T N E S S E T H:
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WHEREAS, Executive is the Executive Vice President, Financial
Support Services Division of the Bank and has served as the Executive Vice
President, Financial Support Services Division of the Bank continuously since
January 1, 1998 and has served as an executive employee of the Bank continuously
since March 15, 1993; and
WHEREAS, Executive's leadership skills and services have
constituted a major factor in the successful growth and development of Bank; and
WHEREAS, BANK desires to employ and retain the experience and
financial ability and services of Executive as Executive Vice President,
Financial Support Services Division, from the effective date hereof and to
prevent any other business in competition with Bank from securing the benefit of
his services, background and expertise in the Banking business; and
WHEREAS, the terms, conditions and undertakings of this
Agreement were submitted to and duly approved and authorized by the Board of
Directors of the Bank at a meeting held on or about the 17th day of December,
1 999.
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. Bank hereby employs Executive, and
Executive hereby accepts such employment, under and subject to the terms and
conditions hereinafter set forth.
2. Term. Subject to the provisions for termination of this
Agreement provided in Paragraph 6 hereof, the term of this Agreement shall be
for a period of three (3) years, commencing December 1, 1999, and terminating
November 30, 2002 (the "Term"). In the event that the Executive shall continue
in the full-time employment of the Bank after such three (3) year period without
a written extension of this Agreement, such continued employment shall be for
successive annual periods, shall be subject to the terms and conditions of this
Agreement, and the period of employment shall include the period during which
the Executive in fact so continues in such employment.
3. Compensation. During the Term of this Agreement, Bank shall
pay Executive a salary (hereinafter referred to as "Compensation") and provide
Executive with life, health and disability insurance coverage, retirement
benefits, vacations, bonuses, and other benefits (hereinafter collectively
referred to as the "Benefits"), the amounts and nature of which shall be fixed
by the President of the Bank from time to time and set forth on the attached
Exhibit "A"; provided, however, that in no event shall Executive's Compensation
be less than one hundred percent (100%) of the Compensation which he is
receiving as of the date of this Agreement and in no event shall Executive's
Benefits be less than or materially different from the Benefits he is receiving
as of the date of this Agreement.
4. Position and Responsibilities.
(a) During the first twelve (12) months of the Term
of this Agreement, Executive shall be employed as the Executive Vice President,
Financial Support Services Division of the Bank, and it is contemplated by the
parties that Executive shall continue to serve as the Executive Vice President,
Financial Support Services Division of the Bank throughout the entire Term of
this Agreement; provided, however, that in no event shall Executive be employed
by the Bank after the first twelve (12) months of this Agreement at a lower
position or rank or with substantially diminished authority or responsibilities
than Vice President and any such diminution in position or authority shall not
be considered a breach of this Agreement. Executive shall devote his full time
and efforts solely to the business of Bank 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 Financial Support Services Division
of Bank and such other duties of supervision and management as are generally
vested in the office of a financial support services department of a corporation
or as are set forth in job descriptions established from time to time by the
Board of Directors of the Bank for such offices. Executive 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 or
Directors of Bank which may result in the disclosure of confidential information
or adversely affect the good reputation of Bank in the community or which might
adversely affect the professional or business relationship between Bank and any
business, depositor, borrower or any other person with whom Bank is doing
business or is contemplating doing business.
(b) Bank shall provide Executive with an office,
secretarial assistance and such other facilities and support services as shall
be suitable to Executive's position and responsibilities as set forth above and
as may be necessary to enable Executive to perform such duties effectively and
efficiently.
(c) In connection with Executive's employment by
the Bank, Executive shall maintain his office at the principal executive offices
of Bank located at ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, or at such
other Bank office as the President or Board of Directors of the Bank may select
within the immediate vicinity of West Chester, Pennsylvania.
5. Breach of Agreement by Bank. If Bank breaches any
material provision of this Agreement (specifically including, but not limited
to, substantial diminution in the position and authority of Executive as set
forth in the preceding paragraphs), Executive may leave the employment of Bank
whereupon he shall be under no obligation to perform his duties hereunder and,
with the exception of the covenants set forth in Paragraphs 9 and 10 hereof,
shall have no further liability or obligations under any provisions of this
Agreement. In such event, however, Bank shall be obligated to continue to
provide Executive with the Compensation and Health and Life Insurance Benefits
provided for herein for a period of one (1) year at the rate, times and
intervals at which such Compensation and Health and Life Insurance Benefits are
being paid on the date on which Bank commits a breach of this Agreement.
However, prior to terminating this Agreement by reason of Bank's breach of any
provision of this Agreement, Executive shall first give Bank written notice
specifically identifying the manner in which Bank has breached the terms of this
Agreement and the approximate date or dates on which such violations have
occurred. Bank 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 Executive all steps which have been taken to cure such breach. If
Bank 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,
Executive may terminate this Agreement effective immediately upon giving Bank
written notice of such termination on or after the 31st day following the date
on which notice of the breach was delivered to Bank.
6. Termination.
(a) Termination by Executive. Executive may terminate
this Agreement by giving the President of the Bank written notice thereof. If
Executive terminates this Agreement pursuant to this subparagraph, Executive's
obligations under Paragraphs 9 and 10 below shall remain in full force and
effect and Bank shall be under no obligation to pay any Compensation or provide
any Benefits to Executive following the effective date of such termination,
except that Bank shall remain liable to pay Compensation and Benefits which have
accrued but which remain unpaid or unfurnished as of the effective date of such
termination.
(b) Termination for Cause. The Board of Directors or
President of the Bank may terminate this Agreement at any time for Cause.
"Cause" shall encompass the following: (i) Executive has committed any act of
fraud; (ii) illegal conduct or gross misconduct by the Executive, in either case
that is willful and results in material and demonstrable damage to the business
or reputation of the Bank. No act or failure on the part of the Executive shall
be considered "willful" unless it is done, or omitted to be done, by the
Executive in bad faith or without reasonable belief that the Executive's action
or omission was in the best interests of the Bank. Any act or failure to act
that is based upon authority given pursuant to a resolution duly adopted by the
Board, or the advice of counsel for the Bank, shall be conclusively presumed to
be done, or omitted to be done, by the Executive in good faith and in the best
interests of the Bank; (iii) Executive has been convicted of a felony. If Bank
terminates this Agreement pursuant to this subparagraph, Executive's obligations
under Paragraphs 9 and 10 below shall remain in full force and effect and Bank
shall be under no obligation to pay any Compensation or provide any Benefits to
Executive following the effective date of such termination, except that Bank
shall remain liable to pay Compensation and Benefits which have accrued but
which remain unpaid or unfurnished as of the effective date of such termination.
(c) Termination for failure to perform duties. If
Executive fails to provide the services which are reasonably required of him
under Paragraph 4 the terms of this Agreement then the Bank may terminate the
Agreement as provided below. However, prior to terminating this Agreement by
reason of Executive's failure to provide services hereunder, the Board of
Directors or President of the Bank shall first give Executive written notice
specifically identifying the manner in which Executive has failed to perform
services under this Agreement. Executive 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 or President of the
Bank, whichever gave written notice, all steps which he has taken to cure such
breach. If Executive shall not have corrected or cured such deficiencies nor
diligently taken all steps which are necessary to do so within the aforesaid
thirty (30) day period, the Board of Directors or President of the Bank may
terminate this Agreement effective immediately upon giving Executive written
notice of such termination on or after the 31st day following the date on which
notice of the breach was delivered to Executive. In the event that this
Agreement is terminated by Bank pursuant to this subparagraph, Executive's
obligations under Paragraph 10 below shall remain in full force and effect after
termination, and the obligations under Paragraph 9 below shall remain in full
force and effect for a period of one year from the date of termination, and Bank
shall be obligated to provide Executive with the compensation and health and
life insurance benefits provided for herein for a period of one year on the
terms and conditions that such compensation and health and life insurance
benefits are being paid on the date on which Executive is terminated.
(d) Except as provided in Paragraphs 5 and 6, this
Agreement may not be terminated by either party.
7. Expenses . Executive is authorized to incur
reasonable expenses for promoting the business of Bank, including expenses for
travel, entertainment and similar items on behalf of Bank business. Bank shall
reimburse Executive for all such expenses upon the presentation by Executive,
from time to time, of an itemized account of such expenditures.
8. Death or Disability. If, during the Term of this
Agreement, Executive's physical or mental health shall have become impaired so
as to make it impossible or impractical for him to perform the duties and
responsibilities contemplated hereunder for a period of at least ninety (90)
consecutive days or a total of one hundred and eighty (180) days in a twelve
month period, then Bank shall have the right to terminate this Agreement upon
fifteen (15) days written notice to Executive. In the event of termination due
to disability, Executive shall be entitled to receive all compensation hereunder
accrued and unpaid as of the date of termination. In the event of Executive's
death during the term of this Agreement or while receiving payments or benefits
hereunder, Executive's employment and the Bank's obligations shall terminate
thirty (30) days following the date of death, and Executive's estate or personal
representative shall be entitled to receive all compensation hereunder accrued
and unpaid as of the date of termination.
9. Restrictive Covenant. During the Term of this
Agreement and for a period of one (1) year following termination thereof, for
any reason whatsoever, Executive shall not, directly or indirectly: (a) be
employed in ▇▇▇▇▇▇▇ County, Pennsylvania by any other bank or similar financial
institution; (b) on behalf of a competing bank or similar financial institution,
solicit, engage in, or accept business or perform any services for any
organization or individual which at any time during the one (1) year ending with
Executive's termination was a Bank client, customer or affiliate, or a source of
business with which or who Executive dealt or had any contact during the term of
employment; (c) solicit any employee of the Bank for the purpose of inducing
such employee to resign from the Bank; nor (d) induce or assist others in
engaging in the activities described in subparagraphs (a) through (c) above.
10. Covenant against Disclosure of Confidential
Information. During the term of Executive's employment with the Bank and
following the voluntary or involuntary termination of Executive's employment
with the Bank for any reason whatsoever, Executive shall not use for any purpose
or disclose to any person or entity any confidential information acquired during
the course of employment with the Bank. Executive shall not, directly or
indirectly, copy, take, or remove from the Bank's premises, any of the Bank's
books, records, customer lists, or any other documents or materials. The term
"confidential information" as used in this Agreement includes, but is not
limited to, records, lists, and knowledge of the Bank's customers, suppliers,
methods of operation, processes, trade secrets, methods of determination of
prices and rates, financial condition, as the same may exist from time to time.
11. Binding Effect. This Agreement shall inure to the
benefit of and be binding upon Bank, its successors and assigns, including,
without limitation, any person, partnership, bank or corporation which may
acquire all or substantially all of the assets or business of Bank or into which
Bank may be liquidated, consolidated, merged or otherwise combined, regardless
of the identity or form of the surviving entity, and shall inure to the benefit
of and be binding upon Executive, his heirs, and personal representatives.
Should any of the events referenced in the preceding sentence occur, the
compensation and benefits of Executive shall not be reduced to less than that
being paid at the time of occurrence of the event.
12. Notice. Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing and if sent by registered
mail, return receipt requested, correctly addressed to Executive's residence, in
the case of Executive, or to its principal office, in the case of Bank. Copies
of all such notices shall simultaneously be personally delivered or sent by
United States first class mail, postage prepaid, to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III,
Esquire, MacElree, Harvey, Gallagher, ▇▇▇▇▇▇▇▇▇▇ & Sebastian, Ltd., ▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, General Counsel to Bank.
13. Waiver of Breach. Waiver by either party of the
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach by the other party.
14. Vested Benefits. This Agreement shall not limit or in
any way affect any benefits which Executive may be entitled to receive under
Bank's pension plan or any other benefits in which Executive has a vested
interest as of the date of this Agreement.
15. Successors.
(a) This Agreement is personal to the Executive and,
without the prior written consent of the Bank, shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.
(b) This Agreement shall inure to the benefit of and
be binding upon the Bank and its successors and assigns.
(c) The Bank shall require any successor (whether
direct or indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of the Bank expressly to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Bank would have been required to perform it if no such succession had
taken place. As used in this Agreement, "Bank" shall mean both the Bank as
defined above and any such successor that assumes and agrees to perform this
Agreement, by operation of law or otherwise.
16. Savings Clause. Should any provision contained herein
be determined by decree or court or other judicial body to be illegal or
unenforceable, such provision shall be considered null and void and the
remainder of this Agreement shall remain in full force and effect and shall be
construed without reference to any such provision. Nevertheless, it is the
intention of the parties hereto that any such invalid or unenforceable provision
shall, if possible, be construed and enforced in such a manner as to make the
same valid and enforceable under applicable law and consistent with the
reasonable intention of the parties as expressed in such provision.
17. Governing Law. Questions pertaining to the validity,
construction and administration of this Agreement shall be determined in
accordance with the laws of the Commonwealth of Pennsylvania.
18. Entire Agreement; Modification. This Agreement
constitutes the entire understanding and agreement between the parties hereto
with regard to the subject matter hereof, and there are no other agreements,
conditions, representations or understandings, oral or written, expressed or
implied, with regard to the subject of this Agreement. This Agreement may be
amended or modified only by a written instrument executed by the parties hereto.
WITNESS: THE FIRST NATIONAL BANK OF WEST ▇▇▇▇▇▇▇
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
WITNESS:
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J. ▇▇▇▇▇▇ ▇▇▇▇▇, Executive Vice President
Financial Support Services Division
EXHIBIT "A"
COMPENSATION AND BENEFITS
AS OF DECEMBER 1, 1999
1. Annual Salary as of December 1, 1999: $120,000.00
2. Health Insurance: Standard Bank Medical and Dental Insurance Programs.
3. Pension Plan: 401(k) Plan.
4. Salary Continuance (Disability) Policy/Plan: Long-Term disability equal
to sixty percent (60%) of salary to a maximum of $60,000.00 per year.
5. Life Insurance: Group Term Life Insurance at three times salary to a
maximum of $345,000.00.
6. Supplemental Benefit Pension Plan.
7. Executive Officers Bonus Plan as defined by the Bank's Board of
Directors.
8. Five (5) Weeks Paid Vacation.
9. Stock Options as awarded by the Board of Directors.
TABLE OF CONTENTS
Page
1. Employment............................................................2
2. Term..................................................................2
3. Compensation..........................................................2
4. Position and Responsibilities.........................................3
5. Breach of Agreement...................................................4
6. Termination...........................................................5
7. Expenses..............................................................7
8. Death or Disability...................................................7
9. Restrictive Covenant..................................................8
10. Covenant Against Disclosure of Confidential Information...............8
11. Binding Effect........................................................9
12. Notice................................................................9
13. Waiver of Breach......................................................9
14. Vested Benefits......................................................10
15. Successors...........................................................10
16. Savings Clause.......................................................10
17. Governing Law........................................................11
18. Entire Agreement; Modification.......................................11
EXHIBIT "A"...................................................................12
